SEC. File Nos.
333-180729
811-22692
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
Registration Statement
Under
the Securities Act of 1933
Pre-Effective Amendment No. 1
and
Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 1
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
(Exact Name of Registrant as Specified in Charter)
6455 Irvine Center Drive
Irvine, CA 92618-4518
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(213) 486-9200
Steven I. Koszalka, Secretary
American Funds College Target Date Series
333 South Hope Street
Los Angeles, California 90071-1447
(Name and Address of Agent for Service)
__________________
Copies to:
Michael Glazer
Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106
(Counsel for the Registrant)
__________________
Approximate date of proposed public offering:
It is proposed that this filing become effective on June 28, 2012
The Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to Section 8 (a), shall determine.
American Funds College Target Date Series
SM
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Ticker
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Class
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529-A
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529-B
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529-C
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529-E
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529-F-1
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American Funds College 2030 Fund
SM
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American Funds College 2027 Fund
SM
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American Funds College 2024 Fund
SM
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American Funds College 2021 Fund
SM
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American Funds College 2018 Fund
SM
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American Funds College 2015 Fund
SM
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American Funds College Enrollment Fund
SM
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Prospectus
June 28, 2012
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Table of contents
Summaries:
American Funds College 2030 Fund
American Funds College 2027 Fund
American Funds College 2024 Fund
American Funds College 2021 Fund
American Funds College 2018 Fund
American Funds College 2015 Fund
American Funds College Enrollment Fund
Investment objectives, strategies and risks
Information regarding the underlying funds
Management and organization
Shareholder information
Purchase, exchange and sale of shares
How to sell shares
Choosing a share class
Sales charge reductions and waivers
Other compensation to dealers
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1
6
11
16
21
26
31
37
43
46
47
50
52
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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.
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American Funds College 2030 Fund
Investment objective
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
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Share classes
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529-A
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529-B
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529-C
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529-E
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529-F-1
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Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
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4.25%
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none
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none
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none
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none
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Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
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1.00
1
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5.00%
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1.00%
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none
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none
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Maximum sales charge (load) imposed on reinvested dividends
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none
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none
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none
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none
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none
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Redemption or exchange fees
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none
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none
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none
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none
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none
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Maximum annual account fee
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$10
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$10
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$10
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$10
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$10
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Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Share classes
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529-A
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529-B
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529-C
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529-E
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529-F-1
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Management fees
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0.10%
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0.10%
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0.10%
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0.10%
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0.10%
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Distribution and/or service (12b-1) fees
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0.25
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1.00
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1.00
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0.50
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0.00
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Other expenses
2
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0.33
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0.39
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0.33
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0.30
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0.36
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Acquired (underlying) fund fees and expenses
2
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0.42
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0.42
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0.42
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0.42
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0.42
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Total annual fund operating expenses
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1.10
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1.91
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1.85
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1.32
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0.88
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Fee waiver and/or expense reimbursement
3
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0.12
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0.12
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0.12
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0.12
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0.12
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Total annual fund operating expenses after fee waiver and/or expense reimbursement
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0.98
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1.79
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1.73
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1.20
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0.76
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1
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A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
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2
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Based on estimated amounts for a full fiscal year.
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3
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The investment adviser is currently waiving its management fee of .10%. In addition, the investment adviser is currently reimbursing a portion of the other expenses for each share class. This waiver and reimbursement will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The adviser may elect at its discretion to extend, modify or terminate the reimbursement at that time. The waiver may only be modified or terminated with the approval of the fund’s board. The amounts of the reimbursements in the table are estimated.
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Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
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1 year
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3 years
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529-A
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$541
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$ 788
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529-B
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702
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1,027
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529-C
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296
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609
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529-E
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142
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445
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529-F-1
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97
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308
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For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
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1 year
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3 years
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529-B
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$202
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$627
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529-C
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196
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609
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Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth funds, growth-and-income funds, equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, growth funds seek long-term growth primarily through investing in both U.S. stocks and stocks of issuers domiciled outside the U.S. Growth-and-income funds seek long-term growth-and-income primarily through investments in stocks. Equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in growth-oriented stocks
— Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of
these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
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. In addition, the prices of these stocks may be more volatile than stocks of larger, more established companies.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and 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.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
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Investment professional
experience in this fund
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Primary title with investment adviser
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Bradley J. Vogt
Vice Chairman of the Board
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Capital Research Global Investors
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Alan N. Berro
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Capital World Investors
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Nicholas J. Grace
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Capital World Investors
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James B. Lovelace
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Capital Research Global Investors
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Wesley K.-S. Phoa
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Fixed Income,
Capital Research Company
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John H. Smet
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Fixed Income,
Capital Research and Management Company
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Andrew B. Suzman
Senior Vice President
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Less than 1 year
(since the series’ inception)
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Senior Vice President – Capital World Investors
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Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College 2027 Fund
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
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529-B
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529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
4.25%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
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|
529-A
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529-B
|
529-C
|
529-E
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529-F-1
|
Management fees
|
0.10%
|
0.10%
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0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.33
|
0.39
|
0.33
|
0.30
|
0.36
|
Acquired (underlying) fund fees and expenses
2
|
0.42
|
0.42
|
0.42
|
0.42
|
0.42
|
Total annual fund operating expenses
|
1.10
|
1.91
|
1.85
|
1.32
|
0.88
|
Fee waiver and/or expense reimbursement
3
|
0.12
|
0.12
|
0.12
|
0.12
|
0.12
|
Total annual fund operating expenses after fee waiver and/or expense reimbursement
|
0.98
|
1.79
|
1.73
|
1.20
|
0.76
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. In addition, the investment adviser is currently reimbursing a portion of the other expenses for each share class. This waiver and reimbursement will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The adviser may elect at its discretion to extend, modify or terminate the reimbursement at that time. The waiver may only be modified or terminated with the approval of the fund’s board. The amounts of the reimbursements in the table are estimated.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$541
|
$ 788
|
529-B
|
702
|
1,027
|
529-C
|
296
|
609
|
529-E
|
142
|
445
|
529-F-1
|
97
|
308
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$202
|
$627
|
529-C
|
196
|
609
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth funds, growth-and-income funds, equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, growth funds seek long-term growth primarily through investing in both U.S. stocks and stocks of issuers domiciled outside the U.S. Growth-and-income funds seek long-term growth-and-income primarily through investments in stocks. Equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in growth-oriented stocks
— Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of
these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
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. In addition, the prices of these stocks may be more volatile than stocks of larger, more established companies.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and 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.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College 2024 Fund
Investment objectives
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
4.25%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Management fees
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.31
|
0.37
|
0.31
|
0.28
|
0.34
|
Acquired (underlying) fund fees and expenses
2
|
0.39
|
0.39
|
0.39
|
0.39
|
0.39
|
Total annual fund operating expenses
|
1.05
|
1.86
|
1.80
|
1.27
|
0.83
|
Fee waiver
3
|
0.10
|
0.10
|
0.10
|
0.10
|
0.10
|
Total annual fund operating expenses after fee waiver
|
0.95
|
1.76
|
1.70
|
1.17
|
0.73
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. This waiver will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The waiver may only be modified or terminated with the approval of the fund’s board.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$538
|
$ 775
|
529-B
|
699
|
1,014
|
529-C
|
293
|
595
|
529-E
|
139
|
432
|
529-F-1
|
94
|
294
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$199
|
$614
|
529-C
|
193
|
595
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth funds, growth-and-income funds, equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, growth funds seek long-term growth primarily through investing in both U.S. stocks and stocks of issuers domiciled outside the U.S. Growth-and-income funds seek long-term growth-and-income primarily through investments in stocks. Equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in growth-oriented stocks
— Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of
these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
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. In addition, the prices of these stocks may be more volatile than stocks of larger, more established companies.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in mortgage-backed and asset-backed securities —
Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk as well as the risks associated with investing in debt securities in general. If interest rates fall and the loans underlying these securities are prepaid faster than expected, the underlying fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended, thus reducing the potential for the underlying fund to invest the principal in higher yielding securities.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College 2021 Fund
Investment objectives
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
4.25%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Management fees
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.30
|
0.36
|
0.30
|
0.27
|
0.33
|
Acquired (underlying) fund fees and expenses
2
|
0.39
|
0.39
|
0.39
|
0.39
|
0.39
|
Total annual fund operating expenses
|
1.04
|
1.85
|
1.79
|
1.26
|
0.82
|
Fee waiver
3
|
0.10
|
0.10
|
0.10
|
0.10
|
0.10
|
Total annual fund operating expenses after fee waiver
|
0.94
|
1.75
|
1.69
|
1.16
|
0.72
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. This waiver will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The waiver may only be modified or terminated with the approval of the fund’s board.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$537
|
$ 772
|
529-B
|
698
|
1,011
|
529-C
|
292
|
592
|
529-E
|
138
|
429
|
529-F-1
|
93
|
291
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$198
|
$611
|
529-C
|
192
|
592
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth-and-income funds, equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, growth-and-income funds seek long-term growth-and-income primarily through investments in stocks. Equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in growth-oriented stocks
— Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of
these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
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. In addition, the prices of these stocks may be more volatile than stocks of larger, more established companies.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in mortgage-backed and asset-backed securities —
Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk as well as the risks associated with investing in debt securities in general. If interest rates fall and the loans underlying these securities are prepaid faster than expected, the underlying fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended, thus reducing the potential for the underlying fund to invest the principal in higher yielding securities.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Investing in future delivery contracts —
Contracts for future delivery of mortgage-related securities, such as to be announced contracts and mortgage dollar rolls, involve the fund selling mortgage-related securities and simultaneously contracting to repurchase similar securities for delivery at a future date at a predetermined price. This can increase the underlying fund’s market exposure, and the market price of the securities the fund contracts to repurchase could drop below their purchase price. While the fund can preserve and generate capital through the use of such contracts by, for example, realizing the difference between the sale price and the future purchase price, the income generated by the fund may be reduced by engaging in such transactions. In addition, these transactions may increase the turnover rate of the fund.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College 2018 Fund
Investment objectives
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
F
ees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
4.25%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Management fees
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.31
|
0.37
|
0.31
|
0.28
|
0.34
|
Acquired (underlying) fund fees and expenses
2
|
0.32
|
0.32
|
0.32
|
0.32
|
0.32
|
Total annual fund operating expenses
|
0.98
|
1.79
|
1.73
|
1.20
|
0.76
|
Fee waiver
3
|
0.10
|
0.10
|
0.10
|
0.10
|
0.10
|
Total annual fund operating expenses after fee waiver
|
0.88
|
1.69
|
1.63
|
1.10
|
0.66
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. This waiver will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The waiver may only be modified or terminated with the approval of the fund’s board.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$531
|
$754
|
529-B
|
692
|
992
|
529-C
|
285
|
574
|
529-E
|
132
|
410
|
529-F-1
|
87
|
272
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$192
|
$592
|
529-C
|
185
|
574
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth-and-income funds, equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, growth-and-income funds seek long-term growth-and-income primarily through investments in stocks. Equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in growth-oriented stocks
— Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of
these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
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. In addition, the prices of these stocks may be more volatile than stocks of larger, more established companies.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in mortgage-backed and asset-backed securities —
Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk as well as the risks associated with investing in debt securities in general. If interest rates fall and the loans underlying these securities are prepaid faster than expected, the underlying fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended, thus reducing the potential for the underlying fund to invest the principal in higher yielding securities.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Investing in future delivery contracts —
Contracts for future delivery of mortgage-related securities, such as to be announced contracts and mortgage dollar rolls, involve the fund selling mortgage-related securities and simultaneously contracting to repurchase similar securities for delivery at a future date at a predetermined price. This can increase the underlying fund’s market exposure, and the market price of the securities the fund contracts to repurchase could drop below their purchase price. While the fund can preserve and generate capital through the use of such contracts by, for example, realizing the difference between the sale price and the future purchase price, the income generated by the fund may be reduced by engaging in such transactions. In addition, these transactions may increase the turnover rate of the fund.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College 2015 Fund
Investment objectives
The fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital, depending on the proximity to its target date. The target date is meant to roughly correspond to the year in which the fund beneficiary will start to withdraw funds to meet higher education expenses. The fund will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity income and balanced funds as it approaches and passes its target date. In this way, the fund seeks to achieve an appropriate balance of total return and stability during different time periods.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
4.25%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Management fees
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.32
|
0.38
|
0.32
|
0.29
|
0.35
|
Acquired (underlying) fund fees and expenses
2
|
0.32
|
0.32
|
0.32
|
0.32
|
0.32
|
Total annual fund operating expenses
|
0.99
|
1.80
|
1.74
|
1.21
|
0.77
|
Fee waiver and/or expense reimbursement
3
|
0.11
|
0.11
|
0.11
|
0.11
|
0.11
|
Total annual fund operating expenses after fee waiver and/or expense reimbursement
|
0.88
|
1.69
|
1.63
|
1.10
|
0.66
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. In addition, the investment adviser is currently reimbursing a portion of the other expenses for each share class. This waiver and reimbursement will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The adviser may elect at its discretion to extend, modify or terminate the reimbursement at that time. The waiver may only be modified or terminated with the approval of the fund’s board. The amounts of the reimbursements in the table are estimated.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$531
|
$756
|
529-B
|
692
|
994
|
529-C
|
285
|
576
|
529-E
|
132
|
412
|
529-F-1
|
87
|
274
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$192
|
$594
|
529-C
|
185
|
576
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objectives by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as equity-income funds, balanced funds and bond funds. The fund categories represent differing investment objectives. For example, equity-income and balanced funds generally strive for income and growth through stocks and/or bond investments, while bond funds seek current income through bond investments.
The investment adviser may periodically rebalance or modify the asset mix of the funds and change the underlying fund investments. According to its current investment approach, the percentage of the fund invested in different categories will change until the fund reaches its target date. Upon reaching its target date, the fund will be principally invested in fixed-income funds and may merge into the Enrollment Fund, which will also be principally invested in fixed-income funds.
The fund’s investment adviser periodically reviews the investment strategies and asset mix of the underlying funds. The investment adviser will also consider whether overall market conditions would favor a change in the exposure of the fund to various asset types or geographic regions. Based on these considerations, the investment adviser may make adjustments to underlying fund holdings by adjusting the percentage of individual underlying funds within the fund, or adding or removing underlying funds. The investment adviser may also determine not to change the underlying fund allocations, particularly in response to short-term market movements, if in its opinion the combination of underlying funds is appropriate to meet the fund’s investment objective.
With respect to its fixed-income investments, the underlying funds in which the fund invests may hold debt securities with a wide range of quality and maturities. The fund may invest in underlying funds with significant exposure to bonds rated BB+ or below and Ba1 or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated BB+ or below and Ba1 or below are sometimes referred to as “junk bonds.” Exposure to lower rated securities may help the fund achieve its objective of providing current income.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The following chart illustrates the current investment approach of the fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that the fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the fund and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the common stocks, bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in stocks
— Investing in stocks may involve larger price swings and greater potential for loss than other types of investments. As a result, the value of the underlying funds may be subject to sharp, short-term declines in value.
Investing in income-oriented stocks
— Income provided by an underlying fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the underlying fund invests.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating
Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in mortgage-backed and asset-backed securities —
Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk as well as the risks associated with investing in debt securities in general. If interest rates fall and the loans underlying these securities are prepaid faster than expected, the underlying fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended, thus reducing the potential for the underlying fund to invest the principal in higher yielding securities.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Investing in future delivery contracts —
Contracts for future delivery of mortgage-related securities, such as to be announced contracts and mortgage dollar rolls, involve the fund selling mortgage-related securities and simultaneously contracting to repurchase similar securities for delivery at a future date at a predetermined price. This can increase the underlying fund’s market exposure, and the market price of the securities the fund contracts to repurchase could drop below their purchase price. While the fund can preserve and generate capital through the use of such contracts by, for example, realizing the difference between the sale price and the future purchase price, the income generated by the fund may be reduced by engaging in such transactions. In addition, these transactions may increase the turnover rate of the fund.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
American Funds College Enrollment Fund
Investment objective
The fund’s investment objective is to provide current income, consistent with preservation of capital.
Fees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class 529-A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 50 of the prospectus and on page 55 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
2.50%
|
none
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of the amount redeemed)
|
1.00
1
|
5.00%
|
1.00%
|
none
|
none
|
Maximum sales charge (load) imposed on reinvested dividends
|
none
|
none
|
none
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
none
|
none
|
none
|
Maximum annual account fee
|
$10
|
$10
|
$10
|
$10
|
$10
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Share classes
|
|
529-A
|
529-B
|
529-C
|
529-E
|
529-F-1
|
Management fees
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
0.10%
|
Distribution and/or service (12b-1) fees
|
0.25
|
1.00
|
1.00
|
0.50
|
0.00
|
Other expenses
2
|
0.38
|
0.44
|
0.38
|
0.35
|
0.41
|
Acquired (underlying) fund fees and expenses
2
|
0.35
|
0.35
|
0.35
|
0.35
|
0.35
|
Total annual fund operating expenses
|
1.08
|
1.89
|
1.83
|
1.30
|
0.86
|
Fee waiver and/or expense reimbursement
3
|
0.17
|
0.17
|
0.17
|
0.17
|
0.17
|
Total annual fund operating expenses after fee waiver and/or expense reimbursement
|
0.91
|
1.72
|
1.66
|
1.13
|
0.69
|
1
|
A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
|
2
|
Based on estimated amounts for a full fiscal year.
|
3
|
The investment adviser is currently waiving its management fee of .10%. In addition, the investment adviser is currently reimbursing a portion of the other expenses for each share class. This waiver and reimbursement will be in effect through at least December 31, 2013, unless modified or terminated by the fund’s board. The adviser may elect at its discretion to extend, modify or terminate the reimbursement at that time. The waiver may only be modified or terminated with the approval of the fund’s board. The amounts of the reimbursements in the table are estimated.
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share classes
|
1 year
|
3 years
|
529-A
|
$360
|
$ 608
|
529-B
|
695
|
1,016
|
529-C
|
289
|
598
|
529-E
|
135
|
434
|
529-F-1
|
90
|
297
|
For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
|
1 year
|
3 years
|
529-B
|
$195
|
$616
|
529-C
|
189
|
598
|
Portfolio turnover
The fund may pay 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. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results.
Principal investment strategies
The fund will attempt to achieve its investment objective by investing in a mix of American Funds bond funds. The fund will principally invest in funds that seek current income through bond investments.
When determining in which bond funds to invest, the investment adviser will predominately seek exposure to higher quality bonds (rated A- or better or A3 or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser, or unrated but determined by the fund’s investment adviser to be of equivalent quality) with intermediate to short-term durations. The fund may, however, invest in underlying funds with exposure to lower quality, higher yielding securities rated BBB+ or below and Baa1 or below (including those rated BB+ or below and Ba1 or below) or unrated but determined by the fund’s investment adviser to be of equivalent quality, and to bonds with longer durations.
The underlying funds may hold securities issued and guaranteed by the U.S. government, securities issued by federal agencies and instrumentalities and securities backed by mortgages or other assets. The investment adviser anticipates that exposure to mortgage-backed securities and asset-backed securities may help the fund generate current income. The underlying funds may also invest in the debt securities of governments, agencies, corporations and other entities domiciled outside the United States.
The fund’s investment adviser seeks to create a combination of underlying funds that complement each other with a goal of achieving the fund’s investment objective of providing current income, consistent with preservation of capital. In making this determination, the fund’s investment adviser considers the historical volatility and returns of the underlying funds and how various combinations would have behaved in past market environments. Consideration is also given to, among other topics, current market conditions and the investment positions of the underlying funds.
Principal risks
This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Allocation risk
— Investments in the fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the fund’s assets could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives.
Fund structure
— The fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund.
Because the fund’s investments consist of underlying funds, the fund’s risks are directly related to the risks of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions —
The prices of, and the income generated by, the bonds and other securities held by the underlying funds may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the underlying funds.
Investing in bonds —
Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Longer maturity debt securities may be subject to greater price fluctuations than shorter maturity debt securities. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the underlying fund having to reinvest the proceeds in lower yielding securities.
Bonds and other debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in bonds rated Ba1 or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the underlying fund’s investment adviser to be of equivalent quality. Such securities are considered speculative and are sometimes referred to as “junk bonds.” The value of the underlying funds may be similarly affected.
Investing outside the United States —
Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of political, social, economic or market developments or instability in the countries or regions in which the issuer operates. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different settlement and accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in mortgage-backed and asset-backed securities —
Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk as well as the risks associated with investing in debt securities in general. If interest rates fall and the loans underlying these securities are prepaid faster than expected, the underlying fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended, thus reducing the potential for the underlying fund to invest the principal in higher yielding securities.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Investing in future delivery contracts —
Contracts for future delivery of mortgage-related securities, such as to be announced contracts and mortgage dollar rolls, involve the fund selling mortgage-related securities and simultaneously contracting to repurchase similar securities for delivery at a future date at a predetermined price. This can increase the underlying fund’s market exposure, and the market price of the securities the fund contracts to repurchase could drop below their purchase price. While the fund can preserve and generate capital through the use of such contracts by, for example, realizing the difference between the sale price and the future purchase price, the income generated by the fund may be reduced by engaging in such transactions. In addition, these transactions may increase the turnover rate of the fund.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management
— The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, the underlying funds are subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause an underlying 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.
Investment results
Because the fund will begin investment operations on September 14, 2012, information regarding investment results is not available as of the date of this prospectus.
Management
Investment adviser
Capital Research and Management Company
Portfolio oversight committee
The investment adviser’s Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which the fund invests. The members of the Portfolio Oversight Committee are:
Investment professional/
Series title
(if applicable)
|
Investment professional
experience in this fund
|
Primary title with investment adviser
|
Bradley J. Vogt
Vice Chairman of the Board
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Alan N. Berro
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Nicholas J. Grace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
James B. Lovelace
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital Research Global Investors
|
Wesley K.-S. Phoa
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research Company
|
John H. Smet
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Fixed Income,
Capital Research and Management Company
|
Andrew B. Suzman
Senior Vice President
|
Less than 1 year
(since the series’ inception)
|
Senior Vice President – Capital World Investors
|
Purchase and sale of fund shares
The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For an employer-sponsored 529 account, the minimum is $25 to establish or add to an account.
You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-4225; faxing American Funds Service Company at 888/421-4351; or accessing our website at americanfunds.com.
Tax information
Dividends and capital gains distributed by the fund to tax-favored college savings accounts are not currently taxable. Please refer to the applicable program description for more information regarding the tax consequences of holding or selling Class 529 shares.
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 adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
Investment objectives, strategies and risks
The investment objectives, strategies and risks of each fund are summarized below:
Each fund in the series is designed for investors who plan to attend college in, or close to, the year designated in the fund’s name. Depending on its proximity to the target date, each fund will seek to achieve the following objectives to varying degrees: growth, income and preservation of capital. For example, the 2030 Fund, a fund with more years before anticipated enrollment, will emphasize growth more than a fund closer to the date of enrollment such as the 2015 Fund. As each fund approaches its target date, it will increasingly emphasize income and preservation of capital by investing a greater portion of its assets in bond, equity-income and balanced funds. In this way, each fund seeks to balance total return and stability over time. When each fund reaches its target date, it will principally invest in fixed-income funds and may merge into the Enrollment Fund, which will also principally invest in fixed-income funds. These objectives may be modified by the series’ board of trustees without shareholder approval.
The following chart illustrates the current investment approach of each fund by showing how its investment in the various fund categories will change over time.
Current investment approach
The investment adviser anticipates that each fund will invest its assets within a range that deviates no more than 10% above or below the investment approach set forth above. For example, a 20% target allocation to growth funds is not expected to be greater than 30% or less than 10%. The investment adviser will continuously monitor the funds and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Each fund may, from time to time, take temporary defensive positions by holding all, or a significant portion, of its assets in cash, money market instruments, shares of money market funds or other securities that may be deemed appropriate by the fund’s investment adviser.
Each fund’s investment objective is subject to change only upon 60 days’ written notice to shareholders. Each fund will attempt to achieve its investment objective by investing in a mix of American Funds in different combinations and weightings. The underlying American Funds represent a variety of fund categories such as growth funds, growth-and-income funds, equity-income funds, balanced funds and bond funds. Further, the fund categories represent differing investment objectives. For example, growth funds seek long-term growth primarily through investing in both U.S. stocks and stocks of issuers domiciled outside the United States. Growth-and-income funds seek long-term growth and income primarily through investments in stocks with some bond investments.
When a fund invests in one or more underlying American Funds, it will invest in Class R-6 shares of such underlying funds. Class R-6 shares have relatively low expenses, which reduce overall expenses. An investor holding the underlying funds directly and in the same proportions as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided by the fund. In addition to investing in a mix of American Funds, each fund may also invest in funds in the American Funds Insurance Series or other funds managed by Capital Research and Management Company and its affiliates, subject to obtaining any necessary regulatory approvals and notifying shareholders in advance.
The investment adviser will monitor the funds and may make modifications to either the investment approach or the underlying fund allocations that the investment adviser believes could benefit shareholders.
Investments in each fund are subject to risks related to the investment adviser’s allocation choices. The selection of the underlying funds and the allocation of the funds’ assets could cause the fund to lose value or its results to lag relevant benchmarks of other funds with similar objectives.
The success of each fund will be impacted by the results of the underlying funds. For this reason, it is important to understand the risks associated with investing in the underlying funds.
Market conditions
— The prices of, and the income generated by, the securities held by an underlying fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the
general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
Investing in stocks
— The growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) held by an underlying fund 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.
The income provided by income-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) held by an underlying fund may be reduced by changes in the dividend policies of the companies in which the underlying fund invests and the capital resources available for dividend payments at such companies.
Investing outside the United States
— The prices of securities of issuers domiciled outside the United States or with significant operations outside the United States may decline due to conditions specific to the countries or regions in which the issuer is domiciled or operates, including political, social, economic or market changes or instability in such countries or regions. The securities of issuers domiciled in certain countries outside the United States may be more volatile, less liquid and/or more difficult to value than those of U.S. issuers. Issuers in countries outside the United States may also be subject to different tax and accounting policies and different auditing, reporting, legal and regulatory standards. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Issuers in countries outside the United States may also be subject to different government and legal systems that make it difficult for the underlying fund to exercise its rights as a shareholder of the company. Further, there may be increased risks of delayed settlement of securities purchased or sold by an underlying fund. These investments may also be affected by changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. The risks of investing outside the United States may be heightened in connection with investments in emerging and developing countries.
Investing in emerging and developing countries —
Investing in countries with emerging or developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in developed countries. For instance, emerging and developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in bonds
— The prices of, and the income generated by, most bonds and other debt securities held by an underlying fund may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities in an underlying fund’s portfolio generally will decline when interest rates rise and increase when interest rates fall.
In addition, falling interest rates may cause an issuer to redeem, call or refinance a debt security before its stated maturity, which may result in an underlying fund having to reinvest the proceeds in lower yielding securities. Longer maturity debt securities generally have higher rates of interest and may be subject to greater price fluctuations than shorter maturity debt securities.
Bonds and other debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default.
Investing in lower rated bonds —
Lower rated bonds and other lower rated debt securities generally have higher rates of interest and involve greater risk of default or price declines due to changes in the issuer’s creditworthiness than those of higher quality debt securities. The market prices of these securities may fluctuate more than the prices of higher quality debt securities and may decline significantly in periods of general economic difficulty. These risks may be increased with respect to investments in junk bonds.
Thinly traded securities —
There may be little trading in the secondary market for particular bonds or other debt securities, which may make them more difficult to value, acquire or sell.
Investing in mortgage-backed and asset-backed securities
— Many types of bonds and other debt securities, including mortgage-backed/related securities, are subject to prepayment risk. For example, when interest rates fall, homeowners are more likely to refinance their home mortgages and “prepay” their principal earlier than expected. The underlying fund must then reinvest the prepaid principal in new securities when interest rates on new mortgage investments are falling, thus reducing the underlying fund’s income. Conversely, if interest rates increase, homeowners may not make prepayments to the extent expected, resulting in an extension of the expected terms of the securities backed by such mortgages. This reduces the potential for the underlying fund to invest the principal in higher yielding securities. In addition, the values of the securities ultimately depend upon the payment of the underlying loans by individuals.
Investing in U.S. government securities —
Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.
Investing in future delivery contracts
— An underlying fund may enter into contracts, such as to be announced contracts and mortgage dollar rolls, that involve an underlying fund selling mortgage-related securities and simultaneously contracting to repurchase similar securities for delivery at a future date at a predetermined price. This can increase the underlying fund’s market exposure, and the market price of the securities that the underlying fund contracts to repurchase could drop below their purchase price. While an underlying fund can preserve and generate capital through the use of such contracts by, for example, realizing the difference between the sale price and the future purchase price, the income generated by the underlying fund may be reduced by engaging in such transactions. In addition, these transactions may increase the turnover rate of the underlying fund.
Cash position and temporary investments
— An underlying fund may also hold cash or money market instruments. The percentage of an underlying fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, an underlying fund may hold all, or a significant portion, of its assets in cash, money market instruments or other securities that may be deemed appropriate by the fund’s investment adviser. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger amount of such holdings could negatively affect a fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce a fund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions.
Management —
The investment adviser to the fund and to the underlying funds actively manages each underlying fund’s investments. Consequently, an underlying fund is subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause the underlying fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives.
Information regarding the underlying funds
The investment objectives and principal investment strategies of the underlying funds are summarized below and on the following pages. They should not be construed as an offer to purchase the underlying funds. Underlying fund information is as of the most recent underlying fund prospectus prior to the date of this prospectus. For additional and more current information regarding the underlying funds, investors should read the current prospectuses and statements of additional information of the underlying funds.
Each fund will invest in some, but not all, of the underlying funds listed below. Some underlying funds may not be underlying investments for any fund, while others may serve as underlying investments for multiple funds.
The fund relies on the professional judgment of the investment adviser to the fund and to the underlying funds to make decisions about the underlying 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.
Underlying funds – Growth funds
AMCAP Fund
The fund’s investment objective is to provide you with long-term growth of capital.
The fund invests primarily in common stocks of U.S. companies that have solid long-term growth records and the potential for good future growth.
EuroPacific Growth Fund
The fund’s investment objective is to provide you with long-term growth of capital.
The fund invests primarily in common stocks of issuers in Europe and the Pacific Basin that the investment adviser believes have the potential for growth. Growth stocks are stocks that the investment adviser believes have the potential for above-average capital appreciation.
Normally the fund will invest at least 80% of its net assets in securities of issuers in Europe and the Pacific Basin. A country will be considered part of Europe if it is part of the MSCI European indexes, and part of the Pacific Basin if any of its borders touches the Pacific Ocean. The fund may invest a portion of its assets in common stocks and other securities of companies in countries with emerging or developing economies and/or markets.
The Growth Fund of America
The fund’s investment objective is to provide you with growth of capital.
The fund invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. The fund may invest a portion of its assets in securities of issuers domiciled outside the United States.
The New Economy Fund
The investment objective of the fund is long-term growth of capital. Current income is a secondary consideration.
The fund seeks to achieve its objectives by investing in securities of companies that can benefit from innovation, exploit new technologies or provide products and services that meet the demands of an evolving global economy.
In pursuing its investment objectives, the fund invests primarily in common stocks that the investment adviser believes have the potential for growth. The fund also invests in common stocks with the potential to pay dividends. The fund may invest a significant portion of its assets in issuers based outside the United States, including those based in emerging and developing countries.
New Perspective Fund
The fund’s primary investment objective is to provide you with long-term growth of capital. Future income is a secondary objective.
The fund seeks to take advantage of investment opportunities generated by changes in international trade patterns and economic and political relationships by investing in common stocks of companies located around the world.
In pursuing its primary investment objective, the fund invests primarily in common stocks that the investment adviser believes have the potential for growth. In pursuing its secondary objective, the fund invests in common stocks of companies with the potential to pay dividends in the future.
New World Fund
The fund’s investment objective is long-term capital appreciation.
The fund invests primarily in common stocks of companies with significant exposure to countries with developing economies and/or markets. Many of these countries may be referred to as emerging countries or emerging markets. The fund may also invest in debt securities of issuers, including issuers of lower rated bonds (rated Ba1 or below and BB+ or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser), with exposure to these countries. Bonds rated Ba1 or BB+ or below are sometimes referred to as “junk bonds.”
Under normal market conditions, the fund will invest at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economies and/or markets.
In determining whether a country is qualified, the fund’s investment adviser will consider such factors as the country’s per capita gross domestic product, the percentage of the country’s economy that is industrialized, market capital as a percentage of gross domestic product, the overall regulatory environment, the presence of government regulation limiting or banning foreign ownership, and restrictions on repatriation of initial capital, dividends, interest and/or capital gains.
The fund may invest in equity securities of any company, regardless of where it is based, if the fund’s investment adviser determines that a significant portion of the company’s assets or revenues (generally 20% or more) is attributable to developing countries. In addition, the fund may invest up to 25% of its assets in nonconvertible debt securities of issuers, including issuers of lower rated bonds and government bonds, that are primarily based in qualified countries or that have a significant portion of their assets or revenues attributable to developing countries. The fund may also, to a limited extent, invest in securities of issuers based in nonqualified developing countries.
SMALLCAP World Fund
The fund’s investment objective is to provide you with long-term growth of capital.
Normally the fund invests at least 80% of its net assets in growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) of companies with small market capitalizations, measured at the time of purchase. However, the fund’s holdings of small capitalization stocks may fall below the 80% threshold due to subsequent market action. The investment adviser currently defines “small market capitalization” companies to be companies with market capitalizations of $4.0 billion or less. The investment adviser has periodically re-evaluated and adjusted this definition and may continue to do so in the future. Under normal circumstances, the fund will invest a significant portion of its assets outside the United States.
Underlying funds – Growth-and-income funds
American Mutual Fund
The fund strives for the balanced accomplishment of three objectives: current income, growth of capital and conservation of principal.
The fund seeks to invest primarily in common stocks of companies that are likely to participate in the growth of the American economy and whose dividends appear to be sustainable. The fund invests primarily in securities of issuers domiciled in the United States and Canada.
The fund’s equity investments are limited to securities of companies that are included on its eligible list. In light of the fund’s investment objectives and policies, securities are added to, or deleted from, the eligible list by the fund’s board of trustees after reviewing and acting upon the recommendations of the fund’s investment adviser. The investment adviser bases its recommendations on a number of factors, such as the fund’s investment objectives and policies, whether a company is considered a leader in its industry and a company’s dividend payment prospects. Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.
The fund may also invest in bonds and other debt securities, including those issued by the U.S. government and by federal agencies and instrumentalities. Debt securities purchased by the fund are rated investment grade or better or determined by the fund’s investment adviser to be of equivalent quality.
Capital World Growth and Income Fund
The fund’s investment objective is to provide you with long-term growth of capital while providing current income.
The fund invests primarily in common stocks of well-established companies located around the world, many of which have the potential to pay dividends. The fund invests, on a global basis, in common stocks that are denominated in U.S. dollars or other currencies. Under normal market circumstances the fund will invest a significant portion of its assets in securities of issuers domiciled outside the United States, including those based in developing countries.
The fund is designed for investors seeking both capital appreciation and income. In pursuing its objective, the fund tends to invest in stocks that the investment adviser believes to be relatively resilient to market declines.
Fundamental Investors
The fund’s investment objective is to achieve long-term growth of capital and income.
The fund seeks to invest primarily in common stocks of companies that appear to offer superior opportunities for capital growth and most of which have a history of paying dividends. In addition, the fund may invest significantly in securities of issuers domiciled outside the United States.
International Growth and Income Fund
The fund’s investment objective is to provide you with long-term growth of capital while providing current income.
The fund invests primarily in stocks of larger, well-established companies domiciled outside the United States, including in emerging market 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 primarily listed on exchanges outside the United States. 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 will focus on stocks of companies with strong earnings that pay dividends.
The Investment Company of America
The fund’s investment objectives are to achieve long-term growth of capital and income.
The fund invests primarily in common stocks, most of which have a history of paying dividends. The fund’s investments are limited to securities of companies that are included on its eligible list. In light of the fund’s investment objectives and policies, securities are added to, or deleted from, the eligible list by the fund’s board of trustees after reviewing and acting upon the recommendations of the fund’s investment adviser. The investment adviser bases its recommendations on a number of factors, such as the fund’s investment objectives and policies, whether a company is considered a leader in its industry and a company’s dividend payment prospects. Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size. In the selection of common stocks and other securities for investment, potential for capital appreciation and future dividends are given more weight than current yield.
The fund may invest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the United States.
Washington Mutual Investors Fund
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
The fund invests primarily in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends. The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court’s Legal List procedure, which was in effect for many years. The fund has an “Eligible List” — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the issuers on the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.
Underlying funds – Equity-income and balanced funds
American Balanced Fund
The investment objectives of the fund are: (1) conservation of capital, (2) current income and (3) long-term growth of capital and income.
The fund approaches the management of its investments as if they constituted the complete investment program of the prudent investor. The fund invests in a broad range of securities, including common stocks and investment-grade bonds (rated Baa3 or better or BBB- or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality). The fund also invests in securities issued and guaranteed by the U.S. government and by federal agencies and instrumentalities. In addition, the fund may invest a portion of its assets in common stocks, most of which have a history of paying dividends, bonds and other securities of issuers domiciled outside the United States.
Normally the fund will maintain at least 50% of the value of its assets in common stocks and at least 25% of the value of its assets in debt securities, including money market securities. Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.
American Funds Global Balanced Fund
This fund seeks the balanced accomplishment of three objectives: long-term growth of capital, conservation of principal and current income.
As a balanced fund with global scope, the fund seeks to invest in equity and debt securities around the world that offer the opportunity for growth and/or provide dividend income, while also constructing the portfolio to protect principal and limit volatility. The fund will allocate its assets among various countries, including the United States (but in no fewer than three countries). Under normal market conditions, the fund will invest significantly (at least 40% of its net assets — unless market conditions are not deemed favorable by the fund’s investment adviser, in which case the fund would invest at least 30% of its net assets) in issuers outside the United States.
The fund’s ability to invest in issuers outside the United States includes investing in emerging country issuers.
Normally the fund will maintain at least 45% of the value of its assets in common stocks and other equity investments. Although the fund’s equity investments focus on medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.
Normally the fund will invest at least 25% of the value of its assets in bonds and other debt securities (including money market instruments). These will consist of investment-grade securities (rated Baa3 or better or BBB– or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser).
Capital Income Builder
The fund has two primary investment objectives. It seeks (1) to provide you with a level of current income that exceeds the average yield on U.S. stocks generally and (2) to provide you with a growing stream of income over the years. The fund’s secondary objective is to provide you with growth of capital.
The fund normally will invest at least 90% of its assets in income-producing securities (with at least 50% of its assets in common stocks and other equity securities). The fund invests primarily in a broad range of income-producing securities, including common stocks and bonds. In seeking to provide you with a level of current income that exceeds the average yield on U.S. stocks, the fund generally looks to the average yield on stocks of companies listed on the S&P 500. The fund may also invest significantly in common stocks, bonds and other securities of issuers domiciled outside the United States.
The Income Fund of America
The fund’s investment objectives are to provide you with current income while secondarily striving for capital growth.
Normally the fund invests primarily in income-producing securities. These include equity securities, such as dividend-paying common stocks, and debt securities, such as interest-paying bonds.
Generally at least 60% of the fund’s assets will be invested in common stocks and other equity-type securities. However, the composition of the fund’s investments in equity, debt and cash or money market instruments may vary substantially depending on various factors, including market conditions. The fund may also invest up to 25% of its assets in equity securities of issuers domiciled outside the United States. In addition, the fund may invest up to 20% of its assets in lower quality, higher yielding nonconvertible debt securities (rated Ba1 and BB+ or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser). Such securities are sometimes referred to as “junk bonds.” The fund may also invest up to 10% of its assets in debt securities of issuers domiciled outside the United States; however, these securities must be denominated in U.S. dollars.
Underlying funds – Bond funds
American Funds Mortgage Fund
The fund’s investment objective is to provide current income and preservation of capital.
Normally at least 80% of the fund’s assets will be invested in mortgage-related securities, including securities collateralized by mortgage loans and contracts for future delivery of such securities (such as to be announced contracts and mortgage dollar rolls). The fund will invest primarily in mortgage-related securities that are sponsored or guaranteed by the U.S. government, such as securities issued by government sponsored entities that are not backed by the full faith and credit of the U.S. government, and nongovernment mortgage-related securities that are rated in the Aaa or AAA rating category (by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser) or unrated but determined to be of equivalent quality by the fund’s investment adviser. The fund may also invest a portion of its assets in debt issued by federal agencies.
American High-Income Trust
The fund’s primary investment objective is to provide you with a high level of current income. Its secondary investment objective is capital appreciation.
The fund invests primarily in higher yielding and generally lower quality debt securities (rated Ba1 or below or BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the fund’s investment adviser to be of equivalent quality), including corporate loan obligations. Such securities are sometimes referred to as “junk bonds.” The fund may also invest a portion of its assets in securities of issuers domiciled outside the United States.
The fund is designed for investors seeking a high level of current income and who are able to tolerate greater credit risk and price fluctuations than those that exist in funds investing in higher quality debt securities.
The Bond Fund of America
The fund’s investment objective is to provide as high a level of current income as is consistent with the preservation of capital.
The fund seeks to maximize your level of current income and preserve your capital by investing primarily in bonds. Normally the fund invests at least 80% of its assets in bonds and other debt securities. The fund invests a majority of its assets in debt securities with quality ratings of A3 or better or A- or better by Nationally Recognized Statistical Ratings Organizations designated by the fund’s investment adviser, or in debt securities that are unrated but determined to be of equivalent quality by the fund’s investment adviser, including securities issued and guaranteed by the United States and other governments, securities of corporate issuers and securities backed by mortgages and other assets.
The fund may also invest in debt securities and mortgage-backed securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government. The fund invests in debt securities with a wide range of maturities.
The fund’s current practice is not to invest more than 10% of its assets in debt securities rated Ba1 and BB+ or below by Nationally Recognized Statistical Ratings Organizations designated by the fund’s investment adviser or in debt securities that are unrated but determined by the fund’s investment adviser to be of equivalent quality. Securities rated Ba1 and BB+ or below are sometimes referred to as “junk bonds.”
Capital World Bond Fund
The fund’s investment objective is to provide you, over the long term, with a high level of total return consistent with prudent investment management. Total return comprises the income generated by the fund and the changes in the market value of the fund’s investments.
Under normal market circumstances, the fund will invest at least 80% of its assets in bonds. The fund invests primarily in debt securities of governmental, supranational and corporate issuers denominated in various currencies, including U.S. dollars. The fund may invest substantially in securities of issuers domiciled outside the United States, including issuers domiciled in emerging market and developing countries. Normally the fund’s debt obligations will consist substantially of investment-grade bonds (rated Baa3 or better or BBB– or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser). The fund may also invest up to 25% of its assets in lower quality, higher yielding debt securities (rated Ba1 or below and BB+ or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser). Such securities are sometimes referred to as “junk bonds.” The total return of the fund will be the result of interest income, changes in the market value of the fund’s investments and changes in the values of other currencies relative to the U.S. dollar.
The fund is nondiversified, which allows it to invest a greater percentage of its assets in any one issuer than would otherwise be the case. However, the fund intends to limit its investments in the securities of any single issuer.
Intermediate Bond Fund of America
The fund’s investment objective is to provide you with current income consistent with the maturity and quality standards described in its prospectus and preservation of capital.
The fund maintains a portfolio of bonds, other debt securities and money market instruments having a dollar-weighted average maturity of no less than three years and no greater than five years under normal market conditions. The fund invests primarily in bonds and other debt securities with quality ratings of A– or better or A3 or better (by a Nationally Recognized Statistical Rating Organization designated by the fund’s investment adviser) or unrated but determined to be of equivalent quality by the fund’s investment adviser. The fund may invest up to 10% of its assets in bonds and other debt securities rated in the BBB or Baa rating category (by a Nationally Recognized Statistical Rating Organization designated by the fund’s investment adviser) or in unrated securities determined to be of equivalent quality by the fund’s investment adviser.
The fund primarily invests in intermediate-term debt securities. These include securities issued and guaranteed by the U.S. government, debt securities and mortgage-backed securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government. In addition, the fund may invest in mortgage-backed securities issued by private issuers and asset-backed securities (securities backed by assets such as auto loans, credit card receivables or other providers of credit).
Short-Term Bond Fund of America
The fund’s investment objective is to provide you with current income, consistent with the maturity and quality standards described in its prospectus, and preservation of capital.
The fund will invest at least 80% of its assets in bonds (bonds include any debt instrument and cash equivalents). The fund maintains a portfolio having a dollar-weighted average maturity no greater than three years and consisting primarily of debt securities rated AA– or Aa3 or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser. The fund may invest up to 10% of its assets in debt securities in the A rating category or in unrated securities determined by the fund’s investment adviser to be of equivalent quality.
The fund primarily invests in short-term debt securities, including securities issued and guaranteed by the U.S. government, securities of corporate issuers, mortgage-backed securities and debt securities and mortgage-backed securities issued by government sponsored entities and Federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government. The fund may also invest in asset-backed securities (securities backed by assets such as auto loans, credit card receivables or other providers of credit).
U.S. Government Securities Fund
The fund’s investment objective is to provide a high level of current income consistent with prudent investment risk and preservation of capital.
Normally the fund’s assets will be invested primarily in securities that are guaranteed or sponsored by the U.S. government, including bonds and other debt securities. The fund may also invest in mortgage-backed securities issued by federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government. The fund invests in debt securities with a wide range of maturities.
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 funds and other funds, including the underlying American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio and business affairs of the funds. The estimated total management fee to be paid by each fund, 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 regarding management fees.
Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into 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 both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income 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 applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority 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. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
Portfolio holdings
Portfolio holdings information for each fund in the series is available on the American Funds website at americanfunds.com. A description of the funds’ policies and procedures regarding disclosure of information about their portfolio holdings is available in the statement of additional information.
Multiple Portfolio Counselor System
®
for the underlying funds
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets for the underlying funds. Under this approach, the portfolio of each underlying fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of an underlying fund’s portfolio. Investment decisions are subject to the underlying 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.
Portfolio management for the series
Capital Research and Management Company is the investment adviser to the American Funds College Target Date Series. For each fund in the series, the Portfolio Oversight Committee works as a team to develop the allocation approach and select the underlying funds in which each fund invests.
The table below shows the investment experience and role in management for each of the series’ investment professionals.
Investment professional
|
Investment experience
|
Experience in this series
|
Role in management of the series
|
Bradley J. Vogt
|
Investment professional for 25 years, all with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
Alan N. Berro
|
Investment professional for 26 years in total; 21 years with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
Nicholas J. Grace
|
Investment professional for 22 years in total; 19 years with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
James B. Lovelace
|
Investment professional for 30 years, all with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
Wesley K.-S. Phoa
|
Investment professional for 19 years in total; 13 years with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
John H. Smet
|
Investment professional for 30 years in total; 29 years with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
Andrew B. Suzman
|
Investment professional for 19 years, all with Capital Research and Management Company or affiliate
|
Less than 1 year
(since the series’ inception)
|
Serves as a member of the Portfolio Oversight Committee
|
Information regarding the investment professionals’ compensation, their ownership of securities in the series and other accounts they manage is in the statement of additional information.
Certain privileges and/or services described on the following pages of this prospectus and in the statement of additional information may not be available to you, depending on your investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer or 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 series’ statement of additional information and the owner’s guide sent to new American Funds shareholders entitled
Welcome
.
Class 529 shareholders should also refer to the applicable program description for information on policies and services specifically relating to their account(s).
These documents are available by writing to or calling American Funds Service Company.
Purchase, exchange and sale of shares
The series’ transfer agent, on behalf of the series and American Funds Distributors,
®
the series’ 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 series 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 529-A shares) next determined after investment instructions are received and accepted by the transfer agent. If investment instructions are not received, your money will be invested in Class 529-A shares of American Funds Money Market Fund
®
on the third business day after receipt of your investment.
If the amount of your cash investment is $5,000 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 group accounts.
Valuing shares
The net asset value of each share class of each fund in the series is calculated based upon the net asset values of the underlying funds in which each fund invests. The prospectuses for the underlying funds explain the circumstances under which the underlying funds will use fair value pricing and the effects of using fair value pricing. 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. Assets are valued primarily on the basis of market quotations. However, the underlying funds have adopted procedures for making “fair value” determinations if market quotations are not readily available or are not considered reliable. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value of any of the underlying fund’s securities that principally trade in those international markets, those securities will be valued in accordance with fair value procedures. Use of these procedures is intended to result in more appropriate net asset values. In addition, such use is intended to reduce potential arbitrage opportunities otherwise available to short-term investors.
Because the underlying funds may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the fund does not price its shares, the 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 529-A shares) or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction. A contingent deferred sales charge may apply at the time you sell certain Class 529-A, 529-B and 529-C shares.
Class 529 shares may be purchased only through an account established with a 529 college savings plan managed by the American Funds organization. Investors residing in any state may open this type of account and purchase Class 529 shares by contacting any financial adviser (who may impose transaction charges in addition to those described in this prospectus) authorized to sell such an account. You may purchase additional shares in various ways, including through your financial adviser and by mail, telephone, the Internet and bank wire. Accounts holding Class 529 shares are subject to a $10 account setup fee and an annual $10 account maintenance fee.
Class 529-B shares
Class 529-B shares may not be purchased or acquired, except by exchange from Class 529-B shares of another fund in the American Funds family. Any other investment received by the fund that is intended for Class 529-B shares will instead be invested in Class 529-A shares and will be subject to any applicable sales charges.
Shareholders with investments in Class 529-B shares may continue to hold such shares until they convert to Class 529-A shares. However, no additional investments will be accepted in Class 529-B shares. Dividends and capital gain distributions may continue to be reinvested in Class 529-B shares until their conversion dates. In addition, shareholders invested in Class 529-B shares will be able to exchange those shares for Class 529-B shares of other American Funds offering Class 529-B shares until they convert.
Automatic conversion of Class 529-B shares
Class 529-B shares automatically convert to Class 529-A shares in the month of the eight-year anniversary of the original Class 529-B share purchase date. The Internal Revenue Service currently takes the position that these automatic conversions are not taxable. Should its position change, the automatic conversion feature may be suspended. If this happens, you would have the option of converting your Class 529-B shares to Class 529-A shares in the month of the eighth year anniversary date as 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 529-F-1 shares
You may generally open an account and purchase Class 529-F-1 shares only through fee-based programs of investment dealers that have special agreements with the series’ distributor, through certain registered investment advisers and through other intermediaries approved by the series’ distributor. These intermediaries typically charge ongoing fees for services they provide. Intermediary fees are not paid by the series and normally range from .75% to 1.50% of assets annually, depending on the services offered.
Purchase of Class 529-E shares
Class 529-E shares may be purchased only by employees participating through an eligible employer plan.
Purchase minimums and maximums
Purchase minimums described in this prospectus may be waived in certain cases. In addition, the fund reserves the right to redeem the shares of any shareholder for their then current net asset value per share if the shareholder’s aggregate investment in the fund falls below the fund’s minimum initial investment amount. See the statement of additional information for details.
For accounts established with an automatic investment plan, the initial purchase minimum of $250 may be waived if the purchases (including purchases through exchanges from another fund) made under the plan are sufficient to reach $250 within five months of account establishment. For an employer-sponsored program, the minimums may be as little as $25.
The effective purchase maximums for Class 529-A, 529-C, 529-E and 529-F-1 shares will reflect the maximum applicable contribution limits under state law. See the applicable program description for more information.
If you have significant American Funds holdings, you may not be eligible to invest in Class 529-C shares. Specifically, you may not purchase Class 529-C shares if you are eligible to purchase Class 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.
The maximum contribution limit for plans administered by the Virginia College Savings Plan is $350,000 for each beneficiary. The $350,000-per-beneficiary limit applies across all plans administered by Virginia College Savings Plan, including CollegeAmerica, the Virginia Education Savings Trust, the Virginia Prepaid Education Program and CollegeWealth. Multiple accounts for the same beneficiary will be combined to determine if the maximum contribution amount has been reached. Once the total balance (including any earnings) reaches $350,000, we will not accept additional contributions or rollovers.
Exchange
Generally, you may exchange your shares into shares of the same class of other American Funds without a sales charge. Class A, C or F-1 shares may generally be exchanged into the corresponding 529 share class without a sales charge. Class B shares may not be exchanged into Class 529-B shares.
Exchanges from Class A, C or F-1 shares to the corresponding 529 share class, particularly in the case of Uniform Gifts to Minors Act or Uniform Transfers to Minors Act custodial accounts, may result in significant legal and tax consequences, as described in the applicable program description. Please consult your financial adviser before making such an exchange.
Exchanges of shares from American Funds Money Market Fund initially purchased without a sales charge generally will be subject to the appropriate sales charge. For purposes of computing the contingent deferred sales charge on Class 529-B and 529-C shares, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by any permitted exchange.
Exchanges have the same tax consequences as ordinary sales and purchases. For example, to the extent you exchange shares held in a taxable account that are worth more now than what you paid for them, the gain will be subject to taxation.
See “Transactions by telephone, fax or the Internet” under the section “How to sell shares” in 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.
The IRS allows account owners in 529 plans to reallocate their investments only once per calendar year for the same owner and beneficiary. See the applicable program description for more information.
How to sell shares
You may sell (redeem) shares in any of the following ways:
Through your dealer or financial adviser (certain charges may apply)
• Shares held for you in your dealer’s name must be sold through the dealer.
|
• Generally, Class 529-F shares must be sold through intermediaries such as dealers or financial advisers.
|
Writing to American Funds Service Company
• Requests must be signed by the registered shareholder(s).
• A signature guarantee is required if the redemption is:
|
— made payable to someone other than the registered shareholder(s); or
|
|
— sent to an address other than the address of record or to an address of record that has been changed within the last 10 days.
|
|
• American Funds Service Company reserves the right to require signature guarantee(s) on any redemption.
|
|
• Additional documentation may be required for redemptions of shares held in corporate, partnership or fiduciary accounts.
|
Telephoning or faxing American Funds Service Company or using the Internet
·
|
Redemptions by telephone, fax or the Internet (including American FundsLine and americanfunds.com) are limited to $75,000 per American Funds shareholder each day.
|
·
|
Checks must be made payable to the registered shareholder.
|
·
|
Checks must be mailed to an address of record that has been used with the account for at least 10 days.
|
If you recently purchased shares and subsequently request a redemption of those shares, you will receive proceeds from the redemption once a sufficient period of time has passed to reasonably ensure that checks or drafts (including certified or cashier’s checks) for the shares purchased have cleared (normally 10 business days).
Although payment of redemptions normally will be in cash, the series’ 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 series’ board of trustees.
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 series, 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 series may be liable for losses due to unauthorized or fraudulent instructions.
Frequent trading of fund shares
The series and American Funds Distributors reserve the right to reject any purchase order for any reason. The funds in the series are not designed to serve as vehicles 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 series or American Funds Distributors has determined could involve actual or potential harm to the funds, may be rejected.
The series, 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 series 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.
American Funds Service Company will work with certain intermediaries (such as investment dealers holding shareholder accounts in street name 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 series. 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 series’ surveillance procedures described above, all transactions in fund shares remain subject to the right of the series and American Funds Distributors to restrict potentially abusive trading generally. See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in the American Funds.
The IRS allows account owners in 529 plans to reallocate their investments only once per calendar year for the same owner and beneficiary. See the applicable program description for more information.
Distributions and taxes
Dividends and distributions
Each fund intends to distribute dividends to you, usually in December. Dividends may fluctuate.
Capital gains, if any, are usually distributed in December. When a dividend or a capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
Dividends and capital gain distributions for 529 share classes will be reinvested automatically.
Taxes on dividends and distributions
Dividends and capital gain distributions that are automatically reinvested in tax-favored college savings accounts are not currently taxable.
Other tax considerations
The IRS allows account owners in 529 plans (also known as Qualified Tuition Plans) to reallocate their investments only once per calendar year for the same owner and beneficiary. Such a reallocation will not result in a capital gain or loss for federal or state income tax purposes. Withdrawals may not result in tax consequences if used for certain qualified higher education expenses. However, the account owner cannot deduct contributions to 529 plans for federal income tax purposes. Please refer to the applicable program description for more information. The CollegeAmerica 529 program description and additional information is on our website, americanfunds.com.
Shareholder fees
Fees borne directly by a fund normally have the effect of reducing a shareholder’s taxable income on distributions. By contrast, fees paid directly to advisers by a fund shareholder for ongoing advice are deductible for income tax purposes only to the extent that they (combined with certain other qualifying expenses) exceed 2% of such shareholder’s adjusted gross income.
Please see your tax adviser for more information. You should also refer to the applicable program description for more information regarding the tax consequences of selling Class 529 shares.
Choosing a share class
The funds offer different classes of shares through this prospectus. The services or share classes available to you may vary depending upon how you wish to purchase shares of the fund.
Each share class represents an investment in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you to choose the class that best fits your situation.
When you purchase shares of a fund for an individual-type account, you should choose a share class. If none is chosen, your investment will be made in Class 529-A shares.
Factors you should consider when choosing a class of shares include:
·
|
how long you expect to own the shares;
|
·
|
how much you intend to invest;
|
·
|
total expenses associated with owning shares of each class;
|
·
|
whether you qualify for any reduction or waiver of sales charges (for example, Class 529-A shares may be a less expensive option over time, particularly if you qualify for a sales charge reduction or waiver);
|
·
|
whether you plan to take any distributions in the near future (for example, the contingent deferred sales charge will not be waived if you sell your Class 529-B or 529-C shares to cover higher education expenses); and
|
·
|
availability of share classes:
|
—
|
Class 529-B shares may not be purchased or acquired except by exchange from Class 529-B shares of another fund in the American Funds family; and
|
—
|
Class 529-F-1 shares are generally available only to fee-based programs of investment dealers that have special agreements with the fund’s distributor, to certain registered investment advisers and to other intermediaries approved by the fund’s distributor.
|
Each investor’s financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
Sales charges
Class 529-A shares
The initial sales charge you pay each time you buy Class 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.
Sales charges for American Funds College 2030 Fund, American Funds College 2027 Fund, American Funds College 2024 Fund, American Funds College 2021 Fund, American Funds College 2018 Fund and American Funds College 2015 Fund
|
Sales charge as a percentage of:
|
|
Investment
|
Offering price
|
|
Dealer commission
as a percentage
of offering price
|
Less than $100,000
|
4.25%
|
4.44%
|
3.50%
|
$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
|
Sales charges for American Funds College Enrollment Fund
|
Sales charge as a percentage of:
|
|
Investment
|
Offering price
|
Net amount
invested
|
Dealer commission
as a percentage
of offering price
|
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 tables 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. Although there is a $350,000 maximum on all Class 529 shares, other American Funds investments may be combined with your fund investments for purposes of determining the sales charge applicable to you. Please see “Sales charge reductions and waivers” in this prospectus.
Except as provided below, investments in Class 529-A shares when combined with other American Funds investments such that they in aggregate reach $1 million or more may be subject to a 1% contingent deferred sales charge if the shares are sold within one year of purchase.
The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less.
Class 529-A share purchases not subject to sales charges
The distributor may pay dealers a commission of up to 1% on investments made in Class 529-A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus). Transfers from certain 529 plans to plans managed by the American Funds organization will be made with no sales charge. No commission will be paid to the dealer on such a transfer. Please see the statement of additional information for more information.
Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds and employees of The Capital Group Companies, Inc. and its affiliates. Please see the statement of additional information for further details.
Class 529-B and 529-C shares
For Class 529-B shares, a contingent deferred sales charge may be applied to shares you sell within six years of your original Class B share purchase date, as shown in the table below. The contingent deferred sales charge is eliminated six years after purchase.
Contingent deferred sales charge on Class
529-
B shares
|
Year of redemption:
|
1
|
2
|
3
|
4
|
5
|
6
|
7+
|
Contingent deferred sales charge:
|
5%
|
4%
|
4%
|
3%
|
2%
|
1%
|
0%
|
Class 529-C shares are sold without any initial sales charge. American Funds Distributors pays 1% of the amount invested to dealers who sell Class 529-C shares. A contingent deferred sales charge of 1% applies if Class 529-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 529-B or 529-C shares, expressed as a percentage of the applicable redemption amount, may be higher or lower than the percentages described above due to rounding.
Class 529-E and Class 529-F shares
Class 529-E and Class 529-F shares are sold without any initial or contingent deferred sales charge.
See “Plans of distribution” in this prospectus for ongoing compensation paid to your dealer or financial adviser 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 this prospectus. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the contingent deferred sales charge, if you sell only some of your shares, shares that are not subject to any contingent deferred sales charge will be sold first, followed by shares that you have owned the longest.
Sales charge reductions and waivers
To receive a reduction in your Class 529-A initial sales charge, you must let your financial adviser or American Funds Service Company know at the time you purchase shares that you qualify for such a reduction. If you do not let your adviser or American Funds Service Company know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds.
In addition to the information in this prospectus, you may obtain more information about share classes, sales charges and sales charge reductions and waivers through a link on the home page of the American Funds website at americanfunds.com, from the statement of additional information or from your financial adviser.
Reducing your Class 529-A initial sales charge
Consistent with the policies described in this prospectus, you and your “immediate family” (your spouse — or equivalent if recognized under local law — and your children under the age of 21) may combine all of your American Funds investments to reduce Class 529-A sales charges. Unless otherwise indicated below, certain investments in the American Funds Target Date Retirement Series and American Funds Portfolio Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus and the American Funds Portfolio Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class 529-A sales charge:
Aggregating accounts
To receive a reduced Class 529-A sales charge, investments made by you and your immediate family (see above) may be aggregated if made for your own account(s) and/or certain other accounts, such as:
·
|
trust accounts established by the above individuals (please see the statement of additional information for details regarding aggregation of trust accounts where the person(s) who established the trust is/are deceased);
|
·
|
solely controlled business accounts; and
|
·
|
single-participant retirement plans.
|
Investments made through employer-sponsored retirement plan accounts will not be aggregated with individual-type accounts.
Concurrent purchases
You may combine simultaneous purchases (including, upon your request, purchases for gifts) of any class of shares of two or more American Funds (excluding American Funds Money Market Fund) to qualify for a reduced Class 529-A sales charge.
Rights of accumulation
You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds Money Market Fund) to determine the initial sales charge you pay on each purchase of Class 529-A shares. Subject to your investment dealer’s capabilities, your accumulated holdings will be calculated as the higher of
(a)
the current value of your existing holdings (as of the day prior to your additional American Funds investment) or
(b)
the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.
If you make a gift of shares, upon your request you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds accounts.
Statement of intention
You may reduce your Class 529-A sales charge by establishing a statement of intention. A statement of intention allows you to combine all purchases of all share classes of the American Funds (excluding American Funds Money Market Fund) that you intend to make over a 13-month period to determine the applicable sales charge; however, purchases made under a right of reinvestment, appreciation of your holdings, and reinvested dividends and capital gains do not count as purchases made during the statement period. Your accumulated holdings (as described and calculated under “Rights of accumulation” above) eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class 529-A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See the discussion regarding employer-sponsored retirement plans under “Purchase, exchange and sale of shares” in this prospectus for more information.
Right of reinvestment
If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds, provided that the reinvestment occurs within 90 days after the date of the redemption, dividend payment or distribution and is made into the same account from which you redeemed the shares or received the dividend payment or distribution. If the account has been closed, you may reinvest without a sales charge if the new receiving account has the same registration as the closed account and the reinvestment is made within 90 days after the date of redemption, dividend payment or distribution.
Proceeds from a Class 529-B share redemption for which a contingent deferred sales charge was paid will be reinvested in Class 529-A shares without any initial sales charge. If you redeem Class 529-B shares without paying a contingent deferred sales charge, you may reinvest the proceeds in Class 529-B shares or purchase Class 529-A shares; if you purchase Class 529-A shares, you are responsible for paying any applicable Class 529-A sales charges. Proceeds from any other type of redemption and all dividend payments and capital gain distributions will be reinvested in the same share class from which the original redemption, dividend payment or distribution was made. Any contingent deferred sales charge on Class 529-A or 529-C shares will be credited to your account. Redemption proceeds of Class 529-A shares representing direct purchases in American Funds Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.
Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. You may not reinvest proceeds in the American Funds as described in this paragraph if such proceeds are subject to a purchase block as described under “Frequent trading of fund shares” in this prospectus.
Contingent deferred sales charge waivers
The contingent deferred sales charge on Class 529-A, 529-B and 529-C shares may be waived in the following cases:
·
|
permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a contingent deferred sales charge would apply to the initial shares purchased;
|
·
|
redemptions due to death or postpurchase disability of the shareholder (this generally excludes accounts registered in the names of trusts and other entities);
|
·
|
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
|
·
|
if you have established an automatic withdrawal plan, redemptions through such a plan (including any dividends and/or capital gain distributions taken in cash), if they do not exceed 12% of the value of an account annually (see the statement of additional information for further details about waivers regarding these types of transactions).
|
To have your Class 529-A, 529-B or 529-C contingent deferred sales charge waived, you must inform your adviser or American Funds Service Company at the time you redeem shares that you qualify for such a waiver.
Plans of distribution
Each fund has plans of distribution, or “12b-1 plans,” for certain share classes under which it may finance activities primarily intended to sell shares, provided that the categories of expenses are approved in advance by the series’ board of trustees. The plans provide for payments, based on annualized percentages of average daily net assets, of:
Up to:
|
Share class(es)
|
0.50%
|
Class 529-A and 529-F-1 shares
|
0.75%
|
Class 529-E shares
|
1.00%
|
Class 529-B and 529-C 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 may be used for distribution expenses.
The estimated 12b-1 fees expected to be paid by each applicable share class of the fund, as a percentage of average net assets for the 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 or income on an ongoing basis, over time they may cost you more than paying other types of sales charges or service fees and reduce the return on your investment. The higher fees for Class 529-B and 529-C shares may cost you more over time than paying the initial sales charge for Class 529-A shares.
Other compensation to dealers
American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case will exceed the sum of
(a)
.10% of the previous year’s American Funds sales by that dealer and
(b)
.02% of American Funds assets attributable to that dealer. For calendar year 2011, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and redemption rates, and the quality of the dealer’s relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by selling dealers, advisory platform providers and other intermediaries to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial adviser and review carefully any disclosure by your financial adviser’s firm as to compensation received.
Fund expenses
To the extent a fund invests in underlying American Funds, it will invest in Class R-6 shares of the underlying funds. Accordingly, fees and expenses of the underlying funds reflect current expenses of the Class R-6 shares of the underlying funds.
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 tables in this prospectus.
The “Other expenses” items in the Annual Fund Operating Expenses tables include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments and various other expenses. Subtransfer agent/recordkeeping payments may be made to third parties (including affiliates of the fund’s investment adviser) that provide subtransfer agent, recordkeeping and/or shareholder services with respect to certain shareholder accounts in lieu of the transfer agent providing such services.
The amount paid for subtransfer agent/recordkeeping services varies depending on the share class and services provided, and typically ranges from $3 to $19 per account. In addition, an expense of up to a maximum of .10% paid to a state or states for oversight and administrative services is included as an “Other expenses” item.
Notes
|
|
|
|
|
For shareholder services
|
American Funds Service Company
800/421-4225
|
|
|
For 529 plans
|
American Funds Service Company
800/421-4225, ext. 529
|
|
|
For dealer services
|
American Funds Distributors
800/421-9900
|
|
|
For 24-hour information
|
American FundsLine
800/325-3590
americanfunds.com
|
|
|
Telephone calls you have with American Funds may be monitored or recorded for quality assurance, verification and recordkeeping purposes. By speaking to American Funds on the telephone, you consent to such monitoring and recording.
|
|
Multiple translations
This prospectus may be translated into other languages. If there is any inconsistency or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
Annual/Semi-annual report to shareholders
The shareholder reports contain additional information about the series, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the series’ 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 series, including the series’ 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 series, the series’ 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 series are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C. (202/551-8090), on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via email request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, americanfunds.com.
E-delivery and household mailings
Each year you are automatically sent an updated summary prospectus and annual and semi-annual reports for the series. You may also occasionally receive proxy statements for the series. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics, annual/semi-annual report to shareholders or applicable program description, please call American Funds Service Company at 866/421-2166 or write to the secretary of the series 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.
MFGEPR-800-0612P Litho in USA CGD/RRD/10224
|
Investment Company File No. 811-22692
|
The Capital Group Companies
American Funds
|
Capital Research and Management
|
Capital International
|
Capital Guardian
|
Capital Bank and Trust
|
American Funds College Target Date Series
SM
Part B
Statement of Additional Information
June 28, 2012
This document is not a prospectus but should be read in conjunction with the current prospectus of American Funds College Target Date Series (the “series”) dated June 28, 2012. You may obtain a prospectus from your financial adviser or by writing to the series at the following address:
American Funds College Target Date Series
Attention: Secretary
6455 Irvine Center Drive
Irvine, California 92618
866/421-2166
Certain privileges and/or services described below may not be available to all shareholders (including shareholders who purchase shares at net asset value through eligible retirement plans) depending on the shareholder’s investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer, plan recordkeeper or employer for more information.
|
Ticker
|
|
Class
529-A
|
Class
529-B
|
Class
529-C
|
Class
529-E
|
Class
529-F-1
|
American Funds College 2030 Fund
SM
|
|
|
|
|
|
American Funds College 2027 Fund
SM
|
|
|
|
|
|
American Funds College 2024 Fund
SM
|
|
|
|
|
|
American Funds College 2021 Fund
SM
|
|
|
|
|
|
American Funds College 2018 Fund
SM
|
|
|
|
|
|
American Funds College 2015 Fund
SM
|
|
|
|
|
|
American Funds College Enrollment Fund
SM
|
|
|
|
|
|
Table of Contents
|
Item
|
Page no.
|
Description of certain securities and investment techniques
|
2
|
Fund policies
|
19
|
Management of the series
|
21
|
Execution of portfolio transactions
|
42
|
Disclosure of portfolio holdings
|
43
|
Price of shares
|
45
|
Taxes and distributions
|
48
|
Purchase and exchange of shares
|
49
|
Sales charges
|
53
|
Sales charge reductions and waivers
|
55
|
Selling shares
|
59
|
Shareholder account services and privileges
|
60
|
General information
|
63
|
Appendix
|
71
|
Investment portfolio
|
|
Financial statements
|
|
Description of certain securities and investment techniques
The descriptions below are intended to supplement the material in the prospectus under “Investment objectives, strategies and risks” which provides information about the series and the underlying funds.
Investment techniques relating to the funds in the series —
In addition to its investments in the underlying funds, a portion of each fund’s assets, which will normally be less than 20%, may be held in cash or cash equivalents, including but not limited to obligations of banks, such as time deposits, or invested in high-quality taxable short-term securities of up to one year in maturity. Such investments may include: (
a
) obligations of the U.S. Treasury; (
b
) obligations of agencies and instrumentalities of the U.S. government; (
c
) money market instruments, such as certificates of deposit issued by domestic banks, corporate commercial paper, and bankers' acceptances and (
d
) repurchase agreements.
Each fund may take temporary defensive measures in response to adverse market, economic, political, or other conditions as determined by the adviser. Such measures could include, but are not limited to, investments in cash (including foreign currency) or cash equivalents, including, but not limited to, obligations of banks (including certificates of deposit, bankers’ acceptances, time deposits and repurchase agreements), commercial paper, short-term notes, U.S. Government Securities and related repurchase agreements. There is no limit on the extent to which each fund may take temporary defensive measures. In taking such measures, each fund may fail to achieve its investment objective.
Investment techniques relating to the underlying funds —
Because the following is a combined summary of investment strategies of all of the underlying funds, certain matters described herein will only apply to your fund to the extent it is invested in an underlying fund that engages in such a strategy. Unless a strategy or policy described below is specifically prohibited by the investment restrictions explained in the fund’s prospectus or the “Fund policies” section of this SAI, or by applicable law, each fund in the series may invest in underlying funds which engage in each of the practices described below.
The underlying funds may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions.
Equity securities —
An underlying fund may invest in equity securities. Equity securities represent an ownership position in a company. Equity securities held by an underlying fund typically consist of common stocks and may also include securities with equity conversion or purchase rights. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. Holders of equity securities are not creditors of the issuer. As such, if an issuer liquidates, holders of equity securities are entitled to their pro rata share of the issuer’s assets, if any, after creditors (including the holders of fixed income securities and senior equity securities) are paid.
There may be little trading in the secondary market for particular equity securities, which may adversely affect an underlying 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.
Debt securities —
An underlying fund may invest in debt securities. Debt securities, also known as “fixed-income securities,” are used by issuers to borrow money. Bonds, notes, debentures, asset-backed securities (including those backed by mortgages), and loan participations and assignments are common types of debt securities. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and their values accrete over time to face value at maturity. Some debt securities bear interest at rates which are not fixed, but 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. 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. These fluctuations will generally be greater for longer-term debt securities than for shorter-term debt securities.
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 for more information about credit ratings.
Securities with equity and debt characteristics —
An underlying fund may invest in securities that have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa. Some types of convertible bonds, preferred stocks or other preferred securities automatically convert into common stocks or other securities at a stated conversion ratio and some may be subject to redemption at the option of the issuer at a predetermined price. These securities ordinarily do not have voting rights and, prior to conversion, may pay a fixed rate of interest or a dividend. They may have preference over common stocks with respect to dividends and any residual assets after payment to creditors should the issuer be dissolved. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.
The prices and yields of nonconvertible preferred securities or preferred stocks generally move with changes in interest rates and the issuer’s credit quality, similar to the factors affecting debt securities. Nonconvertible preferred securities will be treated as debt for fund investment limit purposes.
Warrants and rights —
An underlying fund may purchase warrants, which may be issued together with bonds or preferred stocks. Warrants generally entitle the holder to buy a proportionate amount of common stock at a specified price, usually higher than the current market price. Warrants may be issued with an expiration date or in perpetuity. Rights are similar to warrants except that they normally entitle the holder to purchase common stock at a lower price than the current market price.
Investing in smaller capitalization stocks —
An underlying fund may invest in the stocks of smaller capitalization companies (typically companies with market capitalizations of less than $4.0 billion at the time of purchase). The investment adviser believes that the issuers of smaller capitalization stocks often provide attractive investment opportunities. However, investing in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, limited operating histories, limited markets or financial resources, may be dependent on one or a few key persons for management and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies.
Investing in private companies —
An underlying fund may invest in companies that have not publicly offered their securities. Investing in private companies can involve greater risks than those associated with investing in publicly traded companies. For example, the securities of a private company may be subject to the risk that market conditions, developments within the company, investor perception, or regulatory decisions may delay or prevent the company from ultimately offering its securities to the public. Furthermore, these investments are generally considered to be illiquid until a company’s public offering and are often subject to additional contractual restrictions on resale that would prevent the underlying fund from selling its company shares for a period of time following the public offering.
Investments in private companies can offer an underlying fund significant growth opportunities at attractive prices. However these investments can pose greater risk, and, consequently, there is no guarantee that positive results can be achieved in the future.
Investing outside the U.S. —
Investing outside the United States may involve additional risks caused by, among other things, currency controls and fluctuating currency values; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; changing local, regional and global economic, political and social conditions; expropriation; changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. However, in the opinion of the investment adviser, investing outside the United States also can reduce certain portfolio risks due to greater diversification opportunities.
The risks described above may be heightened in connection with investments in developing countries. Many of these developing countries may be referred to as emerging countries. Although there is no universally accepted definition, the investment adviser generally considers a developing country as a country that is in the earlier stages of its industrialization cycle with a low per capita gross domestic product (“GDP”) and a low market capitalization to GDP ratio relative to those in the United States and the European Union. Historically, the markets of developing and emerging countries have been more volatile than the markets of developed
countries. An underlying fund may invest in securities of issuers in developing and emerging market countries only to a limited extent.
Additional costs could be incurred in connection with an underlying fund’s investment activities outside the United States. Brokerage commissions may be higher outside the United States, and the underlying fund will bear certain expenses in connection with its currency transactions. Furthermore, increased custodian costs may be associated with maintaining assets in certain jurisdictions.
In determining the domicile of an issuer, the fund’s investment adviser will consider the domicile determination of a leading provider of global indexes, such as Morgan Stanley Capital International, and may also take into account such factors as where the company’s securities are listed and where the company is legally organized, maintains principal corporate offices and/or conducts its principal operations.
Certain risk factors related to developing and emerging countries
Currency fluctuations —
An underlying fund’s investments may be valued in currencies other than the U.S. dollar. Certain developing and emerging countries’ currencies have experienced and may in the future experience significant declines against the U.S. dollar. For example, if the U.S. dollar appreciates against foreign currencies, the value of the underlying fund’s securities holdings would generally depreciate and vice versa. Consistent with its investment objective, an underlying fund can engage in certain currency transactions to hedge against currency fluctuations. See “Currency Transactions” below.
Government regulation —
The political, economic and social structures of certain developing and emerging countries may be more volatile and less developed than those in the United States. Certain developing and emerging countries lack uniform accounting, auditing and financial reporting 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 market countries. While an underlying fund will only invest in markets where these restrictions are considered acceptable, a country could impose new or additional repatriation restrictions after the underlying fund’s investment. If this happened, the underlying 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 underlying fund’s liquidity needs and all other positive and negative factors. Further, some attractive equity securities may not be available to the underlying fund due to foreign shareholders already holding the maximum amount legally permissible.
While government involvement in the private sector varies in degree among developing and emerging 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 and emerging 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 underlying fund’s investments.
Less developed securities markets —
Developing countries may have less well-developed securities markets and exchanges. These markets have lower trading volumes than the securities markets of more developed countries. These markets 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 of an underlying fund difficult or impossible at times.
Settlement risks —
Settlement systems in developing and emerging countries are generally less well organized than 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 underlying 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 underlying fund to suffer a loss. An underlying 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 underlying fund will be successful in eliminating this risk, particularly as counterparties operating in developing and emerging countries frequently lack the substance 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 underlying fund.
Investor information —
An underlying fund may encounter problems assessing investment opportunities in certain developing securities markets in light of limitations on available information and different accounting, auditing and financial reporting standards. In such circumstances, the underlying fund’s investment adviser will seek alternative sources of information, and to the extent the investment adviser may not be satisfied with the sufficiency of the information obtained with respect to a particular market or security, the underlying fund will not invest in such market or security.
Taxation —
Taxation of dividends and capital gains received by non-residents varies among developing and emerging countries and, in some cases, is comparatively high. In addition, developing and emerging countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that an underlying fund could in the future become subject to local tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets.
Litigation —
An underlying 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 an underlying fund may subsequently be found to be fraudulent or counterfeit, resulting in a loss to the underlying fund.
Obligations backed by the “full faith and credit” of the U.S. government —
U.S. government obligations include the following types of securities:
U.S. Treasury securities —
U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes and bonds. For these securities, the payment of principal and interest is unconditionally guaranteed by the U.S. government, and thus they are of high credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates, but, if held to maturity, will be paid in full.
Federal agency securities —
The securities of certain U.S. government agencies and government-sponsored entities are guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government. Such agencies and entities include The Federal Financing Bank (FFB), the Government National Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation (OPIC), the Commodity Credit Corporation (CCC) and the Small Business Administration (SBA).
Other federal agency obligations —
Additional federal agency securities are neither direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a government charter; some are backed by specific types of collateral; some are supported by the issuer’s right to borrow from the Treasury; and others are supported only by the credit of the issuing government agency or entity. These agencies and entities include, but are not limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee Valley Authority and Federal Farm Credit Bank System.
On September 7, 2008, Freddie Mac and Fannie Mae were placed into conservatorship by their new regulator, the Federal Housing Finance Agency (“FHFA”). Simultaneously, the U.S. Treasury made a commitment of indefinite duration to maintain the positive net worth of both firms. As conservator, the FHFA has the authority to repudiate any contract either firm has entered into prior to FHFA’s appointment as conservator (or receiver should either firm go into default) if the FHFA, in its sole discretion determines that performance of the contract is burdensome and repudiation would promote the orderly administration of Fannie Mae’s or Freddie Mac’s affairs. While the FHFA has indicated that it does not intend to repudiate the guaranty obligations of either entity, doing so could adversely affect holders of their mortgage-backed securities. For example, if a contract were repudiated, the liability for any direct compensatory damages would accrue to the entity’s conservatorship estate and could only be satisfied to the extent the estate had available assets. As a result, if interest payments on Fannie Mae or Freddie Mac mortgage-backed securities held by the fund were reduced because underlying borrowers failed to make payments or such payments were not advanced by a loan servicer, the fund’s only recourse might be against the conservatorship estate, which might not have sufficient assets to offset any shortfalls.
The FHFA, in its capacity as conservator, has the power to transfer or sell any asset or liability of Fannie Mae or Freddie Mac. The FHFA has indicated it has no current intention to do this; however, should it do so a holder of a Fannie Mae or Freddie Mac mortgage-backed security would have to rely on another party for satisfaction of the guaranty obligations and would be exposed to the credit risk of that party.
Certain rights provided to holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac under their operative documents may not be enforceable against FHFA, or enforcement may be delayed during the course of the conservatorship or any future receivership. For example, the operative documents may provide that upon the occurrence of an event of default by Fannie Mae or Freddie Mac, holders of a requisite percentage of the mortgage-backed security may replace the entity as trustee. However, under the Federal Housing Finance Regulatory Reform Act of 2008, holders may not enforce this right if the event of default arises solely because a conservator or receiver has been appointed.
Government support for short-term debt instruments —
Various agencies and instrumentalities of the U.S. government and governments of other countries have recently implemented or announced programs that support short-term debt instruments, including commercial paper, in an attempt to sustain liquidity in the markets for these securities. Following is a brief summary of some of these programs (please refer to the applicable entity’s website for further information on the specific program). Entities issuing obligations supported by these programs in which the fund
invests must be on an approved list that is monitored on a regular basis. The U.S. government or other entities implementing these programs may discontinue these programs, change the terms of the programs or adopt new programs at their discretion.
Temporary Liquidity Guarantee Program —
The FDIC guaranteed payment of senior unsecured debt issued by FDIC-insured depository institutions, U.S. bank holding companies and financial holding companies and certain U.S. savings and loan holding companies. The guarantee covers all senior unsecured debt issued under this program, including commercial paper, issued by these entities on or before December 31, 2009. Entities eligible to participate in this program may have also issued debt during the period that is not guaranteed by the FDIC. The guarantee will extend only until December 31, 2012, even if the debt has not then matured.
Government guarantees outside the U.S. —
Various governments outside the U.S. have implemented or announced programs under which the government or a government agency will guarantee debt, including commercial paper, of financial institutions in that country.
Pass-through securities —
An underlying fund may invest in various debt obligations backed by pools of mortgages or other assets including, but not limited to, loans on single family residences, home equity loans, mortgages on commercial buildings, credit card receivables and leases on airplanes or other equipment. Principal and interest payments made on the underlying asset pools backing these obligations are typically passed through to investors, net of any fees paid to any insurer or any guarantor of the securities. Pass-through securities may have either fixed or adjustable coupons. These securities include:
Mortgage-backed securities —
These securities may be issued by U.S. government agencies and government-sponsored entities, such as Ginnie Mae, Fannie Mae and Freddie Mac, and by private entities. The payment of interest and principal on mortgage-backed obligations issued by U.S. government agencies may be guaranteed by the full faith and credit of the U.S. government (in the case of Ginnie Mae), or may be guaranteed by the issuer (in the case of Fannie Mae and Freddie Mac). However, these guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates.
Mortgage-backed securities issued by private entities are structured similarly to those issued by U.S. government agencies. However, these securities and the underlying mortgages are not guaranteed by any government agencies and the underlying mortgages are not subject to the same underwriting requirements. These securities generally are structured with one or more types of credit enhancements such as insurance or letters of credit issued by private companies. Borrowers on the underlying mortgages are usually permitted to prepay their underlying mortgages. Prepayments can alter the effective maturity of these instruments. In addition, delinquencies, losses or defaults by borrowers can adversely affect the prices and volatility of these securities. Such delinquencies and losses can be exacerbated by declining or flattening housing and property values. This, along with other outside pressures, such as bankruptcies and financial difficulties experienced by mortgage loan originators, decreased investor demand for mortgage loans and mortgage-related securities and increased investor demand for yield, can adversely affect the value and liquidity of mortgage-backed securities.
Adjustable rate mortgage-backed securities —
Adjustable rate mortgage-backed securities (“ARMS”) have interest rates that reset at periodic intervals. Acquiring ARMS permits the fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMS are based. Such ARMS generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, the fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMS, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, the fund, when holding an ARMS, does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMS behave more like fixed income securities and less like adjustable rate securities and are subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities. The fund’s current practice is to invest primarily in ARMS issued by U.S. government sponsored entities.
Collateralized mortgage obligations (CMOs) —
CMOs are also backed by a pool of mortgages or mortgage loans, which are divided into two or more separate bond issues. CMOs issued by U.S. government agencies are backed by agency mortgages, while privately issued CMOs may be backed by either government agency mortgages or private mortgages. Payments of principal and interest are passed through to each bond issue at varying schedules resulting in bonds with different coupons, effective maturities and sensitivities to interest rates. Some CMOs may be structured in a way that when interest rates change, the impact of changing prepayment rates on the effective maturities of certain issues of these securities is magnified. CMOs may be less liquid or may exhibit greater price volatility than other types of mortgage or asset-backed securities.
Commercial mortgage-backed securities —
These securities are backed by mortgages on commercial property, such as hotels, office buildings, retail stores, hospitals and other commercial buildings. These securities may have a lower prepayment uncertainty than other mortgage-related securities because commercial mortgage loans generally prohibit or impose penalties on prepayments of principal. In addition, commercial mortgage-related securities often are structured with some form of credit enhancement to protect against potential losses on the underlying mortgage loans. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans, including the effects of local and other economic conditions on real estate markets, the ability of tenants to make rental payments and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid or exhibit greater price volatility than other types of mortgage or asset-backed securities and may be more difficult to value.
Asset-backed securities —
These securities are backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and at times the financial condition of the issuer. Obligors of the underlying assets also may make prepayments that can change effective maturities of the asset-backed securities. These securities may be less liquid and more difficult to value than other securities.
“IOs” and “POs” are issued in portions or tranches with varying maturities and characteristics. Some tranches may only receive the interest paid on the underlying mortgages (IOs) and others may only receive the principal payments (POs). The values of IOs and POs are extremely sensitive to interest rate fluctuations and prepayment rates, and IOs are also subject to the risk of early repayment of the underlying mortgages that will substantially reduce or eliminate interest payments.
Currency transactions —
An underlying fund may enter into currency transactions to provide for the purchase or sale of a currency needed to purchase a security denominated in that currency (often referred to as a spot or cover transaction). An underlying fund may also enter into forward currency contracts to protect against changes in currency exchange rates. A forward currency contract is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Although forward contracts entered into by the fund will typically involve the purchase or sale of a currency against the U.S. dollar, the fund also may cross hedge and purchase or sell one currency against another currency (other than the U.S. dollar).
Currency exchange rates generally are determined by forces of supply and demand in the foreign exchange markets and the relative merits of investment in different countries as viewed from an international perspective. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks or by currency controls or political developments in the United States or abroad.
Generally, an underlying 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. An underlying fund is also subject to the risk that it may be delayed or prevented from obtaining payments owed to it under the forward contract as a result of the insolvency or bankruptcy of the counterparty with which it entered into the forward contract or the failure of the counterparty to comply with the terms of the contract.
While entering into forward currency transactions could minimize the risk of loss due to a decline in the value of the hedged currency, it could also limit any potential gain that may result from an increase in the value of the currency. Entering into forward currency transactions may change the underlying fund’s exposure to currency exchange rates and could result in losses to the fund if currencies do not perform as expected by the underlying fund’s investment adviser. For example, if the underlying fund’s investment adviser increases a fund’s exposure to a foreign currency using forward contracts and that foreign currency’s value declines, a fund may incur a loss. The underlying 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 (“SEC”).
Forward currency transactions also may affect the character and timing of income, gain, or loss recognized by the underlying 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 an underlying fund.
An underlying fund may attempt to accomplish objectives similar to those involved in its use of forward currency contracts by purchasing put or call options on currencies. A put option gives the fund as purchaser the right (but not the obligation) to sell a specified amount of currency at the exercise price until the expiration of the option. A call option gives the fund as purchaser the right (but not the obligation) to purchase a specified amount of currency at the exercise price until its expiration. An underlying fund might purchase a currency put option, for example, to protect itself during the contract period against a decline in the dollar value of a currency in which it holds or anticipates holding securities. If the currency's value should decline against the dollar, the loss in currency value should be offset, in whole or in part, by an increase in the value of the put. If the value of the currency instead should rise against the dollar, any gain to the fund would be reduced by the premium it had paid for the put option. A currency call option might be purchased, for example, in anticipation of, or to protect against, a rise in the value against the dollar of a currency in which the fund anticipates purchasing securities. Currency options may be either listed on an exchange or traded over-the-counter (“OTC options”). Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller is guaranteed by the exchange or clearing corporation), and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates. Such underlying fund does not intend to purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of a quote provided by the dealer. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time.
Forward commitment, when issued and delayed delivery transactions —
An underlying fund may enter into commitments to purchase or sell securities at a future date. When an underlying 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.
An underlying 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 underlying fund's aggregate commitments in connection with these transactions exceed its segregated assets, the underlying 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 underlying fund's portfolio securities decline while the underlying fund is in a leveraged position, greater depreciation of its net assets would likely occur than if it were not in such a position. An underlying 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 underlying fund may still dispose of or renegotiate the transaction. Additionally, prior to receiving delivery of securities as part of a transaction, the underlying fund may sell such securities.
Certain underlying funds may also 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 underlying 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 underlying 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 underlying 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 underlying 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 “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.
Repurchase agreements —
An underlying fund may enter into repurchase agreements under which the underlying fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan by the fund that is collateralized by the security purchased. Repurchase agreements permit an underlying fund to maintain liquidity and earn income over periods of time as short as overnight. The seller must maintain with the underlying fund’s custodian collateral equal to at least 100% of the repurchase price, including accrued interest, as monitored daily by the
investment adviser. An underlying fund will only enter into repurchase agreements involving securities in which it could otherwise invest and with selected banks and securities dealers whose financial condition is monitored by the investment adviser. If the seller under the repurchase agreement defaults, the underlying fund may incur a loss if the value of the collateral securing the repurchase agreement has declined and may incur disposition costs in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization of the collateral by the underlying fund may be delayed or limited.
An underlying fund may also enter into reverse repurchase agreements and “roll” transactions. A reverse repurchase agreement involves the sale of a security by a fund and its agreement to repurchase the security at a specified time and price. A “roll” transaction involves the sale of mortgage-backed or other securities together with a commitment to purchase similar, but not identical, securities at a later date. An underlying fund assumes the risk of price and yield fluctuations during the time of the commitment. Such fund will segregate liquid assets that will be marked to market daily in an amount sufficient to meet its payment obligations under “roll” transactions and reverse repurchase agreements with broker-dealers (no collateral is required for reverse repurchase agreements with banks).
Inflation-indexed bonds —
An underlying fund may invest in inflation-indexed bonds issued by governments, their agencies or instrumentalities and corporations.
The principal amount of an inflation-indexed bond is adjusted in response to changes in the level of the consumer price index. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, and therefore the principal amount of such bonds cannot be reduced below par even during a period of deflation. However, the current market value of these bonds is not guaranteed and will fluctuate, reflecting the rise and fall of yields. In certain jurisdictions outside the United States the repayment of the original bond principal upon the maturity of an inflation-indexed bond is not guaranteed, allowing for the amount of the bond repaid at maturity to be less than par.
The interest rate for inflation-indexed bonds is fixed at issuance as a percentage of this adjustable principal. Accordingly, the actual interest income may both rise and fall as the principal amount of the bonds adjusts in response to movements of the consumer price index. For example, typically interest income would rise during a period of inflation and fall during a period of deflation.
Maturity —
The maturity of a debt instrument is normally its ultimate maturity date unless it is likely that a maturity shortening device (such as a call, put, refunding or redemption provision) will cause the debt instrument to be repaid. The investment adviser seeks to anticipate movements in interest rates and may adjust the maturity distribution of an underlying fund’s portfolio accordingly. Keeping in mind the underlying fund’s objective, the investment adviser may increase the underlying fund’s exposure to price volatility when it appears likely to increase current income without undue risk of capital losses. The investment adviser will consider the impact on effective maturity of potential changes in the financial condition of issuers and in market interest rates in making investment selections for the underlying fund. Under normal market conditions, longer term securities yield more than shorter term securities, but are subject to greater price fluctuations.
Reinsurance related notes and bonds —
An underlying fund may invest in reinsurance related notes and bonds. These instruments, which are typically issued by special purpose
reinsurance companies, transfer an element of insurance risk to the note or bond holders. For example, such a note or bond could provide that the reinsurance company would not be required to repay all or a portion of the principal value of the note or bond if losses due to a catastrophic event under the policy (such as a major hurricane) exceed certain dollar thresholds. Consequently, an underlying fund may lose the entire amount of its investment in such bonds or notes if such an event occurs and losses exceed certain dollar thresholds. In this instance, investors would have no recourse against the insurance company. These instruments may be issued with fixed or variable interest rates and rated in a variety of credit quality categories by the rating agencies.
Variable and floating rate obligations —
The interest rates payable on certain securities in which an underlying fund may invest may not be fixed but may fluctuate based upon changes in market rates or credit ratings. Variable and floating rate obligations bear coupon rates that are adjusted at designated intervals, based on the then current market rates of interest or credit ratings. The rate adjustment features tend to limit the extent to which the market value of the obligations will fluctuate.
Lower rated debt securities —
Lower rated debt securities, rated Ba1/BB+ or below by Nationally Recognized Statistical Rating Organizations, are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities, or they may already be in default. Such securities are sometimes referred to as “junk bonds” or high yield bonds. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, and to determine the value of, lower rated debt securities. Investment grade bonds in the ratings categories A or Baa/BBB also may be more susceptible to changes in market or economic conditions than bonds rated in the highest rating categories.
Certain additional risk factors relating to debt securities are discussed below:
Sensitivity to interest rate and economic changes —
Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or substantial period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of market prices and yields of certain debt securities.
Payment expectations —
Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the underlying fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, an underlying 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 an underlying 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 an underlying 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.
Depositary receipts —
ADRs, in registered form, are designed for use in the U.S. securities markets and are generally dollar denominated. EDRs, in bearer form, are designed for use in the European securities markets and may be dollar denominated. GDRs, in bearer form, primarily are designed for use in the European and the U.S. securities markets, and may be dollar denominated. Depositary receipts represent and may be converted into the underlying foreign security.
Options on U.S. Treasury Securities –
An underlying fund may purchase put and call options on U.S. Treasury securities (“Treasury securities”). A put (call) option gives the underlying fund as purchaser of the option the right (but not the obligation) to sell (buy) a specified amount of Treasury securities at the exercise price until the expiration of the option. The value of a put (call) option on Treasury securities generally increases (decreases) with an increase (decrease) in prevailing interest rates. Accordingly, the underlying fund would purchase puts (calls) in anticipation of, or to protect against, an increase in interest rates. These options are listed on an exchange or traded over-the-counter (“OTC options”). Exchange-traded options have standardized exercise prices and expiration dates; OTC options are two-party contracts with negotiated exercise prices and expiration dates. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of a quote provided by the dealer. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time.
Loan assignments and participations —
An underlying fund may invest in loans or other forms of indebtedness that represent interests in amounts owed by corporations or other borrowers (collectively “borrowers”). The investment adviser defines debt securities to include investments in loans, such as loan assignments and participations. Loans may be originated by the borrower in order to address its working capital needs, as a result of a reorganization of the borrower’s assets and liabilities (recapitalizations), to merge with or acquire another company (mergers and acquisitions), to take control of another company (leveraged buy-outs), to provide temporary financing (bridge loans), or for other corporate purposes. Most corporate loans are variable or floating rate obligations.
Some loans may be secured in whole or in part by assets or other collateral. In other cases, loans may be unsecured or may become undersecured by declines in the value of assets or other collateral securing such loan. The greater the value of the assets securing the loan the more the lender is protected against loss in the case of nonpayment of principal or interest. Loans made to highly leveraged borrowers may be especially vulnerable to adverse changes in economic or market conditions and may involve a greater risk of default.
Some loans may represent revolving credit facilities or delayed funding loans, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring the underlying fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that the underlying fund is committed to advance additional funds,
the fund will segregate assets determined to be liquid in an amount sufficient to meet such commitments.
Some loans may represent debtor-in-possession financings (commonly known as “DIP financings”). DIP financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow the entity to continue its business operations while reorganizing under Chapter 11. Such financings constitute senior liens on unencumbered collateral (i.e., collateral not subject to other creditors’ claims). There is a risk that the entity will not emerge from Chapter 11 and be forced to liquidate its assets under Chapter 7 of the U.S. Bankruptcy Code. In the event of liquidation, the underlying fund’s only recourse will be against the collateral securing the DIP financing.
The investment adviser generally makes investment decisions based on publicly available information, but may rely on non-public information if necessary. Borrowers may offer to provide lenders with material, non-public information regarding a specific loan or the borrower in general. The investment adviser generally chooses not to receive this information. As a result, the investment adviser may be at a disadvantage compared to other investors that may receive such information. The investment adviser’s decision not to receive material, non-public information may impact the investment adviser’s ability to assess a borrower’s requests for amendments or waivers of provisions in the loan agreement. However, the investment adviser may on a case-by-case basis decide to receive such information when it deems prudent. In these situations the investment adviser may be restricted from trading the loan or buying or selling other debt and equity securities of the borrower while it is in possession of such material, non-public information, even if such loan or other security is declining in value.
An underlying fund normally acquires loan obligations through an assignment from another lender, but also may acquire loan obligations by purchasing participation interests from lenders or other holders of the interests. When the fund purchases assignments it acquires direct contractual rights against the borrower on the loan. An underlying fund acquires the right to receive principal and interest payments directly from the borrower and to enforce its rights as a lender directly against the borrower. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by a fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. Loan assignments are often administered by a financial institution that acts as agent for the holders of the loan, and the fund may be required to receive approval from the agent and/or borrower prior to the purchase of a loan. Risks may also arise due to the inability of the agent to meet its obligations under the loan agreement.
Loan participations are loans or other direct debt instruments that are interests in amounts owed by the borrower to another party. They may represent amounts owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. An underlying fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, the underlying fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower. In addition, the underlying fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation and the underlying fund will have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies. As a result, the underlying fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the
insolvency of the lender selling a participation, a fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
Loan assignments and participations are generally subject to legal or contractual restrictions on resale and are not currently listed on any securities exchange or automatic quotation system. Risks may arise due to delayed settlements of loan assignments and participations. The investment adviser expects that most loan assignments and participations purchased for an underlying fund will trade on a secondary market. However, although secondary markets for investments in loans are growing among institutional investors, there may be a limited number of investors interested in a specific loan. It is possible that loan participations, in particular, could be sold only to a limited number of institutional investors. If there is no active secondary market for a particular loan, it may be difficult for the investment adviser to sell the fund’s interest in such loan at a price that is acceptable to it and to obtain pricing information on such loan.
Investments in loan participations and assignments present the possibility that an underlying fund could be held liable as a co-lender under emerging legal theories of lender liability. In addition, if the loan is foreclosed, an underlying fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. In addition, some loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.
Real estate investment trusts —
An underlying fund may invest in securities issued by real estate investment trusts (REITs), which primarily invest in real estate or real estate-related loans. Equity REITs own real estate properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. The values of REITs may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws and regulatory requirements, such as those relating to the environment. Both types of REITs are dependent upon management skill and the cash flows generated by their holdings, the real estate market in general and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws.
Cash and cash equivalents —
An underlying fund may hold cash or invest in cash equivalents. Cash equivalents include (
a
) commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)), (
b
) short-term bank obligations (for example, certificates of deposit, bankers’ acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes, (
c
) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations), (
d
) securities of the U.S. government, its agencies or instrumentalities that mature, or may be redeemed, in one year or less, and (
e
) corporate bonds and notes that mature, or that may be redeemed, in one year or less. Cash and cash equivalents may be denominated in U.S. dollars, non-U.S. currencies or multinational currency units.
4(2) commercial paper —
An underlying fund may purchase commercial paper issued pursuant to Section 4(2) of the 1933 Act. 4(2) commercial paper has substantially the same price and liquidity characteristics as commercial paper generally, except that the resale of 4(2) commercial paper is limited to the institutional investor marketplace. Such a restriction on resale makes 4(2) commercial paper technically a restricted security under the 1933 Act. In practice, however, 4(2) commercial paper can be resold as easily as any other unrestricted security held
by the fund. Accordingly, 4(2) commercial paper has been determined to be liquid under procedures adopted by the underlying fund’s board of trustees.
Restricted or illiquid securities —
An underlying fund may purchase securities subject to restrictions on resale. Restricted securities may only be sold pursuant to an exemption from registration under the Securities Act of 1933 (the “1933 Act”), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. Difficulty in selling such securities may result in a loss to the underlying fund or cause it to incur additional administrative costs.
Securities (including restricted securities) not actively traded will be considered illiquid unless they have been specifically determined to be liquid under procedures adopted by the underlying fund’s board of trustees, taking into account factors such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. An underlying fund may incur certain additional costs in disposing of illiquid securities.
Investments in registered open-end investment companies and unit investment trusts —
An underlying fund shall not acquire securities of open-end investment companies or investment unit trusts registered under the Investment Company Act of 1940 in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the Investment Company Act.
* * * * * *
Fund policies
All percentage limitations in the following fund policies are considered at the time securities are purchased and are based on each fund’s net assets unless otherwise indicated. None of the following policies involving a maximum percentage of assets will be considered violated unless the excess occurs immediately after, and is caused by, an acquisition by the fund. In managing a fund, the fund’s investment adviser may apply more restrictive policies than those listed below.
Fundamental policies —
The series has adopted the following policies with respect to each fund, which may not be changed without approval by holders of a majority of the fund’s 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, a 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, such fund’s investments would be concentrated in any particular industry.
|
2.
A fund may not invest in companies for the purpose of exercising control or management.
Additional information about each fund’s policies —
The information below is not part of the funds’ 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 funds. 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, each fund may borrow money in amounts of up to 33⅓% of its total assets from banks for any purpose. Additionally, each fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).
For purposes of fundamental policy 1b, a senior security does not include any promissory note or evidence of indebtedness if such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of a 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 a fund covers its commitments under certain types of agreements and transactions, including reverse repurchase agreements, mortgage-dollar-roll transactions, sale-buybacks, when-issued, delayed-delivery, or forward commitment transactions, and other similar trading practices, by segregating or earmarking liquid assets equal in value to the amount of such fund’s commitment, such agreement or transaction will not be considered a senior security by such fund.
For purposes of fundamental policy 1c, the policy will not apply to a fund to the extent such 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 1d, each fund may invest in securities or other instruments backed by real estate or commodities or securities of issuers engaged in the real estate business, including real estate investment trusts, or issuers engaged in business related to commodities. Further, each fund does not consider currency contracts or hybrid instruments to be commodities.
For purposes of fundamental policy 1e, each fund may not lend more than 33⅓% of its total assets, provided that this limitation shall not apply to the funds’ purchase of debt obligations.
For purposes of fundamental policy 1f, each fund may not invest 25% or more 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. Each fund may, however, invest substantially all of its assets in one or more investment companies managed by Capital Research and Management Company.
Each fund currently does not intend to engage in securities lending, purchase securities on margin, sell securities short or invest in puts, calls, straddles or spreads or combinations thereof.
Management of the series
Board of trustees and officers
“Independent” trustees
1
The series’ 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 series’ 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 series 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 series’ 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 series’ 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 series’ registration statement.
Name, age and
position with series
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during the
past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held by trustee during the past five years
|
Other relevant experience
|
William H. Baribault, 66
Trustee (2012)
|
Chairman of the Board and CEO, Oakwood Enterprises (private investment and consulting)
|
57
|
Former director of Henry Co. (until 2009); Professional Business Bank (until 2009)
|
·
Service as chief executive officer for multiple companies
·
Corporate board experience
·
Service on advisory and trustee boards for charitable, educational and nonprofit organizations
|
James G. Ellis, 65
Trustee (2012)
|
Dean and Professor of Marketing, Marshall School of Business, University of Southern California
|
61
|
Quiksilver, Inc.
Former director of
Professional
Business Bank
(until 2007); Genius
Products (until
2008)
|
·
Service as chief executive officer for multiple companies
·
Corporate board experience
·
Service on advisory and trustee boards for charitable, municipal and nonprofit organizations
·
M.B.A.
|
Leonard R. Fuller, 65
Trustee (2012)
|
President and CEO, Fuller Consulting (financial management consulting firm)
|
61
|
None
|
·
Former partner, public accounting firm
·
Financial management consulting
·
Service on advisory and trustee boards for municipal, educational and nonprofit organizations
·
M.B.A.
|
Name, age and
position with series
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during the
past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held by trustee during the past five years
|
Other relevant experience
|
W. Scott Hedrick, 66
Trustee (2012)
|
Founding General Partner, InterWest Partners (a venture capital firm)
|
57
|
Hot Topic, Inc.;
Office Depot, Inc.
|
·
Corporate board experience
·
Service on advisory and trustee boards for charitable and nonprofit organizations
·
M.B.A.
|
R. Clark Hooper, 65
Chairman of the Board (Independent and Non-Executive) (2012)
|
Private investor; former President, Dumbarton Group LLC (securities industry consulting)
|
63
|
JPMorgan Value Opportunities Fund, Inc.; The Swiss Helvetia Fund, Inc.
|
·
Senior regulatory and management experience, National Association of Securities Dealers (now FINRA)
·
Service on trustee boards for charitable, educational and nonprofit organizations
|
Merit E. Janow, 54
Trustee (2012)
|
Professor, Columbia University, School of International and Public Affairs; former Member, World Trade Organization Appellate Body
|
60
|
The NASDAQ Stock Market LLC; Trimble Navigation Limited
|
·
Service with Office of the U.S. Trade Representative and U.S. Department of Justice
·
Corporate board experience
·
Service on advisory and trustee boards for charitable, educational and nonprofit organizations
·
Experience as corporate lawyer
·
J.D.
|
Name, age and
position with series
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during the
past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held by trustee during the past five years
|
Other relevant experience
|
Laurel B. Mitchell, Ph.D., 56
Trustee (2012)
|
Clinical Professor and Director, Accounting Program, University of Redlands
|
57
|
None
|
·
Assistant professor, accounting
·
Service in the Office of Chief Accountant and Enforcement Division of the U.S. Securities and Exchange Commission
·
Experience in corporate management and public accounting
·
Service on advisory and trustee boards for charitable, educational and nonprofit organizations
·
Ph.D., accounting
·
Formerly licensed as C.P.A.
|
Frank M. Sanchez, 68
Trustee (2012)
|
Principal, The Sanchez Family Corporation dba McDonald's Restaurants (McDonald's licensee)
|
57
|
None
|
·
Senior academic leadership position
·
Corporate board experience
·
Service on advisory and trustee boards for charitable and nonprofit organizations
·
Ph.D., education administration and finance
|
Name, age and
position with series
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during the
past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held by trustee during the past five years
|
Other relevant experience
|
Margaret Spellings, 54
Trustee (2012)
|
President and CEO, Margaret Spellings & Company; President, U.S. Forum for Policy Innovation and Senior Advisor to the President and CEO, U.S. Chamber of Commerce; former U.S. Secretary of Education, U.S. Department of Education - Federal Government Agency
|
60
|
None
|
·
Former Assistant to the President for Domestic Policy, The White House: Federal Government, Executive Branch
·
Former senior advisor to the Governor of Texas
·
Service on advisory and trustee boards for charitable and nonprofit organizations
|
Steadman Upham, Ph.D., 63
Trustee (2012)
|
President and Professor of Anthropology, The University of Tulsa
|
60
|
None
|
·
Senior academic leadership positions for multiple universities
·
Service on advisory and trustee boards for educational and nonprofit organizations
·
Ph.D., anthropology
|
“Interested” trustees
5,6
Interested trustees have similar qualifications, skills and attributes as the independent trustees. Interested trustees are senior executive officers of Capital Research and Management Company or its affiliates. This management role with the series’ service providers also permits them to make a significant contribution to the series’ board.
Name, age and
position with series
(year first elected
as a trustee/officer
2
)
|
Principal occupation(s)
during the
past five years
and positions
held with affiliated
entities or the
Principal Underwriter
of the series
|
Number of
portfolios
3
overseen
by trustee
|
Other
directorships
4
held by trustee
during the
past five years
|
Bradley J. Vogt, 47
Vice Chairman of the Board (2012)
|
Director, Capital Research and Management Company; Chairman and Director, Capital Research Company*; Senior Vice President – Capital Research Global Investors, Capital Research Company*; Director, American Funds Distributors, Inc.*
|
15
|
None
|
Other officers
6
Name, age and
position with series
(year first elected
as an officer
2
)
|
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the series
|
Walter R. Burkley, 46
President (2012)
|
Senior Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company
|
Gregory W. Wendt, 50
Executive Vice President (2012)
|
Senior Vice President – Capital Research Global Investors, Capital Research Company*; Director, Capital Research and Management Company; Director, American Funds Distributors, Inc.*; Director, Capital Management Services, Inc.*
|
Alan N. Berro, 51
Senior Vice President (2012)
|
Senior Vice President – Capital World Investors, Capital Research and Management Company
|
Nicholas J. Grace, 46
Senior Vice President (2012)
|
Senior Vice President – Capital World Investors, Capital Research Company*
|
James B. Lovelace, 56
Senior Vice President (2012)
|
Senior Vice President – Capital Research Global Investors, Capital Research and Management Company; Director, The Capital Group Companies, Inc.*
|
Name, age and
position with series
(year first elected
as an officer
2
)
|
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the series
|
Wesley K.-S. Phoa, 45
Senior Vice President (2012)
|
Senior Vice President – Fixed Income, Capital Research Company*; Senior Vice President, Capital International Research, Inc.*; Vice President, Capital Strategy Research, Inc.*
|
John H. Smet, 55
Senior Vice President (2012)
|
Senior Vice President – Fixed Income, Capital Research and Management Company; Director, The Capital Group Companies, Inc.*
|
Andrew B. Suzman, 45
Senior Vice President (2012)
|
Senior Vice President – Capital World Investors, Capital Research Company*; Director, American Funds Distributors, Inc.*; Director, Capital Strategy Research, Inc.*
|
Maria T. Manotok, 37
Vice President (2012)
|
Vice President and Associate Counsel, The Capital Group Companies, Inc.*; Vice President and Associate Counsel – Fund Business Management Group, Capital Research and Management Company
|
Steven I. Koszalka, 48
Secretary (2012)
|
Vice President – Fund Business Management Group, Capital Research and Management Company
|
Gregory F. Niland, 40
Treasurer (2012)
|
Vice President - Fund Business Management Group, Capital Research and Management Company
|
Karl C. Grauman, 44
Assistant Treasurer (2012)
|
Vice President – Fund Business Management Group, Capital Research and Management Company
|
Dori Laskin, 60
Assistant Treasurer (2012)
|
Vice President – Fund Business Management Group, 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 series within the meaning of the 1940 Act.
|
|
2
Trustees and officers of the series serve until their resignation, removal or retirement.
|
|
3
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series
®
, which is composed of 18 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series
®
, which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and American Funds Portfolio Series
SM
, which is composed of eight funds.
|
|
4
This includes all directorships/trusteeships (other than those in the American Funds or other funds managed by Capital Research and Management Company) 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
“Interested persons” of the series within the meaning of the 1940 Act, on the basis of their affiliation with the series’ investment adviser, Capital Research and Management Company, or affiliated entities (including the series’ principal underwriter).
|
|
6
All of the officers listed are officers and/or directors/trustees of one or more of the other funds for which Capital Research and Management Company serves as investment adviser.
|
The address for all trustees and officers of the series is 333 South Hope Street, 55th Floor, Los Angeles, California 90071, Attention: Secretary.
Fund shares owned by trustees as of December 31, 2011:
Name
|
Dollar range
1
of fund
shares owned
2
in series
|
Aggregate
dollar range
1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
|
Dollar
range
1,2
of
independent
trustees
deferred compensation
3
allocated
to fund
|
Aggregate
dollar
range
1,2
of
independent
trustees
deferred
compensation
3
allocated to
all funds
within
American Funds
family overseen
by trustee
|
“Independent” trustees
|
William H. Baribault
4
|
N/A
|
$10,001 – $50,000
|
N/A
|
$1 – $10,000
|
James G. Ellis
|
N/A
|
Over $100,000
|
N/A
|
N/A
|
Leonard R. Fuller
|
N/A
|
Over $100,000
|
N/A
|
Over $100,000
|
W. Scott Hedrick
|
N/A
|
Over $100,000
|
N/A
|
N/A
|
R. Clark Hooper
|
N/A
|
Over $100,000
|
N/A
|
Over $100,000
|
Merit E. Janow
|
N/A
|
Over $100,000
|
N/A
|
N/A
|
Laurel B. Mitchell
|
N/A
|
$50,001 – $100,000
|
N/A
|
N/A
|
Frank M. Sanchez
|
N/A
|
$10,001 – $50,000
|
N/A
|
N/A
|
Margaret Spellings
|
N/A
|
$10,001 – $50,000
|
N/A
|
N/A
|
Steadman Upham
|
N/A
|
None
|
N/A
|
Over $100,000
|
Name
|
Dollar range
1
of fund
shares owned
2
in series
|
Aggregate
dollar range
1
of shares
owned
2
in
all funds
in the
American Funds
family overseen
by trustee
|
“Interested” trustees
|
Bradley J. Vogt
|
N/A
|
N/A
|
|
1
Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; and Over $100,000. The amounts listed for “interested” 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, 2011, 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. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustee.
|
|
4
Aggregate dollar range of shares owned in all funds in the American Funds family overseen by trustee is Over $100,000 as of March 9, 2012.
|
Trustee compensation —
No compensation is paid by the series to any officer or trustee who is a director, officer or employee of the investment adviser or its affiliates. The boards of the series and other 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 series typically pays each independent trustee an annual fee based primarily on the total number of board clusters on which that independent trustee serves.
In addition, the series 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 series and the other funds served by each independent trustee each pay an equal portion of these attendance fees.
No pension or retirement benefits are accrued as part of series 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 series. The series also reimburses certain expenses of the independent trustees.
Trustee compensation earned during the fiscal year ended October 31, 2011:
Name
|
Aggregate compensation
(including voluntarily
deferred compensation
1
)
from the series
|
Total compensation (including
voluntarily deferred
compensation
1
)
from all funds managed by
Capital Research and
Management
Company or its affiliates
2
|
William H. Baribault
|
|
|
N/A
|
|
|
|
$159,743
|
|
|
James G. Ellis
|
|
|
N/A
|
|
|
|
254,602
|
|
|
Leonard R. Fuller
|
|
|
N/A
|
|
|
|
315,338
|
|
|
W. Scott Hedrick
|
|
|
N/A
|
|
|
|
141,743
|
|
|
R. Clark Hooper
|
|
|
N/A
|
|
|
|
383,462
|
|
|
Merit E. Janow
|
|
|
N/A
|
|
|
|
271,627
|
|
|
Laurel B. Mitchell
|
|
|
N/A
|
|
|
|
159,743
|
|
|
Frank M. Sanchez
|
|
|
N/A
|
|
|
|
149,744
|
|
|
Margaret Spellings
|
|
|
N/A
|
|
|
|
136,243
|
|
|
Steadman Upham
|
|
|
N/A
|
|
|
|
219,460
|
|
|
|
1
Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the series in 2012. 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 October 31, 2011 does not include earnings on amounts deferred in previous fiscal years.
|
|
2
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series
®
, which is composed of 18 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series
®
, which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and American Funds Portfolio Series
SM
, which is composed of eight funds.
|
Series organization and the board of trustees —
The series, an open-end, diversified management investment company, was organized as a Delaware statutory trust on April 12, 2012. All series operations are supervised by the series' 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 series as described above. They may elect to defer all or a portion of these fees through a deferred compensation plan in effect for the series.
The series currently consists of separate funds which have separate assets and liabilities, and invest in separate investment portfolios. The board of trustees may create additional funds in the future. Income, direct liabilities and direct operating expenses of a fund will be allocated directly to that fund and general liabilities and expenses of the series will be allocated among the funds in proportion to the total net assets of each fund.
Each 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 series’ 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 series 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 shares, the Virginia College Savings Plan
SM
will vote any proxies relating to the fund’s 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 series 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 series’ declaration of trust and by-laws, as well as separate indemnification agreements with independent trustees, provide in effect that, subject to certain conditions, the series will indemnify its officers and trustees against liabilities or expenses actually and reasonably incurred by them relating to their service to the series. 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.
Certain trustees and officers of the series may also serve in similar positions with some of the underlying funds. Thus, if the interests of one of the funds in the series and the underlying funds were ever to diverge, it is possible that an issue could arise and affect how the trustees and officers fulfill their fiduciary duties to that fund. The series has been structured to minimize these concerns. However, conceivably, a situation could occur where proper action for one of the funds in the series could be adverse to the interests of an underlying fund, or the reverse. If such a possibility arises, the trustees and officers of the affected funds and Capital Research and Management Company will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential issue.
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 series 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 series 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 independent fund counsel.
Risk oversight —
Day-to-day management of the series, including risk management, is the responsibility of the series’ contractual service providers, including the series’ investment adviser, principal underwriter/distributor and transfer agent. Each of these entities is responsible for specific portions of the series’ operations, including the processes and associated risks relating to the series’ 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
series’ service providers
, including risks. For example, the board receives reports from investment professionals regarding risks related to the
series’
investments and trading. The board also receives
compliance reports from the series’ and the investment adviser’s chief compliance officers addressing certain areas of risk.
Committees of the series’ board, as well as joint committees of independent board members of funds managed by Capital Research and Management Company, also explore risk management procedures in particular areas and then report back to the full board. For example, the series’ 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 series can be identified or processes and controls developed to eliminate or mitigate their effect. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve each fund’s objectives. As a result of the foregoing and other factors, the ability of the series’ service providers to eliminate or mitigate risks is subject to limitations.
Committees of the board of trustees —
The series has an audit committee comprised of William H. Baribault, Leonard R. Fuller, W. Scott Hedrick, Laurel B. Mitchell, Frank M. Sanchez and Steadman Upham, none of whom is an “interested person” of the series within the meaning of the 1940 Act. The committee provides oversight regarding the series’ accounting and financial reporting policies and practices, its internal controls and the internal controls of the series’ principal service providers. The committee acts as a liaison between the series’ independent registered public accounting firm and the full board of trustees.
The series has a contracts committee comprised of William H. Baribault, James G. Ellis, Leonard R. Fuller, W. Scott Hedrick, R. Clark Hooper, Merit E. Janow, Laurel B. Mitchell, Frank M. Sanchez, Margaret Spellings and Steadman Upham, none of whom is an “interested person” of the series within the meaning of the 1940 Act. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the series 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 series may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters.
The series has a nominating and governance committee comprised of William H. Baribault, James G. Ellis, R. Clark Hooper, Merit E. Janow, Laurel B. Mitchell and Margaret Spellings, none of whom is an “interested person” of the series within the meaning of the 1940 Act. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is
able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating and governance committee of the series, addressed to the series’ secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee.
Proxy voting procedures and principles —
The series’ investment adviser, in consultation with the series’ board, has adopted Proxy Voting Procedures and Principles for American Funds College Target Date Series (the “Principles”) with respect to voting proxies of securities held by the funds. The American Funds College Target Date Series and its investment adviser, Capital Research and Management Company, are committed to acting in the best interests of the shareholders of each fund in the series. Each fund in the series will principally invest in other American Funds. If an underlying fund has a shareholder meeting, a fund will vote its shares in the underlying fund in the same proportion as the votes of the other shareholders of the underlying fund. In the unlikely event that a fund should have to vote a proxy that is not a proxy of an underlying fund, the fund will vote in accordance with the Principles adopted by the underlying funds. For information on the proxy voting procedures and Principles for each of the underlying funds, please see the statement of additional information for each underlying fund.
Information regarding how the series and each underlying fund voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of each year (
a
) without charge, upon request by calling American Funds Service Company at 800/421-4225, (
b
) on the American Funds website at americanfunds.com and (
c
) on the SEC’s website at sec.gov. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the American Funds website.
Investment adviser —
Capital Research and Management Company, the series’ investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Los Angeles, San Francisco, New York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine, CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues.
Compensation of investment professionals —
The series is managed by a Portfolio Oversight Committee consisting of investment professionals employed by Capital Research and Management Company. The investment professionals serving on the Portfolio Oversight Committee are paid competitive salaries by Capital Research and Management Company. In
addition, they may receive bonuses based on their individual portfolio results for the underlying funds in which the series invests, as well as qualitative considerations, such as an individual’s contribution to the organization, which would include service on the Portfolio Oversight Committee. 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.
Investment professional fund holdings and other managed accounts —
As described below, investment professionals may personally own shares of the funds. In addition, investment professionals may manage portions of other mutual funds or accounts advised by Capital Research and Management Company or its affiliates.
The following table reflects information as of October 31, 2011:
Investment professional
|
Dollar range
of fund
shares
owned
1
|
Number
of other
registered
investment
companies (RICs)
for which
investment professional manages
(assets of RICs
in billions)
2
|
Number
of other
pooled
investment
vehicles (PIVs)
that investment professional manages
(assets of PIVs
in billions)
3
|
Number
of other
accounts
that investment professional manages
(assets of
other accounts
in billions)
4
|
Bradley J. Vogt
|
N/A
|
2
|
$206.8
|
None
|
None
|
Alan N. Berro
|
N/A
|
3
|
$110.9
|
None
|
None
|
Nicholas J. Grace
|
N/A
|
2
|
$115.8
|
None
|
None
|
James B. Lovelace
|
N/A
|
4
|
$153.1
|
None
|
None
|
Wesley K.-S. Phoa
|
N/A
|
4
|
$11.2
|
2
|
$0.28
|
6
|
$3.12
|
John H. Smet
|
N/A
|
5
|
$166.2
|
None
|
None
|
Andrew B. Suzman
|
N/A
|
4
|
$171.0
|
1
|
$0.11
|
None
|
|
1
Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; $100,001 – $500,000; $500,001 – $1,000,000; and Over $1,000,000. The amounts listed include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
|
|
2
Indicates fund(s) where the investment professional also has significant responsibilities for the day to day management of the fund(s). Assets noted are the total net assets of the registered investment companies and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.
|
|
3
Represents funds advised or sub-advised by Capital Research and Management Company or its affiliates and sold outside the United States and/or fixed-income assets in institutional accounts managed by investment adviser subsidiaries of Capital Group International, Inc., an affiliate of Capital Research and Management Company. Assets noted are the total net assets of the funds or accounts and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.
|
|
4
Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of investment professionals and their families are not reflected.
|
Investment Advisory and Service Agreement —
The Investment Advisory and Service Agreement (the “Agreement”) between the series and the investment adviser will continue in effect until December 31, 2013, 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 series, 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 series for its acts or omissions in the performance of its obligations to the series not involving willful misfeasance, 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 series’ 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 series’ 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 series’ offices. The series will pay 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 series’ 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 series; and costs of assembling and storing shareholder account data.
Since each fund pursues its investment objective by investing in other mutual funds, you will bear your proportionate share of a fund's operating expenses and also, indirectly, the operating expenses of the underlying funds in which the fund invests.
The following table provides the annual advisory fee rates for each of the potential underlying funds excluding any waivers or reimbursements during each fund’s most recently completed fiscal year.
Underlying American Funds
|
Annual fee rate
|
AMCAP Fund
|
0.32%
|
American Funds Mortgage Fund
|
0.32
|
The Growth Fund of America
|
0.27
|
The New Economy Fund
|
0.41
|
EuroPacific Growth Fund
|
0.42
|
Underlying American Funds
|
Annual fee rate
|
New Perspective Fund
|
0.39
|
New World Fund
|
0.56
|
SMALLCAP World Fund
|
0.64
|
American Mutual Fund
|
0.26
|
Capital World Growth and Income Fund
|
0.38
|
Fundamental Investors
|
0.25
|
International Growth and Income Fund
|
0.52
|
The Investment Company of America
|
0.24
|
Washington Mutual Investors Fund
|
0.25*
|
American Balanced Fund
|
0.24
|
American Funds Global Balanced Fund
|
0.55
|
Capital Income Builder
|
0.25
|
The Income Fund of America
|
0.25
|
American High-Income Trust
|
0.31
|
The Bond Fund of America
|
0.21
|
Capital World Bond Fund
|
0.44
|
Intermediate Bond Fund of America
|
0.23
|
Short-Term Bond Fund of America
|
0.29
|
U.S. Government Securities Fund
|
0.23
|
American Funds Short-Term Tax-Exempt Bond Fund
|
0.38
|
American High-Income Municipal Bond Fund
|
0.34
|
Limited Term Tax-Exempt Bond Fund of America
|
0.26
|
Tax-Exempt Bond Fund of America
|
0.26
|
|
*Includes fees for services provided by Washington Management Corporation.
|
Administrative services —
The investment adviser and its affiliates provide certain administrative services for shareholders of the series’ Class 529 shares. Services include, but are not limited to, coordinating, monitoring, assisting and overseeing third parties that provide services to series shareholders.
These services are provided pursuant to an Administrative Services Agreement (the “Administrative Agreement”) between the series and the investment adviser relating to the series’ Class 529 shares. The Administrative Agreement will continue in effect until [DATE], 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 series’ 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 series 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 series. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). The funds are not assessed an administrative services fee for the administrative services provided to the series. However, the investment
adviser receives an administrative services fee at the annual rate of .05% of the average daily net assets from the R-6 shares of the underlying funds.
Principal Underwriter and plans of distribution —
American Funds Distributors, Inc. (the “Principal Underwriter”) is the principal underwriter of the series’ 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 529-A shares, the Principal Underwriter receives commission revenue consisting of the balance of the Class 529-A sales charge remaining after the allowances by the Principal Underwriter to investment dealers.
|
·
|
For Class 529-C shares, the Principal Underwriter receives any contingent deferred sales charges that apply during the first year after purchase.
|
In addition, the fund reimburses the Principal Underwriter for advancing immediate service fees to qualified dealers and advisers upon the sale of Class 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 advisers, in connection with investments in Class 529-F-1 and 529-E shares.
Plans of distribution —
The series has adopted plans of distribution (the “Plans”) pursuant to rule 12b-1 under the 1940 Act. The Plans permit the series to expend amounts to finance any activity primarily intended to result in the sale of fund shares, provided the series’ 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 series.
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 estimated to be paid under the Plans, expressed as a percentage of each 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 529-A —
For Class 529-A shares, up to .25% of the series’ 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 Plan may be paid to the Principal Underwriter for distribution-related expenses. The series may annually expend up to .50% for Class 529-A shares under the Plan.
Distribution-related expenses for Class 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 529-A Plan limitations and not reimbursed to the
Principal Underwriter during the most recent fiscal quarter are recoverable for five quarters, provided that the reimbursement of such commissions does not cause the series to exceed the annual expense limit. After five quarters, these commissions are not recoverable.
Class 529-B —
The Plan for Class 529-B shares provide for payments to the Principal Underwriter of up to .25% of the fund’s average daily net assets attributable to such shares for paying service-related expenses and .75% for distribution-related expenses, which include the financing of commissions paid to qualified dealers.
Other share classes (Class 529-C, 529-F-1 and 529-E) —
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 series’ average daily net assets attributable to such shares:
Share class
|
Service
related
payments
1
|
Distribution
related
payments
1
|
Total
allowable
under
the Plans
2
|
Class 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
|
1
|
Amounts in these columns represent the amounts approved by the board of trustees under the applicable Plan.
|
2
|
The series may annually expend the amounts set forth in this column under the current Plans with the approval of the board of trustees.
|
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 series 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 series are committed to the discretion of the independent trustees during the existence of the Plans.
Potential benefits of the Plans to the series include quality shareholder services, savings to the series in transfer agency costs, and benefits to the investment process from growth or stability of assets. The Plans may not be amended to materially increase the amount spent for distribution without shareholder approval. Plan expenses are reviewed quarterly by the board of trustees and the Plans must be renewed annually by the board of trustees.
A portion of the series’ 12b-1 expense is paid to financial advisers to compensate them for providing ongoing services. If you have questions regarding your investment in the funds or need assistance with your account, please contact your financial adviser. If you need a financial adviser, please call American Funds Distributors at (800) 421-4120 for assistance.
Fee to Virginia College Savings Plan —
With respect to Class 529 shares, as compensation for its oversight and administration, Virginia College Savings Plan receives a quarterly fee accrued daily and calculated at the annual rate of .10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds, .09% on net assets between $30 billion and $60 billion, .08% on net assets between $60 billion and $90 billion, .07% on net assets between $90 billion and $120 billion, and .06% on net assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.
Other compensation to dealers —
As of July 2011, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:
|
Cadaret, Grant & Co., Inc.
|
|
Cambridge Investment Research, Inc.
|
|
Financial Network Investment Corporation
|
|
Guaranty Brokerage Services, Inc.
|
|
Multi-Financial Securities Corporation
|
|
Primevest Financial Services, Inc.
|
|
Commonwealth Financial Network
|
|
Genworth Financial Securities Corporation
|
|
HTK / Janney Montgomery Group
|
|
Hornor, Townsend & Kent, Inc.
|
|
Janney Montgomery Scott LLC
|
|
ING Financial Advisers, LLC
|
|
ING Financial Partners, Inc.
|
|
Transamerica Financial Advisors, Inc.
|
|
J. J. B. Hilliard, W. L. Lyons, LLC
|
|
J.P. Morgan Chase Banc One
|
|
Chase Investment Services Corp.
|
|
J.P. Morgan Securities Inc.
|
|
Lincoln Financial Advisors Corporation
|
|
Lincoln Financial Securities Corporation
|
|
LPL Financial Corporation
|
|
Uvest Investment Services
|
|
Merrill Lynch Banc of America
|
|
Banc of America Securities LLC
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
Tower Square Securities, Inc.
|
|
Walnut Street Securities, Inc.
|
|
MML Investors Services, Inc.
|
|
Morgan Keegan & Company, Inc.
|
|
Morgan Stanley Smith Barney LLC
|
|
National Planning Holdings Inc.
|
|
Invest Financial Corporation
|
|
Investment Centers of America, Inc.
|
|
National Planning Corporation
|
|
Northwestern Mutual Investment Services, LLC
|
|
Park Avenue Securities LLC
|
|
Raymond James & Associates, Inc.
|
|
Raymond James Financial Services Inc.
|
|
RBC Capital Markets Corporation
|
|
Robert W. Baird & Co. Incorporated
|
|
Stifel, Nicolaus & Company, Incorporated
|
|
SunTrust Investment Services, Inc.
|
|
FSC Securities Corporation
|
|
Royal Alliance Associates, Inc.
|
|
SagePoint Financial, Inc.
|
|
U.S. Bancorp Investments, Inc.
|
|
UBS Financial Services Inc.
|
|
H.D. Vest Investment Securities, Inc.
|
|
Wells Fargo Advisors Financial Network, LLC
|
|
Wells Fargo Advisors Investment Services Group
|
|
Wells Fargo Advisors Latin American Channel
|
|
Wells Fargo Advisors Private Client Group
|
|
Wells Fargo Investments, LLC
|
Execution of portfolio transactions
The series does not incur any brokerage commissions for purchasing shares of the underlying funds. However, the series may incur brokerage commissions and/or investment dealer concessions when purchasing short-term debt securities for the funds. Portfolio transactions for the series may be executed as part of concurrent authorizations to purchase or sell the same security for other funds served by the investment adviser, or for trusts or other accounts served by affiliated companies of the investment adviser. When such concurrent authorizations occur, the objective is to allocate the executions in an equitable manner.
For information regarding the policies with respect to the execution of portfolio transactions of the underlying funds, please see the statement of additional information for each underlying fund.
Disclosure of portfolio holdings
The series’ investment adviser, on behalf of the funds, has adopted policies and procedures with respect to the disclosure of information about the funds’ portfolio securities. These policies and procedures have been reviewed by the series’ board of trustees and compliance will be periodically assessed by the board in connection with reporting from the series’ Chief Compliance Officer. These policies and procedures are similar to those adopted by the underlying funds.
Under these policies and procedures, each fund’s complete list of portfolio holdings available for public disclosure, dated as of the end of each calendar quarter, is permitted to be posted on the American Funds website no earlier than the tenth day after such calendar quarter. In practice, the public portfolio typically is posted on the website within 30 days after the end of the calendar quarter. Such portfolio holdings information may then be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the American Funds website. The series’ custodian, outside counsel and auditor, each of which require portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier. Information regarding the portfolio holdings of the underlying funds will be available on the American Funds website. Notwithstanding the above, because each fund principally invests in underlying American Funds, the series may initially make each fund’s portfolio holdings publicly available upon the start of investment operations of the fund.
Affiliated persons of the series, including officers of the series 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 preclear 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 series, as described in this statement of additional information receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the American Funds website to persons not affiliated with the series (which, as described would typically occur no earlier than one day after the day on which the information is posted on the American Funds website, such persons may be bound by agreements (including confidentiality agreements) or fiduciary obligations that restrict and limit their use of the information to legitimate business uses only. Neither the series nor its investment adviser or any affiliate thereof receives compensation or other consideration in connection with the disclosure of information about portfolio securities.
Subject to board policies, the authority to disclose a fund’s portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the series’ investment adviser. In exercising their authority, the committees determine whether disclosure of information about the funds’ portfolio securities is appropriate and in the best interest of series shareholders. The investment adviser has implemented policies and procedures to address issues that may arise from the disclosure of fund holdings. For example, the investment adviser’s code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the American Funds website (other than to certain series service providers for legitimate business and series oversight purposes) helps reduce potential issues between series shareholders and the investment adviser and its affiliates.
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 series 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 a fund in the series 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 series 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 series. 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 each fund, since such prices generally reflect the previous day's closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1 p.m., each fund’s share price would still be determined as of 4 p.m. New York time. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year's Day; Martin Luther King, Jr. Day; Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. Each share class of each fund has a separately calculated net asset value (and share price).
As noted in the prospectus, the principal assets of the funds consist of investments in the underlying funds. These investments are reflected in the net assets of each fund on the day of the investment. All portfolio securities of the funds are valued, and the net asset values per share for each share class are determined, as indicated below.
Underlying funds are priced based on the net asset value of each underlying fund, calculated as of approximately 4 p.m. New York time each day the New York Stock Exchange is open. Equity securities, including depositary receipts, are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the
last available bid price. Prices for each security are taken from the principal exchange or market on which the security trades.
Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity are generally valued at prices obtained from one or more independent pricing vendors. The pricing vendors base bond 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 underlying 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.
Securities with original maturities of one year or less having 60 days or less to maturity are amortized to maturity based on their cost if acquired within 60 days of maturity, or if already held on the 60th day, based on the value determined on the 61st day. Forward currency contracts are valued at the mean of representative quoted bid and 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 series’ board. Subject to board oversight, each underlying fund’s board has delegated the obligation to make fair valuation determinations to a valuation committee established by the series’ investment adviser. The board receives periodic reports describing fair-valued securities and the valuation methods used.
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 repurchases 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.
Taxes and distributions
Each 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, each 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 each fund to cure inadvertent failures of certain qualification tests required under Subchapter M. However, should each fund fail to qualify under Subchapter M, each fund would be subject to federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to shareholders would be taxed as dividend income to the extent of the fund’s earnings and profits.
Amounts not distributed by each 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, each fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses for the twelve month period ending on October 31, and (3) all ordinary income and capital gains for previous years that were not distributed during such years.
Each fund may declare a capital gain distribution consisting of the excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund. For fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. Each fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010 before using capital losses arising in fiscal years prior to December 22, 2010.
Dividends and capital gain distributions by each fund to a tax-deferred college savings account are not taxable currently.
Class 529 shareholders should refer to the applicable program description for information on policies and services specifically relating to college savings accounts.
Purchase and exchange of shares
Purchases by individuals —
As described in the prospectus, you may generally open an account and purchase fund shares by contacting a financial adviser or investment dealer authorized to sell the fund’s shares. You may make investments by any of the following means:
Contacting your financial adviser —
Deliver or mail a check to your financial adviser.
By mail —
For initial investments, you may mail a check, made payable to the fund, directly to the address indicated on the account application. Please indicate an investment dealer on the account application. You may make additional investments by filling out the “Account Additions” form at the bottom of a recent 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 Rd.
Norfolk, VA 23513-2407
By telephone —
Using the American FundsLine. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.
By Internet —
Using americanfunds.com. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.
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. In addition, the fund and the Principal Underwriter reserve the right to reject any purchase order.
Purchase minimums and maximums —
All investments are subject to the purchase minimums and maximums described in the prospectus. As noted in the prospectus, purchase minimums may be waived or reduced in certain cases.
In the case of American Funds non-tax-exempt funds, the initial purchase minimum of $25 may be waived for employer-sponsored CollegeAmerica accounts.
Accounts that are funded with monies set by court decree may be established without meeting the initial purchase minimum.
In addition, 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:
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Accounts that are funded with (
a)
transfers of assets, (
b
) rollovers from 529 college savings plans or (
c
) required minimum distribution automatic exchanges; and
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American Funds Money Market Fund accounts registered in the name of clients of Capital Guardian Trust Company’s Capital Group Private Client Services division.
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Certain accounts held on the fund’s books, known as omnibus accounts, contain multiple underlying accounts that are invested in shares of the fund. These underlying accounts are maintained by entities such as financial intermediaries and are subject to the applicable initial purchase minimums as described in the prospectus and this statement of additional information. However, in the case where the entity maintaining these accounts aggregates the accounts’ purchase orders for fund shares, such accounts are not required to meet the fund’s minimum amount for subsequent purchases.
Exchanges —
You may only exchange shares into other American Funds within the same share class. However, exchanges from Class 529-A shares of American Funds Money Market Fund may be made to Class 529-C shares of other American Funds for dollar cost averaging purposes. Exchanges are not permitted from Class 529-A shares of American Funds Money
Market Fund to Class 529-C shares of Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund of America. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from American Funds Money Market Fund are subject to applicable sales charges, unless the American Funds Money Market Fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions. Exchanges of Class 529-F-1 shares generally may only be made through fee-based programs of investment firms that have special agreements with the fund’s distributor and certain registered investment advisers.
You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial adviser, by using American FundsLine or americanfunds.com, or by telephoning 800/421-4225 toll-free, or faxing (see “American Funds Service Company service areas” in the prospectus for the appropriate fax numbers) the Transfer Agent. For more information, see “Shareholder account services and privileges” in this statement of additional information.
These transactions have the same tax consequences as ordinary sales and purchases.
Shares held in employer-sponsored retirement plans may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received (see “Price of shares” in this statement of additional information).
Frequent trading of fund shares —
As noted in the prospectus, all transactions in fund shares are subject to the series’ and American Funds Distributors’ right to restrict potentially abusive trading.
Other potentially abusive activity —
American Funds Service Company will monitor for other types of activity that could potentially be harmful to the American Funds — for example, short-term trading activity in multiple funds. When identified, American Funds Service Company will request that the shareholder discontinue the activity. If the activity continues, American Funds Service Company will freeze the shareholder account to prevent all activity other than redemptions of fund shares.
Moving between share classes
If you wish to “move” your investment between share classes (within the same fund or between different funds), we generally will process your request as an exchange of the shares you currently hold for shares in the new class or fund. Below is more information about how sales charges are handled for various scenarios.
Exchanging Class 529-B shares for Class 529-A shares —
If you exchange Class 529-B shares for Class 529-A shares during the contingent deferred sales charge period you are responsible for paying any applicable deferred sales charges attributable to those Class 529-B shares, but you will not be required to pay a Class 529-A sales charge. If, however, you exchange your Class 529-B shares for Class 529-A shares after the contingent deferred sales charge period, you are responsible for paying any applicable Class 529-A sales charges.
Exchanging Class 529-C shares for Class 529-A shares —
If you exchange Class 529-C shares for Class 529-A shares, you are still responsible for paying any Class 529-C contingent deferred sales charges and applicable Class 529-A sales charges.
Exchanging Class 529-C shares for Class 529-F-1 shares —
If you are part of a qualified fee-based program and you wish to exchange your Class 529-C shares for Class 529-F-1 shares to be held in the program, you are still responsible for paying any applicable Class 529-C contingent deferred sales charges.
Exchanging Class 529-F-1 shares for Class 529-A shares —
You can exchange Class 529-F-1 shares held in a qualified fee-based program for Class 529-A shares without paying an initial Class 529-A sales charge if you are leaving or have left the fee-based program. You can exchange Class 529-F-1 shares received in a conversion from Class 529-C shares for Class 529-A shares at any time without paying an initial Class 529-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 529-F-1 shares, the foregoing requirements apply and you must purchase Class 529-A shares within 90 days after redeeming your Class 529-F-1 shares to receive the Class 529-A shares without paying an initial Class 529-A sales charge.
Exchanging Class 529-A shares for Class 529-F-1 shares —
If you are part of a qualified fee-based program and you wish to exchange your Class 529-A shares for Class 529-F-1 shares to be held in the program, any Class 529-A sales charges (including contingent deferred sales charges) that you paid or are payable will not be credited back to your account.
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.
Sales charges
Class 529-A purchases
Purchases
Pursuant to a determination of eligibility by a vice president or more senior officer of the Capital Research and Management Company Fund Administration Unit, or by his or her designee, Class 529-A shares of the American Funds stock, stock/bond and bond funds may be sold at net asset value to:
(1)
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current or retired directors, trustees, officers and advisory board members of, and certain lawyers who provide services to, the funds managed by Capital Research and Management Company, current or retired employees of Washington Management Corporation, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons;
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(2)
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currently registered representatives and assistants directly employed by such representatives, retired registered representatives with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their (
a
) spouses or equivalents if recognized under local law, (
b
) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law, and (
c
) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of dealers who have sales agreements with the Principal Underwriter (or who clear transactions through such dealers), plans for the dealers, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;
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(3)
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currently registered investment advisers (“RIAs”) and assistants directly employed by such RIAs, retired RIAs with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their (
a
) spouses or equivalents if recognized under local law, (
b
) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law and (
c
) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of RIA firms that are authorized to sell shares of the funds, plans for the RIA firms, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;
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(4)
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companies exchanging securities with the fund through a merger, acquisition or exchange offer;
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(5)
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accounts managed by subsidiaries of The Capital Group Companies, Inc.;
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(6)
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The Capital Group Companies, Inc., its affiliated companies and Washington Management Corporation;
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(7)
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an individual or entity with a substantial business relationship with The
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Capital Group Companies, Inc. or its affiliates, or an individual or entity related or relating to such individual or entity;
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(8)
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wholesalers and full-time employees directly supporting wholesalers involved in the distribution of insurance company separate accounts whose underlying investments are managed by any affiliate of The Capital Group Companies, Inc.; and
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(9)
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full-time employees of banks that have sales agreements with the Principal Underwriter, who are solely dedicated to directly supporting the sale of mutual funds.
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Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account.
Transfers to CollegeAmerica —
A transfer from the Virginia Prepaid Education Program
SM
or the Virginia Education Savings Trust
SM
to a CollegeAmerica account will be made with no sales charge. No commission will be paid to the dealer on such a transfer.
Moving between accounts —
Investments in certain account types may be moved to other account types without incurring additional Class 529-A sales charges. These transactions include death distributions paid to a beneficiary’s account that are used by the beneficiary to purchase fund shares in a different account.
Dealer commissions and compensation —
Commissions (up to 1.00%) are paid to dealers who initiate and are responsible for certain Class 529-A share purchases not subject to initial sales charges. These purchases consist of purchases, when combined with other American Funds investments, of $1 million or more. Commissions on such investments are paid to dealers at the following rates: 1.00% on amounts of less than $4 million, .50% on amounts of at least $4 million but less than $10 million and .25% on amounts of at least $10 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines. For example, if a shareholder has accumulated investments in excess of $4 million (but less than $10 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of .50%.
A dealer concession of up to 1% may be paid by the fund under its Class 529-A plan of distribution to reimburse the Principal Underwriter in connection with dealer and wholesaler compensation paid by it with respect to investments made with no initial sales charge.
Sales charge reductions and waivers
Reducing your Class 529-A sales charge —
As described in the prospectus, there are various ways to reduce your sales charge when purchasing Class 529-A shares. Additional information about Class A sales charge reductions is provided below.
Statement of intention —
By establishing a statement of intention (the “Statement”), you enter into a nonbinding commitment to purchase shares of the American Funds (excluding American Funds Money Market Fund) over a 13-month period and receive the same sales charge (expressed as a percentage of your purchases) as if all shares had been purchased at once, unless the Statement is upgraded as described below.
The Statement period starts on the date on which your first purchase made toward satisfying the Statement is processed. Your accumulated holdings (as described in the paragraph below titled “Rights of accumulation”) eligible to be aggregated as of the day immediately before the start of the Statement period may be credited toward satisfying the Statement.
You may revise the commitment you have made in your Statement upward at any time during the Statement period. If your prior commitment has not been met by the time of the revision, the Statement period during which purchases must be made will remain unchanged. Purchases made from the date of the revision will receive the reduced sales charge, if any, resulting from the revised Statement. If your prior commitment has been met by the time of the revision, your original Statement will be considered met and a new Statement will be established.
The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions to dealers will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder’s death.
When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement may be held in escrow in the shareholder’s account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholder’s account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified Statement period, the purchaser may be required to remit to the Principal Underwriter the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder’s account at the time a purchase was made during the Statement period will receive a corresponding commission adjustment if appropriate. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser may be liable to the Principal Underwriter for the balance still outstanding.
In addition, if you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to apply purchases under such contracts and policies to a Statement.
Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms and those in the prospectus with their first purchase.
Aggregation —
Qualifying investments for aggregation include those made by you and your “immediate family” as defined in the prospectus, if all parties are purchasing shares for their own accounts and/or:
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individual-type employee benefit plans, such as an IRA, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information);
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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.;
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business accounts solely controlled by you or your immediate family (for example, you own the entire business);
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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);
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endowments or foundations established and controlled by you or your immediate family; or
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529 accounts, which will be aggregated at the account owner level (Class 529-E accounts may only be aggregated with an eligible employer plan).
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Individual purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the investments are:
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for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;
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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;
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for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;
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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; or
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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
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accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act.
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Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with those made for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.
Concurrent purchases —
As described in the prospectus, you may reduce your Class 529-A sales charge by combining purchases of all classes of shares in the American Funds, as well as applicable holdings in the American Funds Target Date Retirement Series and American Funds Portfolio Series. Shares of American Funds Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds Money Market Fund are excluded. If you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to combine purchases made under such contracts and policies to reduce your Class 529-A sales charge.
Rights of accumulation —
Subject to the limitations described in the aggregation policy, you may take into account your accumulated holdings in all share classes of the American Funds, as well as applicable holdings in the American Funds Target Date Retirement Series and American Funds Portfolio Series, to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds Money Market Fund are excluded. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (
a
) the current value of your existing holdings (the “market value”) as of the day prior to your American Funds investment or (
b
) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the “cost value”). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.
The value of all of your holdings in accounts established in calendar year 2005 or earlier will be assigned an initial cost value equal to the market value of those holdings as of the last business day of 2005. Thereafter, the cost value of such accounts will increase or decrease according to actual investments or withdrawals. You must contact your financial adviser or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings.
When determining your Class 529-A sales charge, 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 529-C shares if such combined holdings cause you to be eligible to purchase Class 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 Class 529-A shares, upon your request, you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds and applicable American Legacy accounts.
CDSC waivers for Class A, B and C shares —
As noted in the prospectus, a contingent deferred sales charge (“CDSC”) may be waived for redemptions due to death or post-purchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC.
In addition, a CDSC may be waived for redemptions through an automatic withdrawal plan (“AWP”) if they do not exceed 12% of the value of an account (defined below) annually (the “12% limit”) (see “Automatic withdrawals” under “Shareholder account services and privileges” in this statement of additional information). For each AWP payment, assets that are not subject to a CDSC, such as shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. If there is an insufficient amount of assets not subject to a CDSC to cover a particular AWP payment, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives payments through an AWP will also count toward the 12% limit. In the case of an AWP, the 12% limit is calculated at the time an automatic redemption is first made, and is recalculated at the time each additional automatic redemption is made. Shareholders who establish an AWP should be aware that the amount of a payment not subject to a CDSC may vary over time depending on fluctuations in the value of their accounts. This privilege may be revised or terminated at any time.
For purposes of this paragraph, “account” means your investment in the applicable class of shares of the particular fund from which you are making the redemption.
CDSC waivers are allowed only in the cases listed here and in the prospectus. For example, CDSC waivers will not be allowed on redemptions of Class 529-B and 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by the Virginia College Savings Plan as an option for additional investment within CollegeAmerica.
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 529-A, 529-B or 529-C shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any applicable CDSC, equals the dollar amount requested.
If you hold multiple American Funds and a CDSC applies to the shares you are redeeming, the CDSC will be calculated based on the applicable class of shares of the particular fund from which you are making the redemption.
Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier’s checks) for shares purchased have cleared (which may take up to 10 business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 1940 Act), sale proceeds will be paid on or before the seventh day following receipt and acceptance of an order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.
You may request that redemption proceeds of $1,000 or more from American Funds Money Market Fund be wired to your bank by writing American Funds Service Company. A signature guarantee is required on all requests to wire funds.
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.
Automatic investment plan —
An automatic investment plan enables you to make monthly or quarterly investments in the American Funds through automatic debits from your bank account. To set up a plan, you must fill out an account application and specify the amount that you would like to invest and the date on which you would like your investments to occur. The plan will begin within 30 days after your account application is received. Your bank account will be debited on the day or a few days before your investment is made, depending on the bank’s capabilities. The Transfer Agent will then invest your money into the fund you specified on or around the date you specified. If the date you specified falls on a weekend or holiday, your money will be invested on the following business day. However, if the following business day falls in the next month, your money will be invested on the business day immediately preceding the weekend or holiday. If your bank account cannot be debited due to insufficient funds, a stop-payment or the closing of the account, the plan may be terminated and the related investment reversed. You may change the amount of the investment or discontinue the plan at any time by contacting the Transfer Agent.
Automatic reinvestment —
Dividends and capital gain distributions are automatically reinvested in additional shares of the same class and fund at net asset value.
Automatic exchanges —
For all share classes, you may automatically exchange shares of the same class in amounts of $50 or more among any of the American Funds on any day (or preceding business day if the day falls on a nonbusiness day) of each month you designate.
Automatic withdrawals —
Depending on the type of account, 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 adviser or intermediary to determine if your account is eligible for automatic withdrawals.
Withdrawal payments are not to be considered as dividends, yield or income. Generally, automatic investments may not be made into a shareholder account from which there are automatic withdrawals. Withdrawals of amounts exceeding reinvested dividends and distributions and increases in share value would reduce the aggregate value of the shareholder’s account. The Transfer Agent arranges for the redemption by the fund of sufficient shares, deposited by the shareholder with the Transfer Agent, to provide the withdrawal payment specified.
Redemption proceeds from an automatic withdrawal plan are not eligible for reinvestment without a sales charge.
Account statements —
Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments, purchases through automatic investment plans and certain retirement plans, as well as automatic exchanges and withdrawals, will be confirmed at least quarterly.
American FundsLine and americanfunds.com —
You may check your share balance, the price of your shares or your most recent account transaction; redeem shares (up to $75,000 per American Funds shareholder each day); or exchange shares around the clock with American FundsLine or using americanfunds.com. To use American FundsLine, call 800/325-3590 from a TouchTone™ telephone. Redemptions and exchanges through American FundsLine and americanfunds.com are subject to the conditions noted above and in “Telephone and Internet purchases, redemptions and exchanges” below. You will need your fund number (see the list of the American Funds under “General information — fund numbers”), personal identification number (generally the last four digits of your Social Security number or other tax identification number associated with your account) and account number.
Generally, all shareholders are automatically eligible to use these services. However, if you are not currently authorized to do so, you may complete an American FundsLink Authorization Form. Once you establish this privilege, you, your financial adviser or any person with your account information may use these services.
Telephone and Internet purchases, redemptions and exchanges —
By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the series, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the series may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the series 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 series’ declaration of trust permits the series 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 series’ current registration statement under the 1940 Act, and subject to such further terms and conditions as the board of trustees of the series may from time to time adopt.
While payment of redemptions normally will be in cash, the series’ 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 series’ 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 of one or more funds in the series.
Share certificates —
Shares are credited to your account. The fund does not issue share certificates.
General information
Custodian of assets —
Securities and cash owned by all funds, including proceeds from the sale of shares of the funds and of securities in the funds’ portfolio, are held by State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, as Custodian. If the funds hold 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 each 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 series 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 funds as disclosed in the prospectus.
Independent registered public accounting firm —
Deloitte & Touche LLP, 695 Town Center Drive, Costa Mesa, California 92626, serves as the series’ independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the Securities and Exchange Commission. The financial statements included in this statement of additional information 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 series’ independent registered public accounting firm is reviewed and determined annually by the board of trustees.
Independent legal counsel —
Bingham McCutchen LLP, 355 South Grand Avenue, Suite 4400, Los Angeles, CA 90071, serves as independent legal counsel (“counsel”) for the series and for independent trustees in their capacities as such. A determination with respect to the independence of the series’ counsel will be made at least annually by the independent trustees of the series, as prescribed by the 1940 Act and related rules.
Prospectuses, reports to shareholders and proxy statements —
The series’ fiscal year ends on October 31. Shareholders are provided updated summary prospectuses annually and at least semi-annually with reports showing the series’ investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the current prospectus at no cost by calling 800/421-4225 or by sending an e-mail request to prospectus@americanfunds.com. Shareholders may also access each fund’s current summary prospectus, prospectus, statement of additional information and the series’ shareholder report at americanfunds.com/prospectus. The series’ annual financial statements
are audited by the series’ independent registered public accounting firm, Deloitte & Touche LLP. In addition, shareholders may also receive proxy statements for each fund. In an effort to reduce the volume of mail shareholders receive from the series when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of summary prospectuses, shareholder reports and proxy statements. To receive additional copies of a summary prospectus, report or proxy statement, shareholders should contact the Transfer Agent.
Shareholders may also elect to receive updated summary prospectuses, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com. Upon electing the electronic delivery of updated summary prospectuses and other reports, a shareholder will no longer automatically receive such documents in paper form by mail. A shareholder who elects electronic delivery is able to cancel this service at any time and return to receiving updated summary prospectuses and other reports in paper form by mail.
Summary prospectuses, prospectuses, annual reports and semi-annual reports that are mailed to shareholders by the American Funds organization are printed with ink containing soy and/or vegetable oil on paper containing recycled fibers.
Codes of ethics —
The series and Capital Research and Management Company and its affiliated companies, including the series’ Principal Underwriter, have adopted codes of ethics that allow for personal investments, including securities in which the series 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.
Other information —
The series reserves the right to modify the privileges described in this statement of additional information at any time.
The financial statements, including the investment portfolio and the report of the series’ independent registered public accounting firm contained in the annual report, are included in this statement of additional information.
Fund numbers — Here are the fund numbers for use with our automated telephone line, American FundsLine
®
, or when making share transactions:
|
Fund numbers
|
Fund
|
Class A
|
|
Class B
|
|
Class C
|
|
Class F-1
|
|
Class F-2
|
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
®
|
002
|
|
202
|
|
302
|
|
402
|
|
602
|
|
|
American Balanced Fund
®
|
011
|
|
211
|
|
311
|
|
411
|
|
611
|
|
|
American Funds Global Balanced Fund
SM
|
037
|
|
237
|
|
337
|
|
437
|
|
637
|
|
|
American Mutual Fund
®
|
003
|
|
203
|
|
303
|
|
403
|
|
603
|
|
|
Capital Income Builder
®
|
012
|
|
212
|
|
312
|
|
412
|
|
612
|
|
|
Capital World Growth and Income Fund
®
|
033
|
|
233
|
|
333
|
|
433
|
|
633
|
|
|
EuroPacific Growth Fund
®
|
016
|
|
216
|
|
316
|
|
416
|
|
616
|
|
|
Fundamental Investors
SM
|
010
|
|
210
|
|
310
|
|
410
|
|
610
|
|
|
The Growth Fund of America
®
|
005
|
|
205
|
|
305
|
|
405
|
|
605
|
|
|
The Income Fund of America
®
|
006
|
|
206
|
|
306
|
|
406
|
|
606
|
|
|
International Growth and Income Fund
SM
|
034
|
|
234
|
|
334
|
|
434
|
|
634
|
|
|
The Investment Company of America
®
|
004
|
|
204
|
|
304
|
|
404
|
|
604
|
|
|
The New Economy Fund
®
|
014
|
|
214
|
|
314
|
|
414
|
|
614
|
|
|
New Perspective Fund
®
|
007
|
|
207
|
|
307
|
|
407
|
|
607
|
|
|
New World Fund
®
|
036
|
|
236
|
|
336
|
|
436
|
|
636
|
|
|
SMALLCAP World Fund
®
|
035
|
|
235
|
|
335
|
|
435
|
|
635
|
|
|
Washington Mutual Investors Fund
SM
|
001
|
|
201
|
|
301
|
|
401
|
|
601
|
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Mortgage Fund
®
|
042
|
|
242
|
|
342
|
|
442
|
|
642
|
|
|
American Funds Short-Term Tax-Exempt
Bond Fund
®
|
039
|
|
N/A
|
|
N/A
|
|
439
|
|
639
|
|
|
American Funds Tax-Exempt Fund of
New York
®
|
041
|
|
241
|
|
341
|
|
441
|
|
641
|
|
|
American High-Income Municipal Bond Fund
®
|
040
|
|
240
|
|
340
|
|
440
|
|
640
|
|
|
American High-Income Trust
®
|
021
|
|
221
|
|
321
|
|
421
|
|
621
|
|
|
The Bond Fund of America
®
|
008
|
|
208
|
|
308
|
|
408
|
|
608
|
|
|
Capital World Bond Fund
®
|
031
|
|
231
|
|
331
|
|
431
|
|
631
|
|
|
Intermediate Bond Fund of America
®
|
023
|
|
223
|
|
323
|
|
423
|
|
623
|
|
|
Limited Term Tax-Exempt Bond Fund
of America
®
|
043
|
|
243
|
|
343
|
|
443
|
|
643
|
|
|
Short-Term Bond Fund of America
®
|
048
|
|
248
|
|
348
|
|
448
|
|
648
|
|
|
The Tax-Exempt Bond Fund of America
®
|
019
|
|
219
|
|
319
|
|
419
|
|
619
|
|
|
The Tax-Exempt Fund of California
®
*
|
020
|
|
220
|
|
320
|
|
420
|
|
620
|
|
|
The Tax-Exempt Fund of Maryland
®
*
|
024
|
|
224
|
|
324
|
|
424
|
|
624
|
|
|
The Tax-Exempt Fund of Virginia
®
*
|
025
|
|
225
|
|
325
|
|
425
|
|
625
|
|
|
U.S. Government Securities Fund
SM
|
022
|
|
222
|
|
322
|
|
422
|
|
622
|
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
®
|
059
|
|
259
|
|
359
|
|
459
|
|
659
|
|
|
|
*Qualified for sale only in certain jurisdictions.
|
|
Fund numbers
|
Fund
|
Class
529-A
|
|
Class
529-B
|
|
Class
529-C
|
|
Class
529-E
|
|
Class
529-F-1
|
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
|
1002
|
|
1202
|
|
1302
|
|
1502
|
|
1402
|
|
|
American Balanced Fund
|
1011
|
|
1211
|
|
1311
|
|
1511
|
|
1411
|
|
|
American Funds Global Balanced Fund
|
1037
|
|
1237
|
|
1337
|
|
1537
|
|
1437
|
|
|
American Mutual Fund
|
1003
|
|
1203
|
|
1303
|
|
1503
|
|
1403
|
|
|
Capital Income Builder
|
1012
|
|
1212
|
|
1312
|
|
1512
|
|
1412
|
|
|
Capital World Growth and Income Fund
|
1033
|
|
1233
|
|
1333
|
|
1533
|
|
1433
|
|
|
EuroPacific Growth Fund
|
1016
|
|
1216
|
|
1316
|
|
1516
|
|
1416
|
|
|
Fundamental Investors
|
1010
|
|
1210
|
|
1310
|
|
1510
|
|
1410
|
|
|
The Growth Fund of America
|
1005
|
|
1205
|
|
1305
|
|
1505
|
|
1405
|
|
|
The Income Fund of America
|
1006
|
|
1206
|
|
1306
|
|
1506
|
|
1406
|
|
|
International Growth and Income Fund
|
1034
|
|
1234
|
|
1334
|
|
1534
|
|
1434
|
|
|
The Investment Company of America
|
1004
|
|
1204
|
|
1304
|
|
1504
|
|
1404
|
|
|
The New Economy Fund
|
1014
|
|
1214
|
|
1314
|
|
1514
|
|
1414
|
|
|
New Perspective Fund
|
1007
|
|
1207
|
|
1307
|
|
1507
|
|
1407
|
|
|
New World Fund
|
1036
|
|
1236
|
|
1336
|
|
1536
|
|
1436
|
|
|
SMALLCAP World Fund
|
1035
|
|
1235
|
|
1335
|
|
1535
|
|
1435
|
|
|
Washington Mutual Investors Fund
|
1001
|
|
1201
|
|
1301
|
|
1501
|
|
1401
|
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Mortgage Fund
|
1042
|
|
1242
|
|
1342
|
|
1542
|
|
1442
|
|
|
American High-Income Trust
|
1021
|
|
1221
|
|
1321
|
|
1521
|
|
1421
|
|
|
The Bond Fund of America
|
1008
|
|
1208
|
|
1308
|
|
1508
|
|
1408
|
|
|
Capital World Bond Fund
|
1031
|
|
1231
|
|
1331
|
|
1531
|
|
1431
|
|
|
Intermediate Bond Fund of America
|
1023
|
|
1223
|
|
1323
|
|
1523
|
|
1423
|
|
|
Short-Term Bond Fund of America
|
1048
|
|
1248
|
|
1348
|
|
1548
|
|
1448
|
|
|
U.S. Government Securities Fund
|
1022
|
|
1222
|
|
1322
|
|
1522
|
|
1422
|
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
|
1059
|
|
1259
|
|
1359
|
|
1559
|
|
1459
|
|
|
|
Fund numbers
|
Fund
|
Class
R-1
|
|
Class
R-2
|
|
Class
R-3
|
|
Class
R-4
|
|
Class
R-5
|
|
Class
R-6
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
|
2102
|
|
2202
|
|
2302
|
|
2402
|
|
2502
|
|
2602
|
|
American Balanced Fund
|
2111
|
|
2211
|
|
2311
|
|
2411
|
|
2511
|
|
2611
|
|
American Funds Global Balanced Fund
|
2137
|
|
2237
|
|
2337
|
|
2437
|
|
2537
|
|
2637
|
|
American Mutual Fund
|
2103
|
|
2203
|
|
2303
|
|
2403
|
|
2503
|
|
2603
|
|
Capital Income Builder
|
2112
|
|
2212
|
|
2312
|
|
2412
|
|
2512
|
|
2612
|
|
Capital World Growth and Income Fund
|
2133
|
|
2233
|
|
2333
|
|
2433
|
|
2533
|
|
2633
|
|
EuroPacific Growth Fund
|
2116
|
|
2216
|
|
2316
|
|
2416
|
|
2516
|
|
2616
|
|
Fundamental Investors
|
2110
|
|
2210
|
|
2310
|
|
2410
|
|
2510
|
|
2610
|
|
The Growth Fund of America
|
2105
|
|
2205
|
|
2305
|
|
2405
|
|
2505
|
|
2605
|
|
The Income Fund of America
|
2106
|
|
2206
|
|
2306
|
|
2406
|
|
2506
|
|
2606
|
|
International Growth and Income Fund
|
2134
|
|
2234
|
|
2334
|
|
2434
|
|
2534
|
|
2634
|
|
The Investment Company of America
|
2104
|
|
2204
|
|
2304
|
|
2404
|
|
2504
|
|
2604
|
|
The New Economy Fund
|
2114
|
|
2214
|
|
2314
|
|
2414
|
|
2514
|
|
2614
|
|
New Perspective Fund
|
2107
|
|
2207
|
|
2307
|
|
2407
|
|
2507
|
|
2607
|
|
New World Fund
|
2136
|
|
2236
|
|
2336
|
|
2436
|
|
2536
|
|
2636
|
|
SMALLCAP World Fund
|
2135
|
|
2235
|
|
2335
|
|
2435
|
|
2535
|
|
2635
|
|
Washington Mutual Investors Fund
|
2101
|
|
2201
|
|
2301
|
|
2401
|
|
2501
|
|
2601
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Mortgage Fund
|
2142
|
|
2242
|
|
2342
|
|
2442
|
|
2542
|
|
2642
|
|
American High-Income Trust
|
2121
|
|
2221
|
|
2321
|
|
2421
|
|
2521
|
|
2621
|
|
The Bond Fund of America
|
2108
|
|
2208
|
|
2308
|
|
2408
|
|
2508
|
|
2608
|
|
Capital World Bond Fund
|
2131
|
|
2231
|
|
2331
|
|
2431
|
|
2531
|
|
2631
|
|
Intermediate Bond Fund of America
|
2123
|
|
2223
|
|
2323
|
|
2423
|
|
2523
|
|
2623
|
|
Short-Term Bond Fund of America
|
2148
|
|
2248
|
|
2348
|
|
2448
|
|
2548
|
|
2648
|
|
U.S. Government Securities Fund
|
2122
|
|
2222
|
|
2322
|
|
2422
|
|
2522
|
|
2622
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
|
2159
|
|
2259
|
|
2359
|
|
2459
|
|
2559
|
|
2659
|
|
|
Fund numbers
|
Fund
|
Class A
|
Class
R-1
|
|
Class
R-2
|
|
Class
R-3
|
|
Class
R-4
|
|
Class
R-5
|
|
Class
R-6
|
|
American Funds Target Date
Retirement Series
®
|
American Funds 2055 Target Date
Retirement Fund
®
|
082
|
2182
|
|
2282
|
|
2382
|
|
2482
|
|
2582
|
|
2682
|
|
American Funds 2050 Target Date
Retirement Fund
®
|
069
|
2169
|
|
2269
|
|
2369
|
|
2469
|
|
2569
|
|
2669
|
|
American Funds 2045 Target Date
Retirement Fund
®
|
068
|
2168
|
|
2268
|
|
2368
|
|
2468
|
|
2568
|
|
2668
|
|
American Funds 2040 Target Date
Retirement Fund
®
|
067
|
2167
|
|
2267
|
|
2367
|
|
2467
|
|
2567
|
|
2667
|
|
American Funds 2035 Target Date
Retirement Fund
®
|
066
|
2166
|
|
2266
|
|
2366
|
|
2466
|
|
2566
|
|
2666
|
|
American Funds 2030 Target Date
Retirement Fund
®
|
065
|
2165
|
|
2265
|
|
2365
|
|
2465
|
|
2565
|
|
2665
|
|
American Funds 2025 Target Date
Retirement Fund
®
|
064
|
2164
|
|
2264
|
|
2364
|
|
2464
|
|
2564
|
|
2664
|
|
American Funds 2020 Target Date
Retirement Fund
®
|
063
|
2163
|
|
2263
|
|
2363
|
|
2463
|
|
2563
|
|
2663
|
|
American Funds 2015 Target Date
Retirement Fund
®
|
062
|
2162
|
|
2262
|
|
2362
|
|
2462
|
|
2562
|
|
2662
|
|
American Funds 2010 Target Date
Retirement Fund
®
|
061
|
2161
|
|
2261
|
|
2361
|
|
2461
|
|
2561
|
|
2661
|
|
|
Fund numbers
|
Fund
|
Class
529-A
|
|
Class
529-B
|
|
Class
529-C
|
|
Class
529-E
|
|
Class
529-F-1
|
|
|
American Funds College Target Date Series
SM
|
|
|
|
|
|
|
|
|
|
|
|
American Funds College 2030 Fund
SM
|
1094
|
|
1294
|
|
1394
|
|
1594
|
|
1494
|
|
|
American Funds College 2027 Fund
SM
|
1093
|
|
1293
|
|
1393
|
|
1593
|
|
1493
|
|
|
American Funds College 2024 Fund
SM
|
1092
|
|
1292
|
|
1392
|
|
1592
|
|
1492
|
|
|
American Funds College 2021 Fund
SM
|
1091
|
|
1291
|
|
1391
|
|
1591
|
|
1491
|
|
|
American Funds College 2018 Fund
SM
|
1090
|
|
1290
|
|
1390
|
|
1590
|
|
1490
|
|
|
American Funds College 2015 Fund
SM
|
1089
|
|
1289
|
|
1389
|
|
1589
|
|
1489
|
|
|
American Funds College Enrollment Fund
SM
|
1088
|
|
1288
|
|
1388
|
|
1588
|
|
1488
|
|
|
|
Fund numbers
|
Fund
|
Class A
|
|
Class B
|
|
Class C
|
|
Class F-1
|
|
Class F-2
|
|
|
American Funds Portfolio Series
SM
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Global Growth Portfolio
SM
|
055
|
|
255
|
|
355
|
|
455
|
|
655
|
|
|
American Funds Growth Portfolio
SM
|
053
|
|
253
|
|
353
|
|
453
|
|
653
|
|
|
American Funds Growth and Income Portfolio
SM
|
051
|
|
251
|
|
351
|
|
451
|
|
651
|
|
|
American Funds Balanced Portfolio
SM
|
050
|
|
250
|
|
350
|
|
450
|
|
650
|
|
|
American Funds Income Portfolio
SM
|
047
|
|
247
|
|
347
|
|
447
|
|
647
|
|
|
American Funds Tax-Advantaged
Income Portfolio
SM
|
046
|
|
246
|
|
346
|
|
446
|
|
646
|
|
|
American Funds Preservation Portfolio
SM
|
045
|
|
245
|
|
345
|
|
445
|
|
645
|
|
|
American Funds Tax-Exempt
Preservation Portfolio
SM
|
044
|
|
244
|
|
344
|
|
444
|
|
644
|
|
|
|
Class
529-A
|
|
Class
529-B
|
|
Class
529-C
|
|
Class
529-E
|
|
Class
529-F-1
|
|
|
American Funds Global Growth Portfolio
|
1055
|
|
1255
|
|
1355
|
|
1555
|
|
1455
|
|
|
American Funds Growth Portfolio
|
1053
|
|
1253
|
|
1353
|
|
1553
|
|
1453
|
|
|
American Funds Growth and Income Portfolio
|
1051
|
|
1251
|
|
1351
|
|
1551
|
|
1451
|
|
|
American Funds Balanced Portfolio
|
1050
|
|
1250
|
|
1350
|
|
1550
|
|
1450
|
|
|
American Funds Income Portfolio
|
1047
|
|
1247
|
|
1347
|
|
1547
|
|
1447
|
|
|
American Funds Tax-Advantaged
Income Portfolio
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
American Funds Preservation Portfolio
|
1045
|
|
1245
|
|
1345
|
|
1545
|
|
1445
|
|
|
American Funds Tax-Exempt
Preservation Portfolio
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Class
R-1
|
|
Class
R-2
|
|
Class
R-3
|
|
Class
R-4
|
|
Class
R-5
|
|
Class
R-6
|
|
American Funds Global Growth Portfolio
|
2155
|
|
2255
|
|
2355
|
|
2455
|
|
2555
|
|
2655
|
|
American Funds Growth Portfolio
|
2153
|
|
2253
|
|
2353
|
|
2453
|
|
2553
|
|
2653
|
|
American Funds Growth and Income Portfolio
|
2151
|
|
2251
|
|
2351
|
|
2451
|
|
2551
|
|
2651
|
|
American Funds Balanced Portfolio
|
2150
|
|
2250
|
|
2350
|
|
2450
|
|
2550
|
|
2650
|
|
American Funds Income Portfolio
|
2147
|
|
2247
|
|
2347
|
|
2447
|
|
2547
|
|
2647
|
|
American Funds Tax-Advantaged
Income Portfolio
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
American Funds Preservation Portfolio
|
2145
|
|
2245
|
|
2345
|
|
2445
|
|
2545
|
|
2645
|
|
American Funds Tax-Exempt
Preservation Portfolio
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Appendix
The following descriptions of debt security ratings are based on information provided by Moody’s Investors Service, Standard & Poor’s Corporation and Fitch Ratings, Inc.
Description of bond ratings
Moody’s
Long-term rating definitions
Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
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.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
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.
Fitch Ratings, Inc.
Long-term credit ratings
AAA
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit 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 credit 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 credit 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 there is currently expectations of low credit risk. 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. This is the lowest investment grade category.
BB
Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B
Highly speculative.
·
|
For issuers and performing obligations, ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
|
·
|
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of ‘R1’ (outstanding).
|
CCC
·
|
For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
|
·
|
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality
|
|
may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of ‘R2’ (superior), or ‘R3’ (good) or ‘R4’ (average).
|
CC
·
|
For issuers and performing obligations, default of some kind appears probable.
|
·
|
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of ‘R4’ (average) or ‘R5’ (below average).
|
C
·
|
For issuers and performing obligations, default is imminent.
|
·
|
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of ‘R6’ (poor).
|
RD
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
·
|
failure to make payment of principal and/or interest under the contractual terms of the rated obligation;
|
·
|
the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or
|
·
|
the distressed exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid an imminent or inevitable default.
|
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 categories below ‘B’.
Description of commercial paper ratings
Moody’s
Commercial paper ratings (highest three ratings)
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
Standard & Poor’s
Commercial paper ratings (highest three ratings)
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds College Target Date Series
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 15, 2012
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American Funds College 2030 Fund
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American Funds College 2027 Fund
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American Funds College 2024 Fund
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American Funds College 2021 Fund
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American Funds College 2018 Fund
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American Funds College 2015 Fund
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American Funds College Enrollment Fund
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Assets:
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Cash
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$
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15,000
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$
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15,000
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$
|
15,000
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$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
10,000
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|
|
|
|
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|
|
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|
|
|
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|
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|
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|
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Total assets
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$
|
15,000
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$
|
15,000
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|
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$
|
15,000
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|
|
$
|
15,000
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|
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$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
10,000
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net assets:
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Class 529-A shares of beneficial interest issued
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and outstanding (no stated par value) -
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|
|
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|
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unlimited shares authorized
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|
$
|
15,000
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|
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$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
10,000
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net assets consist of:
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Paid-in-capital - Equivalent to $10.00 per share
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$
|
15,000
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|
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$
|
15,000
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|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total net assets
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$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
15,000
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|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
10,000
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|
|
|
|
|
|
|
|
|
|
|
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|
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|
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See Notes to financial statements
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Notes to statement of assets and liabilities
American Funds College Target Date Series (the “series”) was organized on April 12, 2012 as a Delaware statutory trust. The series consists of seven funds (the “funds”) – American Funds College 2030 Fund (“2030 Fund”), American Funds College 2027 Fund (“2027 Fund”), American Funds College 2024 Fund (“2024 Fund”), American Funds College 2021 Fund (“2021 Fund”), American Funds College 2018 Fund (“2018 Fund”), American Funds College 2015 Fund (“2015 Fund”) and American Funds College Enrollment Fund (“Enrollment Fund”). To date, the series has had no transactions other than those relating to organization matters and the sale of 1,500 shares of Class 529-A capital stock of each fund, except the Enrollment Fund, which had a sale of 1,000 shares, to Capital Research and Management Company (“CRMC”), the series’ investment adviser. The series’ fiscal year ends on October 31. The series will, upon declaration of effectiveness by the Securities and Exchange Commission (“SEC”), be registered under the Investment Company Act of 1940 (the “1940 Act”), as an open-end, diversified management investment company.
The assets of each fund in the series are segregated, with each fund accounted for separately. Each fund will attempt to achieve its investment objectives by investing in a mix of American Funds (the “underlying funds”) in different combinations and weightings. CRMC is the investment adviser to the underlying funds.
Each fund in the series is designated for investors who plan to enroll in, or close to, college during the year designated in the fund’s name. Depending on the proximity to its target date, each fund will seek to achieve the following objectives to varying degrees: growth, income, and preservation of capital. The Enrollment Fund is designated for investors who are currently enrolled, or plan to soon enroll, in college. The Enrollment Fund seeks to provide current income, consistent with preservation of capital.
Upon declaration of effectiveness by the SEC, each fund will offer five share classes, all of which are designated for saving for college.
The funds’ share classes are described below:
|
Initial sales charge
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Contingent deferred sales charge upon redemption
|
Conversion feature
|
Class 529-A
|
All funds except the Enrollment Fund
|
Up to 4.25%
|
None (except for 1% for certain redemptions within one year of purchase without an initial sales charge)
|
None
|
The Enrollment Fund
|
Up to 2.50%
|
Class 529-B*
|
None
|
Declines from 5% to 0% for redemptions within six years of purchase
|
Class 529-B converts to Class 529-A after eight years
|
Class 529-C
|
None
|
1% for redemptions within one year of purchase
|
Share class
|
Classes 529-E and 529-F-1
|
None
|
None
|
None
|
*
Class B shares of the funds are not available for purchase.
Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds.
Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.
2.
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Significant accounting policies
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The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.
3.
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Fees and transactions with related parties
|
The series has entered into an Investment Advisory and Service Agreement with CRMC, a Principal Underwriting Agreement with American Funds Distributors, Inc.® ("AFD"), and a Shareholder Services Agreement with American Funds Service Company ® ("AFS")
,
each of which will be effective June 18, 2012. CRMC is the parent company of AFD and AFS.
Investment advisory services –
The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. The fees are based on an annual rate of 0.10% of daily net assets. CRMC will voluntarily waive these fees. The waiver can only be modified or terminated with the approval of the series’ board of trustees. CRMC receives fees from the underlying American Funds for investment advisory services.
Distribution services –
The series has adopted plans of distribution for all share classes pursuant to rule 12b-1 under the 1940 Act. 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 shareholder accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.25% to 1.00% as noted below. 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 529-A
|
0.25%
|
0.50%
|
Class 529-B
|
1.00
|
1.00
|
Class 529-C
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1.00
|
1.00
|
Class 529-E
|
0.50
|
0.75
|
Class 529-F-1
|
0.25
|
0.50
|
Transfer agent services –
The series has a shareholder services agreement with AFS under which the fund compensates AFS for transfer agent services provided to each of the funds’ share classes. These services include recordkeeping, shareholder communications and transaction processing. AFS may use the fees it receives under the agreement to compensate third parties for performing transfer agent services.
Administrative services –
The series has an administrative services agreement with CRMC for providing administrative services to all of the funds’ share classes. These services include, but are not limited to, coordinating, monitoring, assisting and overseeing third parties that provide services to fund shareholders. CRMC receives administrative services fees of 0.05% of average daily net assets from the Class R-6 shares of the underlying funds for administrative services provided to the series.
529 plan services –
Each share class is subject to services fee to compensate the Commonwealth of Virginia for the maintenance of the 529 college savings plan.
The quarterly fee is based on a declining series of annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.
The Commonwealth of Virginia is not considered a related party.
Trustees’ deferred compensation –
The board of trustees has adopted a deferred compensation plan. 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 funds, are treated as if invested in shares of the American Funds. These amounts represent general, unsecured liabilities of the funds and vary according to the total return of the selected American Funds.
Affiliated officers and trustees –
Officers and certain trustees of the series are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or trustees will receive any compensation directly from the series.
4.
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Federal income taxation and distributions
|
It is each fund’s policy to comply in its initial year and thereafter with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and to distribute substantially all of each fund’s net taxable and tax-exempt income and net capital gains each year.
5.
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Organizational expenses
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CRMC has agreed to bear all organizational expenses for the series, including administration, legal, state registration, and printing fees.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Shareholders and Board of Trustees of the
American Funds College Target Date Series:
We have audited the accompanying statements of assets and liabilities of the American Funds College Target Date Series, comprising the American Funds College 2030 Fund, the American Funds College 2027 Fund, the American Funds College 2024 Fund, the American Funds College 2021 Fund, the American Funds College 2018 Fund, the American Funds College 2015 Fund, and the American Funds College Enrollment Fund (the “Series”) as of June 15, 2012. These statements of assets and liabilities are the responsibility of the Series’ management. Our responsibility is to express an opinion on these statements of assets and liabilities based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets and liabilities is free of material misstatement. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of assets and liabilities, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the statements of assets and liabilities referred to above present fairly, in all material respects, the financial position of each of the portfolios constituting the American Funds College Target Date Series as of June 15, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 18, 2012
American Funds College Target Date Series
Part C
Other Information
Item 28.
|
Exhibits for Registration Statement
(1940 Act No.
811-22692
and 1933 Act No. 333-180729
)
|
(a)
|
Articles of Incorporation
– Certificate of Trust and Agreement dated 4/12/12 and Declaration of Trust dated 4/12/12
|
(c)
|
Instruments Defining Rights of Security Holders
– None
|
(d)
|
Investment Advisory Contracts
– Investment Advisory and Service Agreement dated 6/18/12
|
(e)
|
Underwriting Contracts
– Principal Underwriting Agreement dated 6/18/12
|
(f)
|
Bonus or Profit Sharing Contracts
– Deferred Compensation Plan effective 12/10/10
|
(g)
|
Custodian Agreements
– Form of Global Custody Agreement dated 12/14/06
|
(h)
|
Other Material Contracts
– Shareholder Services Agreement dated 6/18/12; Administrative Services Agreement dated 6/18/12; and Form of Indemnification Agreement
|
(i)
|
Legal Opinion
– Legal Opinion
|
(j)
|
Other Opinions
– Consent of Independent Registered Public Accounting Firm
|
(k)
|
Omitted financial statements
– None
|
(l)
|
Initial capital agreements
– Initial capital agreement
|
(m)
|
Rule 12b-1 Plan
– Plans of Distribution dated 6/18/12
|
(n)
|
Rule 18f-3 Plan
– Multiple Class Plan dated 6/18/12
|
(p)
|
Code of Ethics
– Code of Ethics for The Capital Group Companies dated December 2011and Code of Ethics for Registrant dated December 2005
|
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 U.S. 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 Fundamental Investors, American Funds Global Balanced Fund, The American Funds Income Series, American Funds Money Market Fund, American Funds Mortgage Fund, American Funds Portfolio Series, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Target Date Retirement Series, American Funds Tax-Exempt Fund of New York, The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, American High-Income Trust, American Mutual Fund, The Bond Fund of America, Capital Emerging Markets Total Opportunities Fund, Capital Income Builder, Capital Private Client Services Funds, Capital World Bond Fund, Capital World Growth and Income Fund, Inc., Emerging Markets Growth Fund, Inc., EuroPacific Growth Fund, The Growth Fund of America, Inc., 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, Inc., 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
|
IRV
|
Laurie M. Allen
|
Director, Senior Vice President
|
None
|
LAO
|
Dianne L. Anderson
|
Vice President
|
None
|
LAO
|
William C. Anderson
|
Director, Senior Vice President & Director of Retirement Plan Business
|
None
|
LAO
|
Dion T. Angelopoulos
|
Assistant Vice President
|
None
|
LAO
|
T. Patrick Bardsley
|
Regional Vice President
|
None
|
LAO
|
Shakeel A. Barkat
|
Vice President
|
None
|
IRV
|
Carl R. Bauer
|
Vice President
|
None
|
LAO
|
Brett A. Beach
|
Assistant Vice President
|
None
|
LAO
|
Roger J. Bianco, Jr.
|
Regional Vice President
|
None
|
LAO
|
John A. Blanchard
|
Senior Vice President
|
None
|
LAO
|
Gerard M. Bockstie, Jr.
|
Vice President
|
None
|
LAO
|
Jonathan W. Botts
|
Vice President
|
None
|
LAO
|
Bill Brady
|
Director, Senior Vice President
|
None
|
LAO
|
Mick L. Brethower
|
Senior Vice President
|
None
|
LAO
|
C. Alan Brown
|
Vice President
|
None
|
LAO
|
Gary D. Bryce
|
Regional Vice President
|
None
|
LAO
|
Sheryl M. Burford
|
Assistant Vice President
|
None
|
LAO
|
Steven Calabria
|
Vice President
|
None
|
LAO
|
Thomas E. Callahan
|
Regional Vice President
|
None
|
LAO
|
Damian F. Carroll
|
Senior Vice President
|
None
|
LAO
|
James D. Carter
|
Vice President
|
None
|
LAO
|
Brian C. Casey
|
Senior Vice President
|
None
|
LAO
|
Christopher J. Cassin
|
Senior Vice President
|
None
|
LAO
|
Denise M. Cassin
|
Director, Senior Vice President and Director of Individual
Investor Business
|
None
|
LAO
|
Craig L. Castner
|
Regional Vice President
|
None
|
LAO
|
David D. Charlton
|
Director, Senior Vice President and Director of Marketing
|
None
|
LAO
|
Thomas M. Charon
|
Vice President
|
None
|
LAO
|
Paul A. Cieslik
|
Vice President
|
None
|
LAO
|
Kevin G. Clifford
|
Director, President and
Chief Executive Officer
|
None
|
LAO
|
Ruth M. Collier
|
Senior Vice President
|
None
|
LAO
|
Charles H. Cote
|
Vice President
|
None
|
SNO
|
Kathleen D. Cox
|
Vice President
|
None
|
LAO
|
Michael D. Cravotta
|
Assistant Vice President
|
None
|
LAO
|
Joseph G. Cronin
|
Vice President
|
None
|
LAO
|
D. Erick Crowdus
|
Regional Vice President
|
None
|
LAO
|
Brian M. Daniels
|
Vice President
|
None
|
LAO
|
William F. Daugherty
|
Senior Vice President
|
None
|
LAO
|
Peter J. Deavan
|
Vice President
|
None
|
LAO
|
Guy E. Decker
|
Vice President
|
None
|
LAO
|
Renee A. Degner
|
Regional Vice President
|
None
|
LAO
|
Daniel J. Delianedis
|
Senior Vice President
|
None
|
LAO
|
James W. DeLouise
|
Assistant Vice President
|
None
|
LAO
|
Bruce L. DePriester
|
Director,
Senior Vice President,
Treasurer and Controller
|
None
|
LAO
|
Kevin F. Dolan
|
Vice President
|
None
|
LAO
|
Hedy B. Donahue
|
Assistant Vice President
|
None
|
LAO
|
Michael J. Downer
|
Director
|
None
|
LAO
|
Ryan T. Doyle
|
Regional Vice President
|
None
|
LAO
|
Craig A. Duglin
|
Vice President
|
None
|
LAO
|
Bryan K. Dunham
|
Regional Vice President
|
None
|
LAO
|
Timothy L. Ellis
|
Senior Vice President
|
None
|
LAO
|
Lorna Fitzgerald
|
Vice President
|
None
|
LAO
|
William F. Flannery
|
Vice President
|
None
|
LAO
|
John R. Fodor
|
Director, Executive Vice President
|
None
|
LAO
|
Charles L. Freadhoff
|
Vice President
|
None
|
LAO
|
Daniel B. Frick
|
Senior Vice President
|
None
|
LAO
|
J. Christopher Gies
|
Senior Vice President
|
None
|
LAO
|
Earl C. Gottschalk
|
Vice President
|
None
|
LAO
|
Jeffrey J. Greiner
|
Senior Vice President
|
None
|
LAO
|
Eric M. Grey
|
Senior Vice President
|
None
|
LAO
|
Christopher M. Guarino
|
Senior Vice President
|
None
|
IRV
|
Steven Guida
|
Director, Senior Vice President
|
None
|
LAO
|
Derek S. Hansen
|
Vice President
|
None
|
LAO
|
Robert J. Hartig, Jr.
|
Senior Vice President
|
None
|
LAO
|
Craig W. Hartigan
|
Vice President
|
None
|
LAO
|
Alexander D. Hayes
|
Regional Vice President
|
None
|
LAO
|
Russell K. Holliday
|
Vice President
|
None
|
LAO
|
Heidi Horwitz-Marcus
|
Vice President
|
None
|
LAO
|
Kevin B. Hughes
|
Vice President
|
None
|
LAO
|
Jeffrey K. Hunkins
|
Regional Vice President
|
None
|
LAO
|
Marc Ialeggio
|
Vice President
|
None
|
HRO
|
Jill Jackson-Chavis
|
Vice President
|
None
|
IND
|
David K. Jacocks
|
Assistant Vice President
|
None
|
LAO
|
W. Chris Jenkins
|
Regional Vice President
|
None
|
LAO
|
Linda Johnson
|
Vice President
|
None
|
LAO
|
Marc J. Kaplan
|
Vice President
|
None
|
LAO
|
John P. Keating
|
Senior Vice President
|
None
|
LAO
|
Brian G. Kelly
|
Vice President
|
None
|
LAO
|
Ryan C. Kidwell
|
Regional Vice President
|
None
|
LAO
|
Mark Kistler
|
Vice President
|
None
|
NYO
|
Dorothy Klock
|
Senior Vice President
|
None
|
LAO
|
Stephen J. Knutson
|
Assistant Vice President
|
None
|
IRV
|
Elizabeth K. Koster
|
Vice President
|
None
|
LAO
|
Christopher F. Lanzafame
|
Vice President
|
None
|
IRV
|
Laura Lavery
|
Vice President
|
None
|
LAO
|
R. Andrew LeBlanc
|
Senior Vice President
|
None
|
LAO
|
Clay M. Leveritt
|
Regional Vice President
|
None
|
LAO
|
Susan B. Lewis
|
Assistant Vice President
|
None
|
LAO
|
T. Blake Liberty
|
Vice President
|
None
|
LAO
|
Lorin E. Liesy
|
Vice President
|
None
|
LAO
|
Louis K. Linquata
|
Senior Vice President
|
None
|
LAO
|
James M. Maher
|
Regional Vice President
|
None
|
LAO
|
Brendan T. Mahoney
|
Director, Senior Vice President
|
None
|
LAO
|
Nathan G. Mains
|
Regional Vice President
|
None
|
LAO
|
Paul R. Mayeda
|
Assistant Vice President
|
None
|
LAO
|
Eleanor P. Maynard
|
Vice President
|
None
|
LAO
|
Dana C. McCollum
|
Vice President
|
None
|
LAO
|
Joseph A. McCreesh, III
|
Vice President
|
None
|
LAO
|
Ross M. McDonald
|
Regional Vice President
|
None
|
LAO
|
Timothy W. McHale
|
Secretary
|
None
|
LAO
|
Will McKenna
|
Vice President
|
None
|
LAO
|
Scott M. Meade
|
Senior Vice President
|
None
|
LAO
|
Daniel P. Melehan
|
Regional Vice President
|
None
|
LAO
|
David A. Merrill
|
Assistant Vice President
|
None
|
LAO
|
William T. Mills
|
Vice President
|
None
|
LAO
|
Sean C. Minor
|
Regional Vice President
|
None
|
LAO
|
James R. Mitchell III
|
Regional Vice President
|
None
|
LAO
|
Charles L. Mitsakos
|
Vice President
|
None
|
LAO
|
Linda M. Molnar
|
Vice President
|
None
|
LAO
|
Monty L. Moncrief
|
Vice President
|
None
|
LAO
|
David H. Morrison
|
Vice President
|
None
|
LAO
|
Andrew J. Moscardini
|
Vice President
|
None
|
LAO
|
Brian D. Munson
|
Vice President
|
None
|
LAO
|
Jon Christian Nicolazzo
|
Regional Vice President
|
None
|
LAO
|
Earnest M. Niemi
|
Regional Vice President
|
None
|
LAO
|
Jack Nitowitz
|
Vice President
|
None
|
LAO
|
William E. Noe
|
Senior Vice President
|
None
|
LAO
|
Matthew P. O’Connor
|
Senior Vice President
|
None
|
LAO
|
Jonathan H. O’Flynn
|
Regional Vice President
|
None
|
LAO
|
Jeffrey A. Olson
|
Vice President
|
None
|
LAO
|
Thomas A. O’Neil
|
Vice President
|
None
|
LAO
|
Shawn M. O’Sullivan
|
Regional Vice President
|
None
|
LAO
|
Rodney Dean Parker II
|
Regional Vice President
|
None
|
LAO
|
W. Burke Patterson, Jr.
|
Vice President
|
None
|
LAO
|
Gary A. Peace
|
Senior Vice President
|
None
|
LAO
|
David K. Petzke
|
Senior Vice President
|
None
|
IRV
|
John H. Phelan, Jr.
|
Director
|
None
|
LAO
|
Keith A. Piken
|
Vice President
|
None
|
LAO
|
John Pinto
|
Vice President
|
None
|
LAO
|
Carl S. Platou
|
Senior Vice President
|
None
|
LAO
|
Charles R. Porcher
|
Regional Vice President
|
None
|
LAO
|
Julie K. Prather
|
Vice President
|
None
|
SNO
|
Richard P. Prior
|
Senior Vice President
|
None
|
LAO
|
Steven J. Quagrello
|
Vice President
|
None
|
LAO
|
Mike Quinn
|
Vice President
|
None
|
SNO
|
John P. Raney
|
Assistant Vice President
|
None
|
LAO
|
James P. Rayburn
|
Vice President
|
None
|
LAO
|
Rene M. Reincke
|
Vice President
|
None
|
LAO
|
Steven J. Reitman
|
Senior Vice President
|
None
|
LAO
|
Jeffrey Robinson
|
Vice President
|
None
|
LAO
|
Suzette M. Rothberg
|
Vice President
|
None
|
LAO
|
James F. Rothenberg
|
Non-Executive Chairman and Director
|
None
|
LAO
|
Romolo D. Rottura
|
Senior Vice President
|
None
|
LAO
|
William M. Ryan
|
Vice President
|
None
|
LAO
|
Dean B. Rydquist
|
Director, Senior Vice President and Chief Compliance Officer
|
None
|
LAO
|
Richard A. Sabec, Jr.
|
Vice President
|
None
|
LAO
|
Paul V. Santoro
|
Senior Vice President
|
None
|
LAO
|
Keith A. Saunders
|
Regional Vice President
|
None
|
LAO
|
Joseph D. Scarpitti
|
Senior Vice President
|
None
|
IRV
|
MaryAnn Scarsone
|
Assistant Vice President
|
None
|
LAO
|
Kim D. Schmidt
|
Assistant Vice President
|
None
|
LAO
|
David L. Schroeder
|
Vice President
|
None
|
LAO
|
James J. Sewell III
|
Regional Vice President
|
None
|
LAO
|
Arthur M. Sgroi
|
Senior Vice President
|
None
|
LAO
|
Steven D. Shackelford
|
Regional Vice President
|
None
|
LAO
|
Michael J. Sheldon
|
Vice President
|
None
|
LAO
|
Brad Short
|
Vice President
|
None
|
LAO
|
Nathan W. Simmons
|
Regional Vice President
|
None
|
LAO
|
Connie F. Sjursen
|
Vice President
|
None
|
LAO
|
Jerry L. Slater
|
Senior Vice President
|
None
|
LAO
|
Matthew Smith
|
Assistant Vice President
|
None
|
SNO
|
Stacy D. Smolka
|
Assistant Vice President
|
None
|
LAO
|
J. Eric Snively
|
Vice President
|
None
|
LAO
|
Therese L. Soullier
|
Vice President
|
None
|
LAO
|
Kristen J. Spazafumo
|
Vice President
|
None
|
LAO
|
Mark D. Steburg
|
Vice President
|
None
|
LAO
|
Michael P. Stern
|
Vice President
|
None
|
LAO
|
Craig R. Strauser
|
Senior Vice President
|
None
|
NYO
|
Andrew B. Suzman
|
Director
|
Senior Vice President
|
LAO
|
Libby J. Syth
|
Vice President
|
None
|
LAO
|
Drew W. Taylor
|
Senior Vice President
|
None
|
LAO
|
David R. Therrien
|
Assistant Vice President
|
None
|
LAO
|
Gary J. Thoma
|
Vice President
|
None
|
LAO
|
John B. Thomas
|
Regional Vice President
|
None
|
LAO
|
Cynthia M. Thompson
|
Senior Vice President
|
None
|
LAO
|
Mark R. Threlfall
|
Vice President
|
None
|
IND
|
James P. Toomey
|
Vice President
|
None
|
LAO
|
Luke N. Trammell
|
Regional Vice President
|
None
|
IND
|
Christopher E. Trede
|
Vice President
|
None
|
LAO
|
Scott W. Ursin-Smith
|
Senior Vice President
|
None
|
SNO
|
Cindy Vaquiax
|
Vice President
|
None
|
LAO
|
Srinkanth Vemuri
|
Regional Vice President
|
None
|
LAO
|
J. David Viale
|
Senior Vice President
|
None
|
DCO
|
Bradley J. Vogt
|
Director
|
Vice Chairman and Trustee
|
LAO
|
Sherrie S. Walling
|
Assistant Vice President
|
None
|
SNO
|
Chris L. Wammack
|
Assistant Vice President
|
None
|
LAO
|
Thomas E. Warren
|
Senior Vice President
|
None
|
LAO
|
Gregory J. Weimer
|
Senior Vice President
|
None
|
SFO
|
Gregory W. Wendt
|
Director
|
Executive Vice President
|
LAO
|
George J. Wenzel
|
Senior Vice President
|
None
|
LAO
|
Jason M. Weybrecht
|
Vice President
|
None
|
LAO
|
N. Dexter Williams, Jr.
|
Senior Vice President
|
None
|
LAO
|
Steven C. Wilson
|
Vice President
|
None
|
LAO
|
Timothy J. Wilson
|
Director, Senior Vice President and National Sales Manager
|
None
|
LAO
|
Kurt A. Wuestenberg
|
Senior Vice President
|
None
|
LAO
|
Jason P. Young
|
Director, Vice President
|
None
|
LAO
|
Jonathan A. Young
|
Vice President
|
None
|
__________
DCO
|
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
|
GVO-1
|
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
|
HRO
|
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
|
IND
|
Business Address, 12811 North Meridian Street, Carmel, IN 46032
|
IRV
|
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
|
LAO
|
Business Address, 333 South Hope Street, Los Angeles, CA 90071
|
LAO-W
|
Business Address, 11100 Santa Monica Blvd., 15
th
Floor, Los Angeles, CA 90025
|
NYO
|
Business Address, 630 Fifth Avenue, 36
th
Floor, New York, NY 10111
|
SFO
|
Business Address, One Market, Steuart Tower, Suite 2000, San Francisco, CA 94105
|
SNO
|
Business Address, 3500 Wiseman Boulevard, San Antonio, TX 78251
|
(c) None
Item 33. Location of Accounts and Records
Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071; 6455 Irvine Center Drive, Irvine, California 92618; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.
Registrant’s records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618;
12811 North Meridian Street, Carmel, Indiana 46032
;
14636 North Scottsdale Road, Scottsdale, Arizona 85254
; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.
Registrant's records covering portfolio transactions are maintained and kept by its custodian,
State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.
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 has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Los Angeles, and State of California, on the 28
th
day of June, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Bradley J. Vogt
(Bradley J. Vogt, Vice Chairman)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on June 28, 2012, by the following persons in the capacities indicated.
|
Signature
|
Title
|
(1)
|
Principal Executive Officer:
|
|
/s/ Walter R. Burkley
|
President
|
|
(Walter R. Burkley)
|
|
(2)
|
Principal Financial Officer and Principal Accounting Officer:
|
|
/s/ Gregory F. Niland
|
Treasurer
|
|
(Gregory F. Niland)
|
|
(3)
|
Trustees:
|
|
William H. Baribault*
|
Trustee
|
|
James G. Ellis*
|
Trustee
|
|
Leonard R. Fuller*
|
Trustee
|
|
W. Scott Hedrick*
|
Trustee
|
|
R. Clark Hooper*
|
Chairman of the Board (Independent and Non-Executive)
|
|
Merit E. Janow*
|
Trustee
|
|
Laurel B. Mitchell*
|
Trustee
|
|
Frank M. Sanchez*
|
Trustee
|
|
Margaret Spellings*
|
Trustee
|
|
Steadman Upham*
|
Trustee
|
|
/s/ Bradley J. Vogt
|
Vice Chairman
|
|
Bradley J. Vogt
|
|
|
*By:
/s/ Steven I. Koszalka
|
|
|
(Steven I. Koszalka, pursuant to a power of attorney filed herewith)
|
|
/s/ Walter R. Burkley
(Walter R. Burkley)
POWER OF ATTORNEY
I,
William H.
Baribault
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
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
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ William H. Baribault
William H. Baribault, Board member
POWER OF ATTORNEY
I,
James G.
Ellis
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
AMCAP Fund (File No. 002-26516, File No. 811-01435)
|
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
American Mutual Fund (File No. 002-10607, File No. 811-00572)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
The Investment Company of America (File No. 002-10811, File No. 811-00116)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Brian D. Bullard
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Ari M. Vinocor
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ James G. Ellis
James G. Ellis, Board member
POWER OF ATTORNEY
I,
Leonard R.
Fuller
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
AMCAP Fund (File No. 002-26516, File No. 811-01435)
|
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
American Mutual Fund (File No. 002-10607, File No. 811-00572)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
The Investment Company of America (File No. 002-10811, File No. 811-00116)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Brian D. Bullard
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Ari M. Vinocor
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ Leonard R. Fuller
Leonard R. Fuller, Board member
POWER OF ATTORNEY
I,
W. Scott
Hedrick
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
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
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ W. Scott Hedrick
W. Scott Hedrick, Board member
POWER OF ATTORNEY
I,
R. Clark
Hooper
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital Income Builder (File No. 033-12967, File No. 811-05085)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
|
-
|
Capital World Growth and Income Fund
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
The New Economy Fund (File No. 002-83848, File No. 811-03735)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Neal F. Wellons
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ R. Clark Hooper
R. Clark Hooper, Board member
POWER OF ATTORNEY
I,
Merit E.
Janow
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital Income Builder (File No. 033-12967, File No. 811-05085)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
|
-
|
Capital World Growth and Income Fund
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
The New Economy Fund (File No. 002-83848, File No. 811-03735)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Neal F. Wellons
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ Merit E. Janow
Merit E. Janow, Board member
POWER OF ATTORNEY
I,
Laurel B.
Mitchell
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
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
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ Laurel B. Mitchell
Laurel B. Mitchell, Board member
POWER OF ATTORNEY
I,
Frank M.
Sanchez
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
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
13
th
day of June, 2012.
(City, State)
/s/ Frank M. Sanchez
Frank M. Sanchez, 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)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
|
American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
|
-
|
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
|
-
|
American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
|
-
|
American High-Income Trust (File No. 033-17917, File No. 811-05364)
|
-
|
The Bond Fund of America (File No. 002-50700, File No. 811-02444)
|
-
|
Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
|
-
|
The Income Fund of America (File No. 002-33371, File No. 811-01880)
|
-
|
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
|
-
|
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
|
-
|
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
|
-
|
Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
|
-
|
The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
|
hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Jeffrey P. Regal
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
18
th
day of June, 2012.
(City, State)
/s/ Margaret Spellings
Margaret Spellings, Board member
POWER OF ATTORNEY
I,
Steadman
Upham
, the undersigned Board member of the following registered investment
companies (collectively, the “Funds”)
:
-
|
American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
|
-
|
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
|
-
|
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
|
-
|
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
|
-
|
American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
|
-
|
American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
|
-
|
American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
|
-
|
American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
|
-
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American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
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-
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The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
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-
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American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
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-
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American High-Income Trust (File No. 033-17917, File No. 811-05364)
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-
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The Bond Fund of America (File No. 002-50700, File No. 811-02444)
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-
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Capital Income Builder (File No. 033-12967, File No. 811-05085)
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-
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Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
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-
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Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
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-
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Capital World Growth and Income Fund
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-
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Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
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-
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Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
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-
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The New Economy Fund (File No. 002-83848, File No. 811-03735)
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-
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Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
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-
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The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
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hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint
Vincent P. Corti
Steven I. Koszalka
Patrick F. Quan
Courtney R. Taylor
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
|
Karl C. Grauman
M. Susan Gupton
Brian C. Janssen
Dori Laskin
Gregory F. Niland
Neal F. Wellons
|
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at
Washington, DC
, this
13
th
day of June, 2012.
(City, State)
/s/ Steadman Upham
Steadman Upham, Board member
CERTIFICATE OF TRUST
OF
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
This Certificate of Trust of American Funds College Target Date Series (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801
et seq.
) (the "Act").
1.
Name
. The name of the trust formed hereby is American Funds College Target Date Series.
2.
Registered Office; Registered Agent
. The business address of the Trust’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the Trust’s registered agent at such address is The Corporation Trust Company.
3.
Investment Company
. The Trust will be a registered investment company under the Investment Company Act of 1940, as amended.
4.
Series
. Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a "Series").
5.
Notice of Limitation of Liabilities of each Series
. Pursuant to Section 3804(a) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.
6.
Effective Date
. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
/s/ Walter R. Burkley
|
Walter R. Burkley, Trustee
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|
|
/s/ Steven I. Koszalka
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Steven I. Koszalka, Truste
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/s/ Paul F. Roye
|
Paul F. Roye, Trustee
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AMERICAN FUNDS COLLEGE TARGET DATE SERIES
AGREEMENT AND
DECLARATION OF TRUST
Dated: April 12, 2012
TABLE OF CONTENTS
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Page
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ARTICLE 1
NAME, PURPOSE AND DEFINITIONS
|
1
|
Section 1.1
Name
|
1
|
Section 1.2
Trust Purpose
|
1
|
Section 1.3
Definitions
|
2
|
ARTICLE 2
BENEFICIAL INTEREST
|
3
|
Section 2.1
Shares of Beneficial Interest
|
3
|
Section 2.2
Issuance of Shares
|
3
|
Section 2.3
Register of Shares and Share Certificates
|
4
|
Section 2.4
Transfer of Shares
|
4
|
Section 2.5
Treasury Shares
|
4
|
Section 2.6
Establishment of Series and Classes
|
5
|
Section 2.7
Investment in the Trust
|
5
|
Section 2.8
Assets and Liabilities Belonging to Series or Class
|
6
|
Section 2.9
No Preemptive Rights
|
7
|
Section 2.10
Conversion Rights
|
7
|
Section 2.11
Derivative Actions
|
8
|
Section 2.12
Fractions
|
8
|
Section 2.13
No Appraisal Rights
|
9
|
Section 2.14
Status of Shares
|
9
|
Section 2.15
Shareholders
|
9
|
ARTICLE 3
THE TRUSTEES
|
10
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Section 3.1
Election
|
10
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Section 3.2
Term of Office of Trustees; Resignation and Removal
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10
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Section 3.3
Vacancies and Appointment of Trustees
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11
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Section 3.4
Number of Trustees
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11
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Section 3.5
Effect of Death, Resignation, Etc. of a Trustee
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11
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Section 3.6
Ownership of Assets of the Trust
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11
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Section 3.7
Series Trustees
|
12
|
Section 3.8
No Accounting
|
12
|
ARTICLE 4
POWERS OF THE TRUSTEES
|
12
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Section 4.1
Powers
|
12
|
Section 4.2
Trustees and Officers as Shareholders
|
17
|
Section 4.3
Action by the Trustees and Committees
|
18
|
Section 4.4
Chairman of the Trustees
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19
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Section 4.5
Principal Transactions
|
19
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ARTICLE 5
INVESTMENT ADVISER, INVESTMENT SUB-ADVISER PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS
|
19
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Section 5.1
Certain Contracts
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19
|
ARTICLE 6
SHAREHOLDER VOTING POWERS AND MEETINGS
|
21
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Section 6.1
Voting
|
21
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Section 6.2
Notices
|
22
|
Section 6.3
Meetings of Shareholders
|
22
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Section 6.4
Record Date
|
23
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Section 6.5
Notice of Meetings
|
23
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Section 6.6
Proxies, Etc
|
24
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Section 6.7
Action by Written Consent
|
24
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Section 6.8
Delivery by Electronic Transmission or Otherwise
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24
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ARTICLE 7
DISTRIBUTIONS AND REDEMPTIONS
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24
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Section 7.1
Distributions
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24
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Section 7.2
Redemption by Shareholder
|
25
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Section 7.3
Redemption by Trust
|
26
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Section 7.4
Net Asset Value
|
27
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Section 7.5
Power to Modify Procedures
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27
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ARTICLE 8
COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES
|
28
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Section 8.1
Compensation
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28
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Section 8.2
Limitation of Liability
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28
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Section 8.3
Fiduciary Duty
|
28
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Section 8.4
Indemnification
|
30
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Section 8.5
Indemnification Determinations
|
31
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Section 8.6
Indemnification Not Exclusive
|
31
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Section 8.7
Reliance on Experts, Etc
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31
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Section 8.8
No Duty of Investigation; Notice in Trust Instrument
|
31
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Section 8.9
No Bond Required of Trustees
|
32
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Section 8.10
Insurance
|
32
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ARTICLE 9
MISCELLANEOUS
|
32
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Section 9.1
Trust Not a Partnership
|
32
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Section 9.2
Dissolution and Termination of Trust, Series or Class
|
32
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Section 9.3
Merger, Consolidation, Incorporation
|
33
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Section 9.4
Filing of Copies, References, Headings
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34
|
Section 9.5
Applicable Law
|
35
|
Section 9.6
Amendments
|
35
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Section 9.7
Fiscal Year
|
35
|
Section 9.8
Provisions in Conflict with Law
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36
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Section 9.9
Reliance by Third Parties
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36
|
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
AGREEMENT AND
DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST of American Funds College Target Date Series, a Delaware statutory trust, made as of April 12, 2012, by the undersigned Trustees.
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 “American Funds College Target Date Series” 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, 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:
Series
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Classes of Shares
|
|
|
American Funds College 2030 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
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American Funds College 2027 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
American Funds College 2024 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
American Funds College 2021 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
American Funds College 2018 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
American Funds College 2015 Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
American Funds College Enrollment Fund
|
Classes 529-A, 529-B, 529-C, 529-E, 529-F-1
|
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, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust, (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder); 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. For purposes of this Section 2.11, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.
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. Except as otherwise provided in this Trust Instrument, 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. The initial Trustees of the Trust shall be Walter R. Burkley, Steven I. Koszalka and Paul F. Roye.
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 original number of Trustees shall be three (3). 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 facsimilie 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.
(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 to this Section 9.6, (iii) on any amendment for which such vote is required by the 1940 Act and (iv) 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 Agreement and Declaration of Trust as of the 12th day of April, 2012.
/s/ Walter R. Burkley
Walter R. Burkley, Trustee
/s/ Steven I. Koszalka
Steven I. Koszalka, Trustee
/s/ Paul F. Roye
Paul F. Roye, Trustee
BY-LAWS
OF
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
(the “Trust”)
ARTICLE 1
INTRODUCTION; DEFINITIONS
Any terms defined in the Trust’s Agreement and Declaration of Trust (the “Declaration”), as amended from time to time, shall have the same meaning when used herein.
These By-Laws shall be subject to the Declaration. In the event of any inconsistency between the terms of these By-Laws and the terms of the Declaration, the terms of the Declaration shall control.
ARTICLE 2
OFFICES
Section 2.01
Registered Agent
. The Trust shall maintain a registered agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the office of the Secretary of State.
Section 2.02
Offices
. The Trust may have its principal office and other offices in such places within as well as without the State of Delaware as the Trustees may from time to time determine.
ARTICLE 3
SHAREHOLDERS
Section 3.01
Meetings
. Meetings of the Shareholders shall be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.
Section 3.02
Chairman and Secretary of Meetings of Shareholders
. The meetings of Shareholders shall be presided over by the Chairman. If the Chairman is not present, the meeting of Shareholders shall be presided over by the Vice Chairman, if any, or if he is not present, by the President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings. The Secretary, if present, shall act as a Secretary of such meetings, or if he is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act. If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his behalf shall act as Secretary of such meetings.
Section 3.03
Conduct of Meetings of Shareholders
. The Trustees shall be entitled to make such rules and regulations for the conduct of meetings of the Shareholders as they shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Trustees, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.
Section 3.04
Voting
. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration, as in effect as of such time. On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.
ARTICLE 4
TRUSTEES
Section 4.01
Meetings
. Meetings of the Trustees may be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.
Section 4.02
Committees
.
The Board of Trustees of the Trust (the “Board”) may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Trustees. The Board may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If the Chairman is
not an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)
, he shall be an ex officio member of each committee of which he is not otherwise a member (other than any committee made up of one Trustee). An ex officio member of a committee may take part in discussions of that committee’s business, but shall not be considered for the purposes of calculating attendance, determining a quorum, voting or authorizing any action by such committee. Any committee of the Board, to the extent provided in a resolution or by applicable law, shall have and may exercise the powers of the Board in the management of the business and affairs of the Trust, provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board and may operate pursuant to a written charter adopted by the Committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. Committee members (including ex officio members) shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation.
Section 4.03
Advisory Board
. The Board may create an Advisory Board of the Trust. The Board shall appoint the Advisory Board Members thereof, fix their compensation from time to time and determine the scope of the Advisory Board’s participation in the activities of the Trust.
Section 4.04
Trustees Emeritus
. The Board may appoint Trustees emeritus to act as advisors to the Board and may fix their compensation from time to time.
ARTICLE 5
OFFICERS
Section 5.01
Executive Officers
. The Board may appoint a Vice Chairman of the Board from among the Trustees, and shall appoint a President, a Principal Executive Officer, a Secretary and a Treasurer none of whom need be a Trustee. The Board may also appoint one or more Principal Investment Officers, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers and such other officers as the Board shall deem necessary or appropriate. None of the foregoing need be a Trustee. Any two or more of the above-mentioned offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law, by the Declaration, by these By-Laws or by resolution of the Board to be executed by any two or more officers. Each such officer shall hold office until such officer’s successor shall have been duly appointed, or until such officer shall have resigned or shall have been removed. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board. The foregoing officers shall be agents of the Trust for purposes of the Act.
Section 5.02
Vice Chairman of the Board
. The Vice Chairman of the Board, if one be appointed, shall, when present and in the absence of the Chairman of the Board, preside at all meetings of the Shareholders and the Board, and shall perform such other duties as may from time to time be assigned by the Board of Trustees or as may be required by law.
Section 5.03
President
. In the absence of the Chairman or Vice Chairman of the Board, the President shall preside at all meetings of the Shareholders and of the Board at which the President is present, and in general shall perform all duties incident to the office of a president of a corporation, and such other duties as, from time to time, may be assigned by the Board.
Section 5.04
Vice Presidents
. The Vice President or Vice Presidents, including any Executive Vice President(s) or Senior Vice President(s), at the request of the President or in the President’s absence or during the President’s inability or refusal to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform any such duties or exercise any of such functions, or if such determination is not made by the Board, the President may make such determination. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board, the Chairman, or the President.
Section 5.05
Secretary and Assistant Secretaries
. The Secretary shall: keep the minutes of the meetings of the Shareholders, of the Board and of any committees, in books provided for the purpose; see that all notices are duly given in accordance with the provisions of the Declaration, these By-Laws or as required by law; be custodian of the records of the Trust; and in general perform all duties incident to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board, the Chairman of the Board, or the President.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Secretary, upon the delegation by the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
Section 5.06
Treasurer and Assistant Treasurers
. The Treasurer shall: have charge of and be responsible for all funds, securities, receipts and disbursements of the Trust, and shall deposit, or cause to be deposited, in the name of the Trust, all moneys or other valuable effects of the Trust in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; render to the President, the Chairman of the Board and to the Board, whenever requested, an account of the financial condition of the Trust; and in general perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board, the President or the Chairman of the Board.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Treasurer, upon the delegation by the Treasurer, or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
Section 5.07
Subordinate Officers
. The Board may from time to time appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period and perform such duties as the Board, the President or the Chairman of the Board may prescribe and shall be an agent of the Trust for purposes of the Act. The Board may, from time to time, authorize any committee or officer to appoint and remove subordinate officers and prescribe the duties thereof.
Section 5.08
Removal
. Any officer or agent of the Trust may be removed, with or without cause, by the Board whenever, in its judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.
ARTICLE 6
CERTIFICATES
If the Board authorizes the issuance of certificates representing the Shares of beneficial interest of the Trust, such certificates shall be signed by the President, the Chairman of the Board or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The signatures may be either manual or facsimile signatures. No certificates shall be issued for fractional Shares. Such certificates shall be in such form, not inconsistent with law or with the Declaration, as shall be approved by the Board. In case any officer of the Trust who has signed any certificate ceases to be an officer of the Trust, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Trust as if the officer had not ceased to be such officer as of the date of its issue.
If the Board authorizes the issuance of certificates, the Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be made against the Trust with respect to the certificate alleged to have been lost, stolen or destroyed.
ARTICLE 7
CUSTODY OF SECURITIES
All securities and cash of the Trust shall be held by a custodian meeting the requirements of Section 17 of the 1940 Act. The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees. The Trust shall, upon the resignation or inability to serve of the custodian, use its best efforts to obtain a successor custodian; require that the cash and securities owned by the Trust be delivered directly to the successor custodian; and if no successor custodian can be found, the Trust shall function without a custodian and require that the cash and securities owned by the Trust be delivered directly to the Trust.
The Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the U.S. Securities and Exchange Commission, or otherwise in accordance with applicable law, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. The Trustees may direct the custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.
ARTICLE 8
GENERAL PROVISIONS
Section 8.01
Checks
. All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
Section 8.02
Representation of Shares
. Any officer of the Trust or such other person or persons as the Board may from time to time designate is authorized to vote, represent and exercise on behalf of the Trust any and all rights incident to any Shares or other securities of any corporation or other business enterprise owned by the Trust.
Section 8.03
Seal
. The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.
Section 8.04
Inspection of Books
. Pursuant to Section 3819 of the Act, the Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust, or any of them, shall be open to the inspection of the Shareholders; and no Shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees.
Section 8.05
Execution of Contracts and Instruments
. The Trustees, except as otherwise provided in these By-Laws or the Declaration, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in name and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Trust by contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 8.06
Severability
. The provisions of these By-Laws 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 these By-Laws (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 these By-Laws or render invalid or improper any action taken or omitted prior to such determination. If any provision of these By-Laws 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 these By-Laws in any jurisdiction.
Section 8.07
Headings
. Headings are placed herein for convenience of reference only and in case of any conflict, the text of these By-Laws rather than the headings shall control.
ARTICLE 9
AMENDMENTS
These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted by a majority of the Trustees, without the consent of any Shareholder of the Trust.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS INVESTMENT ADVISORY AND SERVICE AGREEMENT, dated and effective as of the 18th day of June, 2012, is made and entered into by and between AMERICAN FUNDS COLLEGE TARGET DATE SERIES (the “Trust”), a Delaware statutory trust, and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).
W I T N E S S E T H
The Trust is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
consisting of a series of funds set forth on Exhibit A (each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future
. The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Trust and to other investment companies.
NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:
1. The Trust hereby employs the Investment Adviser to provide investment advisory and administrative services to the Trust. The Investment Adviser hereby accepts such employment and agrees to render the services to the extent herein set forth, for the compensation herein provided. The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Trust or the Funds.
2. (a) The Investment Adviser will provide general management services to the Funds of the Trust, including setting the
Funds’ overall investment strategies and managing each Funds’ assets, including making determinations with respect to (i) the investment of the Fund’s assets, (ii) the purchase and sale of portfolio securities and (iii) taking any steps that may be necessary to implement an investment decision
, giving due consideration to the policies of the Trust as expressed in the Trust’s agreement and declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Funds’ status as regulated investment companies under the Internal Revenue Code of 1986, as amended.
(b) The Investment Adviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies, Inc. and registered as investment advisers under the Investment Advisers Act of 1940 (each a “Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”). Any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities must be approved by the Trust’s Board of Trustees, including a majority of the Trustees who are not parties to this Agreement nor interested persons of any such party (“Independent Trustees”).
(c) The Investment Adviser will, subject to review and approval of the Board of Trustees of the Trust: (i) evaluate, select and recommend Subsidiaries to manage all or a part of the Funds’ assets; (ii) when appropriate, allocate and reallocate the Funds’ assets among multiple Subsidiaries; (iii) monitor and evaluate the performance of Subsidiaries; and (iv) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Funds’ investment objective, policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.
(d) Any Subsidiary Agreement may provide that the Subsidiary, subject to the control and supervision of the Trust’s Board of Trustees and the Investment Adviser, shall have full investment discretion for the Funds and shall make all determinations with respect to (i) the investment of the Funds’ assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with those assets, and (iii) any steps that may be necessary to implement an investment decision. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission (“SEC”), or similar relief. The Investment Adviser will periodically evaluate the continued advisability of retaining any Subsidiary and will make recommendations to the Trust’s Board of Trustees as needed.
(e) The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Trust and each Fund, including the daily determination of net asset value per share. The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Trust and each Fund. The Investment Adviser shall also, at its expense, provide the Trust and each Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Trust and each Fund.
(f)
The Investment Adviser shall maintain all books and records with respect to the Trusts’ investment management activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any other applicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Funds, and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Funds upon request.
(g) The Investment Adviser shall prepare and submit to the Funds all data on the performance of its duties as investment adviser for required filings with governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Funds.
(h) The Investment Adviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Trust.
3. Each of the Trust and the Funds shall pay all its expenses not assumed by the Investment Adviser as provided herein. Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Trust, its qualification to do business in the State of California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of each Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Trust or the Funds.
4. (a) The Funds shall pay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by the Investment Adviser during the preceding month a fee calculated at the annual rate of:
0.100% of the Trust’s net assets.
(b) Such fee shall be accrued daily and the daily rate shall be computed based on the actual number of days per year. For the purposes hereof, the net assets of the Funds shall be determined in the manner set forth in the agreement and declaration of trust and registration statement of the Trust. The advisory fee shall be payable for the period commencing on the date on which operations of the Funds begin and ending on the date of termination hereof and shall be prorated for any fraction of a month at the beginning or the termination of such period.
5. This Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Trust or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Funds, on sixty (60) days’ written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Trust. Unless sooner terminated in accordance with this provision, this Agreement shall continue until December 31, 2013. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trustees of the Trust, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Funds. In either event, any such renewal must be approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval. The effective and termination dates of this Agreement with respect to the Funds are set forth on Exhibit A.
6. This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.
7. Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.
8. The Investment Adviser shall not be liable to the Trust, the Funds or the Funds’ shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.
9. The obligations of the Trust and the Funds under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Trust and the Funds individually, but bind only the Trust’s and each Fund’s estate. The Investment Adviser agrees to look solely to the assets of the Trust and each Fund for the satisfaction of any liability in respect of the Trust and the Funds under this Agreement and will not seek recourse against such Trustees, officers, employees, agents or shareholders, or any of them, or any of their personal assets for such satisfaction.
10. The Trust acknowledges and agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Trust shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreement the Trust shall forthwith cease to use such names (or derivatives or logos).
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
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AMERICAN FUNDS COLLEGE
TARGET DATE SERIES
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By
/s/ Timothy D. Armour
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By
/s/ Walter R. Burkley
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Timothy D. Armour
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Walter R. Burkley
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President
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President and
Principal Executive Officer
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By
/s/ Paul G. Haaga, Jr.
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By
/s/ Steven I. Koszalka
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Paul G. Haaga, Jr.
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Steven I. Koszalka
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Chairman
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Secretary
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EXHIBIT A
to the
Investment Advisory and Service Agreement
Fund
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Effective Date
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Termination Date
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American Funds College 2030 Fund
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June 18, 2012
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December 31, 2013
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American Funds College 2027 Fund
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June 18, 2012
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December 31, 2013
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American Funds College 2024 Fund
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June 18, 2012
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December 31, 2013
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American Funds College 2021 Fund
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June 18, 2012
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December 31, 2013
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American Funds College 2018 Fund
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June 18, 2012
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December 31, 2013
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American Funds College 2015 Fund
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June 18, 2012
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December 31, 2013
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American Funds College Enrollment Fund
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June 18, 2012
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December 31, 2013
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AMERICAN FUNDS COLLEGE TARGET DATE SERIES
PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, is between AMERICAN FUNDS COLLEGE TARGET DATE SERIES, a Delaware statutory trust (the “Trust”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company consisting of a series of funds set forth on Schedule A (each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund in the Trust offers shares of beneficial interest, designated as Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares, as set forth on Schedule A, and it is a part of the business of the Trust, and affirmatively in the interest of the Trust, to offer shares of the Funds either from time to time or continuously as determined by the Trust’s officers subject to authorization by its Board of Trustees;
WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and
WHEREAS, the Trust and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Funds and of all additional Funds or classes of each 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 Funds and of each additional Fund or class of shares 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 beneficial interest of each Fund and each additional Fund or class of each Fund which may be established in the future and become covered by this Agreement in accordance with Section 25 of this Agreement.
(b) The Trust may, upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of shares of the Funds with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Trust 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 of the Funds 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 each Fund, the Distributor shall act as agent of each 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 Trust shall sell Fund shares only through the Distributor, except that the Trust 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 Trust or the Funds 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 each 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 Trust’s current Registration Statement in effect under the Securities Act of 1933, as amended, for each additional Fund issued by the Trust at the time of such offer or sale.
4. The Distributor shall devote its best efforts to the sale of shares of each 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 each Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Trust 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 Funds. 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 Trust’s Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Trust, sell or offer for sale any shares of a Fund 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 set forth in and subject to the provisions of the Prospectus.
8. All orders for shares received by the Distributor shall, unless rejected by the Distributor, the Trust or a 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 Trust or a Fund to withhold shares from sale under Section 20 hereof.
9. The Trust 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 Trust 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 529-A shares of each Fund, 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, and (ii) amounts payable to the Distributor pursuant to the Trust’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees of the Trust.
12. The Distributor, as principal underwriter under this agreement for Class 529-B shares of each Fund shall receive (i) distribution fees as compensation for the sale of Class 529-B shares and CDSCs, as set forth in the Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-B shares pursuant to the Trust’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class 529-B Plan").
(a) In accordance with the Class 529-B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Trust shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10
th
business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-B shares of each Fund outstanding on such day. The Trust agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.
(b) For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule 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 D) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.
(d) The provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 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 529-C shares of each Fund shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the 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 Trust’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the "Class 529-C Plan").
(a) In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Trust 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 each Fund outstanding on such day. The Trust 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 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 C.
(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule E) 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 13 by reference with the same force and effect as if set forth herein in their entirety.
14. The Distributor, as principal underwriter under this agreement for Class 529-E shares of each Fund 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 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 Trust’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the "Class 529-E Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Trust.
15. The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares of each Fund, 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 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 Trust’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the "Class 529-F-1 Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Trust.
16. The Trust agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.
17. The Trust 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 the 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 Trust or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Trust 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.
18. The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Trust’s officers to meet the requirements of applicable laws shall be divided between the Trust, the Distributor and any other principal underwriter of the shares of each Fund as follows:
(a) the Trust shall pay the typesetting and make-ready charges;
(b) the printing charges shall be prorated between the Trust, 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.
19. The Trust agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each Fund or class it offers for sale under the securities laws of such states as the Distributor and the Trust may approve. Any such qualification for any Fund or class may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Funds, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Trust or its counsel in connection with such qualifications.
20. The Trust or the Funds may withhold shares of any Fund or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Trust determines that such offer or sale is not in the best interest of the Trust or the Funds. The Trust 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 Fund or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.
21. (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Trust or any Fund on sixty (60) days’ written notice by the Distributor to the Trust.
(b) This Agreement may be terminated as to the Trust or any Fund 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 Trust or such Fund or class.
(c) This Agreement may be terminated as to the Trust or any Fund or class by the Trust upon five (5) days’ written notice to the Distributor provided either of the following events has occurred:
(i) FINRA has expelled the Distributor or suspended its membership in that organization; or
(ii) the qualification, registration, license or right of the Distributor to sell shares of any 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 a Fund during the most recent 12-month period exceeded 10% of all shares of such Fund sold by the Distributor during such period.
(d) This Agreement may be terminated as to the Trust or any Fund or class at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust or such Fund or class.
22. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to each Fund's Class 529-B shares, has been approved in accordance with Section 25 in anticipation of the Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a "Purchase and Sale Agreement" in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.
23. No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Trust, the Funds or holders of each Fund’s 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.
24. This Agreement shall become effective on June 18, 2012. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until December 31, 2012, and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Trust or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of each Fund in the Trust. The effective and termination dates of this Agreement with respect to the Funds are set forth on Schedule A.
25. If the Trust shall at any time issue an additional series of funds or classes of shares, this Agreement shall take effect with respect to such series or class of the Trust which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 24. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 15, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.
26. 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 Fund or class.
27. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS DISTRIBUTORS, INC.
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AMERICAN FUNDS COLLEGE
TARGET DATE SERIES
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By:
/s/ Kevin G. Clifford
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By
/s/ Walter R. Burkley
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Kevin G. Clifford
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Walter R. Burkley
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President
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President and Principal Executive Officer
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By
/s/ Timothy W. McHale
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By
/s/ Steven I. Koszalka
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Timothy W. McHale
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Steven I. Koszalka
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Secretary
|
Secretary
|
SCHEDULE A
to the
Principal Underwriting Agreement
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
SCHEDULE B
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class 529-B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares of each Fund shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-B SHARES
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
(c)
A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of
Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A = The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of
such calendar month
B =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B =
|
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
SCHEDULE C
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class 529-C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares of each Fund 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.
"
Omnibus Share
" means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account ("
Omnibus Selling
Agents"
). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-C SHARES
Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees
reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B =
|
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
DEFERRED COMPENSATION PLAN
(Amended and restated, effective as of December 10, 2010)
TABLE OF CONTENTS
|
Paragraph Title
|
Page No
|
1. Definitions
|
1
|
2. Introduction
|
4
|
3. Plan Oversight; Administration and Amendment
|
4
|
3.1.
Plan Oversight and Operation
|
4
|
3.2.
Plan Interpretation and Administration
|
4
|
3.3.
Plan Amendment
|
5
|
3.4.
Plan Termination
|
5
|
4. Election to Defer Payments
|
5
|
4.1.
Election to Defer
|
5
|
4.2.
Current Independent Board Members
|
5
|
4.2.a.
Newly Elected or Appointed Independent Board Members
|
5
|
4.3.
Modification or Revocation of Election to Defer
|
5
|
5. Beneficiary Designation
|
6
|
6. Deferred Payment Account
|
6
|
6.1.
Crediting Amounts
|
6
|
6.2.
Change of Investment Designation
|
6
|
6.3.
Exchange Requests
|
6
|
6.4.
Plan Participants Serving on Money Market Fund Boards
|
7
|
6.5.
Plan Participant Electing Installment Payout Option under Section 7.4.a
|
7
|
7. Timing and Manner of Payments
|
7
|
7.1.
Timing of Payments
|
7
|
7.2.
Manner of Payment – Lump Sum
|
7
|
7.3.
Alternative Payment Methods
|
7
|
7.4.
Death of Plan Participant
|
8
|
7.4.a
Optional Payment Method upon Death for Post-2004 Deferrals
|
8
|
7.5.
Disability of Plan Participant
|
8
|
7.6.
Unforeseeable Emergency
|
8
|
7.7.
Modification or Revocation for Post-2004 Deferrals
|
8
|
7.7.a.
Special Transition Rule
|
8
|
7.8.
Modification or Revocation for Pre-2005 Deferrals
|
9
|
8. Miscellaneous
|
9
|
Signature Pages
|
|
Exhibits A through D
|
|
|
|
1.1.
Administrator
. An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.
1.2.
Beneficiary(ies)
. The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designate a
Primary Beneficiary(ies)
to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participant may also name a
Contingent Beneficiary(ies)
to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).
1.3.
Board(s)
. The Board of Directors of a Fund(s).
1.4.
Committee
. A group of Independent Board Members responsible for oversight and operation of the Plan. The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund. Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee. Thereafter, the Committee shall determine its membership by majority vote.
1.5.
CRMC
. Capital Research and Management Company.
1.6.
Date of Crediting
.
(i)
|
With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
|
(ii)
|
With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
|
(iii)
|
If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.
|
1.7.
Deferred Payment Account(s)
. An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant. Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan. A Deferred Payment Account will be divided into two separate Deferred Payment Accounts. One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“
pre-2005 deferrals”)
. The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“
post-2004 deferrals
”).
1.8.
Disabled or Disability
. A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months
.
1.9.
Exhibit A (“List of Participating Funds”)
. List of mutual funds managed by CRMC that have adopted the Plan.
1.10.
Exhibit B (“Deferral Election Form”)
. A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution. This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies. Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.
1.11.
Exhibit C (“Beneficiary Designation Form”)
. A form indicating the beneficiary designations of a Plan Participant.
1.12.
Exhibit D (“Rate of Return Election Form”)
. A form indicating the percentages of deferrals allocated to each Fund.
1.13.
Fixed Dollar Installment Method
. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on Exhibit B. A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.
1.14.
Fund(s)
. A mutual fund advised by CRMC, collectively the “Funds.”
1.15.
Independent Board Member(s)
. Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any mutual fund managed by CRMC under the Investment Company Act of 1940 and listed in Exhibit A.
1.16
Money Market Fund
.
A mutual fund managed by CRMC that invests solely in money market instruments and seeks to maintain a constant net asset value.
1.17.
Permissible Payment Event
. A Permissible Payment Event is any one of the following:
(i)
|
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan
and is at least twenty-four months past the date of the first deferral election made by the Plan Participant;
or
|
(ii)
|
The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
|
(iii)
|
The date the Plan Participant dies; or
|
(iv)
|
The date the Administrator receives notification that the Plan Participant is Disabled; or
|
(v)
|
The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
|
(vi)
|
For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.
|
1.18.
Phantom Shares
. Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.
1.19.
Plan or Deferred Compensation Plan
. The deferred compensation plan adopted by the Funds listed in Exhibit A.
1.20.
Plan Participant(s)
. An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.
1.21.
Unforeseeable Emergency
. The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies). The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).
1.22.
Variable Dollar Installment Method
. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment. A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the
Deferred Payment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.
With effect on January 1, 2005, each mutual fund managed by CRMC and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.
|
3.
PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT
|
3.1.
Plan Oversight and Operation
. The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes. The Committee may utilize the services of the Administrator to conduct routine Plan administration.
3.2.
Plan Interpretation and Administration
. The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.
3.3.
Plan Amendment
. The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment. Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.
3.4.
Plan Termination
. The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.
|
4.
ELECTION TO DEFER PAYMENTS
|
4.1.
Election to Defer
. Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein.
An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator. An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.
4.2.
Current Independent Board Members
. A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shall become effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shall apply to all amounts payable to the Plan Participant under the Plan.
4.2.a.
Newly Elected or Appointed Independent Board Members
. Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portion of (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year. Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.
4.3.
Modification or Revocation of an Election to Defer
. A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.
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5.
BENEFICIARY DESIGNATION
|
Each Plan Participant shall designate in Exhibit C the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Exhibit C with the Administrator.
At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary. If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.
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6.
DEFERRED PAYMENT ACCOUNT
|
6.1.
Crediting Amounts
. A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing
Exhibit D with the Administrator. Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.
The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class A share of such Fund(s) as of the Date of Crediting.
6.2.
Change of Investment Designation
. A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator. If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.
6.3.
Exchange Requests
. By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective after receipt of such request by the Administrator. If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day. An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant. For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.
6.4.
Plan Participants Serving on Money Market Fund Boards
. Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings. In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.
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. 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.
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7.
TIMING AND MANNER OF PAYMENTS
|
7.1.
Timing of Payments
. Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.
7.2.
Manner of Payment – Lump Sum
. Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.
The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.
7.3.
Alternative Payment Methods
. A Plan Participant entitled to payment for reasons
other than
death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.
The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years. Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.
In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.
The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.
7.4.
Death of Plan Participant
. If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).
7.4.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.
8.1.
Purchase of Underlying Shares
. To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class A shares of such other Fund in amounts equal in value to such Phantom Shares.
8.2.
Unsecured Promise to Pay
. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way. No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.
8.3.
Withholding Taxes.
The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.
8.4.
Statements
. The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.
8.5.
Assignment
. No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.
8.6.
Governing Law; Severability
. The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California. The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved. In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
AMCAP Fund:
Claudia P. Huntington, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
American Balanced Fund:
Robert G. O’Donnell, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
American Funds Fundamental Investors:
Paul G. Haaga, Jr., Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
American Funds Insurance Series:
Michael J. Downer, Executive Vice President & Principal Executive Officer
Steven I. Koszalka, Secretary
American High-Income Municipal Bond Fund:
Karl J. Zeile, President & Principal Executive Officer
Courtney R. Taylor, Secretary
|
American Funds Money Market Fund:
Kristine M. Nishiyama, President & Principal Executive Officer
Courtney R. Taylor, Secretary
American Funds Mortgage Fund:
John H. Smet, President & Principal Executive Officer
Courtney R. Taylor, Secretary
American Funds Short-Term Tax-Exempt Bond Fund
Brenda S. Ellerin, President & Principal Executive Officer
Courtney R. Taylor, Secretary
American Funds Target Date Retirement Series, Inc.:
Michael J. Downer, President & Principal Executive Officer
Steven I. Koszalka, Secretary
American Funds Tax-Exempt Fund of New York:
Karl J. Zeile, President & Principal Executive Officer
Courtney R. Taylor, Secretary
|
American High-Income Trust:
David C. Barclay, President & Principal Executive Officer
Courtney R. Taylor, Secretary
American Mutual Fund, Inc.:
James K. Dunton, Vice Chairman & Principal Executive Officer
Vince P. Corti, Secretary
The Bond Fund of America, Inc.:
John H. Smet, President & Principal Executive Officer
Courtney R. Taylor, Secretary
Capital Income Builder:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
International Growth and Income Fund:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
|
The Investment Company of America:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
Capital World Bond Fund:
Mark H. Dalzell, President & Principal Executive Officer
Courtney R. Taylor, Secretary
Capital World Growth and Income Fund, Inc.:
Gina H. Despres, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
EuroPacific Growth Fund:
Gina H. Despres, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
The Growth Fund of America, Inc.:
Paul G. Haaga, Jr., Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
|
The Income Fund of America:
Hilda L. Applbaum, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
Intermediate Bond Fund of America:
John H. Smet, President & Principal Executive Officer
Courtney R. Taylor, Secretary
Limited Term Tax-Exempt Bond Fund of America:
Brenda S. Ellerin, President & Principal Executive Officer
Courtney R. Taylor, Secretary
The New Economy Fund:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Vincent P. Corti, Secretary
New Perspective Fund, Inc.:
Gina H. Despres, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
New World Fund, Inc.:
Gina H. Despres, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
|
Short-Term Bond Fund of America
David A. Hoag, President & Principal Executive Officer
Courtney R. Taylor, Secretary
SMALLCAP World Fund, Inc.:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
The Tax-Exempt Bond Fund of America:
Neil L. Langberg, President & Principal Executive Officer
Courtney R. Taylor, Secretary
The Tax-Exempt Fund of California:
Neil L. Langberg, President & Principal Executive Officer
Courtney R. Taylor, Secretary
U.S. Government Securities Fund:
John H. Smet, President & Principal Executive Officer
Courtney R. Taylor, Secretary
|
A
EXHIBIT A
LIST OF PARTICIPATING FUNDS
|
ABBREVIATION
|
|
AMCAP Fund
|
AMCAP
|
American Balanced Fund
|
AMBAL
|
American Funds Fundamental Investors
|
FI
|
American Funds Insurance Series
|
AFIS
|
American Funds Money Market Fund
|
MMF
|
American Funds Mortgage Fund
|
AFMF
|
American Funds Short-Term Tax-Exempt Bond Fund
|
STEX
|
American Funds Target Date Retirement Series
|
AFTD
|
American Funds Tax-Exempt Fund of New York
|
TEFNY
|
American High-Income Municipal Bond Fund
|
AHIM
|
American High-Income Trust
|
AHIT
|
American Mutual Fund, Inc.
|
AMF
|
The Bond Fund of America, Inc.
|
BFA
|
Capital Income Builder
|
CIB
|
Capital World Bond Fund
|
WBF
|
Capital World Growth and Income Fund, Inc.
|
WGI
|
EuroPacific Growth Fund
|
EUPAC
|
The Growth Fund of America, Inc.
|
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, Inc.
|
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
|
B
EXHIBIT B
Deferral Election Form
I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds: ______________________________________] deferred as follows:
I elect to defer the following portion of my compensation from the funds managed by CRMC and designated above:
1
|
·
Annual retainer as an Independent Board Member:
%
·
Board and Committee meeting fees as an Independent Board Member:
%
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan. Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
|
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
|
q
The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or
q
The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four months past the date of the first deferral election made by me (cannot be an “event”):
|
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
|
q
In a single lump sum payment
;
OR
q
In annual
q
In quarterly
variable dollar installment payments over a period of
q
5 years
q
10 years
q
15 years
q
years (not to exceed 30);
OR
q
In annual
q
In quarterly
fixed dollar payments of
$
each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.
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
1
If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
C
EXHIBIT C
Beneficiary Designation Form
I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC.
Primary Beneficiary(ies):
|
1.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
|
Contingent Beneficiary(ies):
|
1.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
|
I understand that payment will be made to my Contingent Beneficiary(ies) only if there is
no
surviving Primary Beneficiary(ies).
Participant’s Name (please print) Date
Participant’s Signature
D
Rate of Return Election Form
I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds: ________________________________________________________________] invested as follows:
With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
|
FUNDS
|
% ALLOCATION
|
AMCAP Fund
|
%
|
American Balanced Fund
|
%
|
American Funds Fundamental Investors
|
%
|
American Funds Money Market Fund*
|
%
|
American Funds Mortgage Fund
|
%
|
American Funds Short-Term Tax-Exempt Bond Fund
|
%
|
American Funds Tax-Exempt Fund of New York
|
%
|
American High-Income Trust
|
%
|
American Mutual Fund, Inc.
|
%
|
The Bond Fund of America, Inc.
|
%
|
Capital Income Builder
|
%
|
Capital World Bond Fund
|
%
|
Capital World Growth and Income Fund, Inc.
|
%
|
EuroPacific Growth Fund
|
%
|
The Growth Fund of America, Inc.
|
%
|
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, Inc.
|
%
|
New World Fund, Inc.
|
%
|
Short-Term Bond Fund of America
|
%
|
SMALLCAP World Fund, Inc.
|
%
|
The Tax-Exempt Bond Fund of America
|
%
|
The Tax-Exempt Fund of California
|
%
|
The Tax-Exempt Fund of Maryland
|
%
|
The Tax-Exempt Fund of Virginia
|
%
|
U.S. Government Securities Fund
|
%
|
Washington Mutual Investors Fund
|
%
|
American Funds 2055 Target Date Retirement Fund
|
%
|
American Funds 2050 Target Date Retirement Fund
|
%
|
American Funds 2045 Target Date Retirement Fund
|
%
|
American Funds 2040 Target Date Retirement Fund
|
%
|
American Funds 2035 Target Date Retirement Fund
|
%
|
American Funds 2030 Target Date Retirement Fund
|
%
|
American Funds 2025 Target Date Retirement Fund
|
%
|
American Funds 2020 Target Date Retirement Fund
|
%
|
American Funds 2015 Target Date Retirement Fund
|
%
|
American Funds 2010 Target Date Retirement Fund
|
%
|
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
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective as of December 14, 2006, and is between STATE STREET BANK AND TRUST COMPANY ("Bank") and each of
the investment companies and other pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnerships or other entities) managed by Capital Research and Management Company and listed on Appendix A hereto, as such Appendix may be amended from time to time (each a "Customer").
WHEREAS, each Customer is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets;
WHEREAS, each Customer desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, Bank as custodian on behalf of itself or those of its existing or additional series of shares that are also listed on Appendix A hereto (each such listed investment portfolio being referred to hereinafter as a “Portfolio”), and Bank has agreed to act as custodian for the Portfolios under the terms and conditions hereinafter set forth;
WHEREAS, for administrative purposes only, each Customer wishes to evidence its individual agreement with Bank in a single instrument, notwithstanding each Customer’s intention to be separately bound;
NOW THEREFORE, Bank and each Customer agree as follows:
|
Appointment of Custodian; Customer Accounts.
|
Customer hereby appoints Bank as its custodian for each Portfolio. Bank hereby accepts such appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2 hereof) shall establish and maintain the following accounts in the name of Customer on behalf of each Portfolio:
(a)
a Custody Account for Securities and other Financial Assets (as such terms are defined in Section 2 hereof); and
(b)
an account (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of the Portfolio, which cash shall not be subject to withdrawal by draft or check
.
Customer warrants its authority on behalf of each Portfolio to: (i) deposit the Financial Assets and cash (collectively, "Assets") received in the Custody Account or the Deposit Account, as the case may be (collectively, “Accounts”) and (ii) give Instructions concerning the Accounts and such Instructions shall be clear as to which Portfolio they relate. Bank may deliver Financial Assets with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets deposited in the Custody Account.
Bank shall be accountable under the terms of this agreement to the Customer for all Assets held in the Accounts and shall take prompt and appropriate action to remedy any discrepancies with respect to such Assets.
Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.
As
used
herein, the following terms shall have the following respective meanings:
(a)
“Affiliate” shall mean an entity controlling, controlled by, or under common control with, another entity.
(b)
“
Authorized Person" shall mean an employee or agent (including an investment manager) designated by prior written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.
(c)
“Certificated Security” shall mean a Security that is represented by a certificate.
(d)
“Custody Account” shall mean each custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.
(e)
“Eligible Foreign Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall include a
ny entity qualifying as such pursuant to an exemp-tion, rule or other appropriate action of the U.S. Securities and Exchange Commission)
.
(f)
“Eligible Securities Depository” shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).
(g)
“Eligible Contract” shall mean a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions)
.
(h)
“Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
(i)
“Financial Asset” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:
(i)
a Security;
(ii)
an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
(iii)
any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement. Financial Asset shall in no event mean cash.
(j)
“Foreign Assets” shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect Customer’s transactions in those investments.
(k)
“
Instructions" shall mean instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to Bank which Bank believes in good faith to have been given by, or under the direction of, Authorized Persons.
The term "Instructions" includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.
(l)
“Local Practice” shall mean
the
customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:
(i) delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;
(ii) delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or
(iii) in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.
(m)
“Institutional Investor” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services.
(n)
“Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.
(o)
“Riders” shall have the meaning assigned thereto in Section 16(f) of this Agreement.
(p)
“Rule 17f-5” shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.
(q)
“Rule 17f-7” shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.
(r)
“Security” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
(i)
which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii)
which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(
iii)
which:
(A)
is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B)
is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.
(s)
“Securities Depository” means a clearing corporation that is registered with the
U.S. Securities and Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies.
(t)
“Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.
(u)
“Securities Intermediary” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means Bank, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that
capacity
.
(v)
“Uncertificated Security” shall mean a Security that is not represented by a certificate.
(w)
“Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time.
3.
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Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.
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Unless Instructions specifically require another location reasonably acceptable to Bank:
(a)
Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and
(b)
Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law. To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself (or its Affiliates, in accordance with applicable law and regulation), at such commercially reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank.
If Customer wishes to have any Foreign Assets belonging to one or more Portfolios held in the custody of an institution other than the established Subcustodians as defined in Section 4 (or an Eligible Securities Depository listed on Schedule B hereto), such arrangement must be authorized by a written agreement, signed by Bank and Customer.
If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:
(x)
at a minimum exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets;
(y)
provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and
(z)
require any Intermediary Custodian at a minimum to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Securities Entitlements of its Entitlement Holders.
(a)
Bank may act under the Agreement through the subcustodians with which Bank has entered into Eligible Contracts and which are listed on Schedule A attached hereto (“Subcustodians”). Bank reserves the right, exercising reasonable care, prudence and diligence, to amend Schedule A from time to time. Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement, or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.
(b)
Bank hereby represents to Customer that each Subcustodian is an Eligible Foreign Custodian. If Schedule A is amended to add one or more Subcustodians, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible Foreign Custodian.
(c)
Customer authorizes Bank to hold Assets belonging to each Portfolio in accounts that Bank has established with one or more of its branches or such Subcusto-dians, provided that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not acting as Foreign Custody Manager for the relevant Portfolio at such time, Customer shall give Bank appropriate notice of such determinations.
5.
|
Appointment as Foreign Custody Manager.
|
Customer hereby appoints Bank as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank shall act in conformity with such rule (including any amendments thereto or successor provisions) for as long as Bank acts as Customer’s Foreign Custody Manager. Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by Customer or Bank, regardless of whether Bank serves as custodian for such Portfolio hereunder. Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement. Bank shall not be obligated to serve in this capacity for a Portfolio if Bank no longer acts as Customer’s custodian for such Portfolio.
As of the date hereof, Rule 17f-5 provides that
Customer may from time to time place or maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign Assets,
provided that:
(a)
Customer’s Foreign Custody Manager determines that Customer’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:
|
(i)
|
The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for Certificated Securities (if applicable), the method of keeping custodial records, and the security and data protection practices;
|
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(ii)
|
Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;
|
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(iii)
|
The Eligible Foreign Custodian’s general reputation and standing; and
|
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(iv)
|
Whether Customer will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian’s consent to service of process in the United States.
|
(b)
The arrangement with the Eligible Foreign Custodian is governed by a written contract that Customer’s Foreign Custody Manager, has determined will provide reasonable care for Customer’s assets based on the standards set forth in paragraph (a) above.
|
(i)
|
Such contract must provide:
|
(A)
For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Foreign Assets held in accordance with such contract;
(B)
That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;
(C)
That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
|
(
D)
|
That adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer;
|
(E)
That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and
(F)
That Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer.
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(ii)
|
Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that Customer’s Foreign Custody Manager, reasonably determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.
|
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(c)
|
(i)
|
Customer’s Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining Customer’s assets with a particular custodian
under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.
|
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(ii)
|
If an arrangement no longer meets these requirements, Customer
must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.
|
Customer’s Foreign Custody Manager will provide written reports in a form reasonably acceptable to Customer (or an Authorized Person) notifying Customer’s Board of Directors (or equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign Assets with a particular custodian and of any material change in Customer’s non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s non-U.S. custody arrangements.
Customer hereby confirms that Customer will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from Customer’s Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”). Customer also confirms that, if Bank is acting as Customer’s Foreign Custody Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to Customer’s Foreign Assets held under any custody arrangement covered by such Adverse Notification following the Adverse Notification. (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to Bank in relation to such Assets under other provisions of this Agreement.)
6.
Securities Depositories.
(a)
Bank hereby represents to Customer that each securities depository listed on Schedule B is an Eligible Securities Depository. If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.
(b)
Bank shall provide Customer an analysis of the custody risks (which analyses may be provided to Customer electronically) associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank and at which any Foreign Assets of Customer are held or are expected to be held. Bank shall use reasonable efforts to provide such analysis at least annually on March 31
st
of each calendar year (or, in the case of an Eligible Securities Depository not used by Bank as of the agreed upon date, prior to the initial placement of Customer’s Foreign Assets at such Depository after such date). Bank shall monitor the
custody risks associated with
maintaining Custo-mer’s Foreign Assets at each such Eligible Securities Depository
on a continuing basis, and shall promptly notify Customer or its investment adviser of any material changes in such risks.
(c)
Bank shall, upon Customer’s reasonable request from time to time, provide certain additional information (“Additional Information”) to Customer beyond the scope of the information Bank is otherwise obligated to provide to Customer under this Agreement, or any other agreement between the parties relating to Customer’s Foreign Assets. For example, Additional Information may relate to
a
country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to Customer’s Foreign Assets.
(d)
Bank’s obligation to provide Customer with Additional Information shall be limited to the extent Additional Information is (i) already in the possession of Bank, or (ii) available to Bank using commercially reasonable means.
Customer hereby acknowledges that: (i) Additional Information is designed solely to inform Customer of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties. (For this purpose, “third parties” shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately
transmitted information it had itself received from a third party (such as from a regulator or securities depository) rather than information it had generated itself.
)
(e)
Customer and Bank hereby acknowledge and agree that the decision to place Customer's Foreign Assets with an Eligible Securities Depository shall be made by Customer's investment adviser (subject to the Board's oversight) or the Customer, after consideration of the information provided by Bank and other information Customer deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board. Further, the parties understand that the decision to place Customer’s Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.
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Use of Subcustodians and Securities Depositories.
|
(a)
Bank shall identify the Assets on its books as belonging to Customer and identify the Portfolio to which such Assets belong.
(b)
A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.
(c)
Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian or its agent.
(d)
Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository
, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian
.
(e)
Bank
shall supply periodically, as mutually agreed upon, a statement in respect of any Securities and cash, including identification of the foreign entities having custody of the Securities and cash and descriptions thereof.
(a)
Bank (or the applicable Subcustodian) shall make payments from the Deposit Account upon receipt of Instructions which include all information reasonably required by Bank.
(b)
In the event that any payment to be made under this Section 8 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.
(c)
Bank shall, or shall cause the applicable Subcustodian to: (i) subject to the last sentence hereof, collect all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) promptly credit to the account of Customer all income and other payments relating to Financial Assets or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or payments or as otherwise agreed in writing by Customer and Bank; and (iv) promptly endorse and deliver instruments required to effect such collections. If Bank credits the Deposit Account on a payable date, or at any time prior to actual collec-tion and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount pre-viously credited. Bank shall furnish regular overdue income reports to Customer in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of Customer if such amounts are not received by Bank (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice). Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but will reasonably notify Customer of any such proceedings known to Bank and may act for Customer upon Instructions after consultation with Customer.
(a)
Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information reasonably required by Bank. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account shall be made in accordance with Local Practice.
In connection with the foregoing, where Bank believes in good faith that use of a reasonably available alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, Bank shall advise Customer of such practice and Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.
(b)
Bank shall effect book entries on a contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(i)
Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by Bank in its discretion, after the contractual settlement date for the related transaction;
provided however that prior to taking action, Bank will use every reasonable effort to give Customer written notice of any such reversal which may include back valuation
.
(ii)
If any Financial Assets delivered pursuant to this Section 9 are returned by the recipient thereof, Bank may reverse the credits and debits of the particular transaction at any time.
Bank shall follow Instructions received regarding Assets held in the Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a)
Present for payment any Financial Assets which are called, redeemed or retired or other-wise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is actually aware of such opportunities.
(b)
Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.
(c)
Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.
(d)
Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.
(e)
Issue statements to Customer, at times and in a form mutually agreed upon, identifying the Assets in the Accounts.
Bank shall promptly send Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.
All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer until such funds or other property have been received by Bank (or the applicable Subcustodian). Bank shall have no liability for any loss occasioned by delay (other than its own) in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other trans-action regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.
(a)
Corporate Actions
. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case.
When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.
(b)
Proxy Voting
.
(i)
Bank shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of Customer on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to Customer such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.
(ii)
Bank shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting may not be available in all markets (it being understood that Bank shall make proxy voting services available to Customer in a given market where Bank offers such services to any other custody client), and (B) apart from voting, Bank will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall attempt to provide accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the same where Bank prepared the same in good faith and with reasonable efforts. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised. Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of Customer to exercise shareholder rights. In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (
e.g
., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.
(iii) Customer and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of Bank (or Subcustodians or other parties acting under Bank’s direction) in relation to proxy voting services.
(c)
Taxes.
(i)
Customer confirms that Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required to be deducted by any revenue or other govern-mental authority for whatever reason in respect of the Custody Account.
(ii)
Customer shall provide Bank with all required tax-related documentation and other information relating to Assets held hereunder (“Tax Information”). Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio. Upon receipt of Instructions and all required Tax Information from Customer, Bank shall (A) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (B) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets. Customer warrants that, when given, Tax Information shall be true and correct in all material respects. Customer shall notify Bank promptly if any Tax Infor-mation requires updating or amendment to correct misleading information.
(iii)
Bank shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by Customer
(iv)
Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, in Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, Bank shall make tax reclaim services available to Customer in a given country where Bank offers such services to any other custody client having the same tax status. Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.
(v)
Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.
(vi)
If Bank does not receive appropriate declarations, documentation and informa-tion then any applicable United States withholding tax shall be deducted from income received from Financial Assets.
(d)
Class Actions
.
(i)
Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.
(ii)
Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.
(iii)
Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims. Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.
(iv)
Bank's
liability
with respect to class action filing services described in this section 11(d) shall be limited in amount as Customer and Bank may from time to time agree in writing.
Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or Eligible Securities Depository, as the case may be. Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer. Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations. In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable. Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account. Financial Assets accepted by Custodian on behalf of a Portfolio under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.
Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Cus-tomer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank's failure to produce such confirmation at any subsequent time. Bank shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.
(a)
Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to Customer for any and all cla
i
ms, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by Customer resulting from failure of Bank (including any branch thereof, regardless of location) to exercise such reasonable care and diligence. Bank shall be liable to Customer in respect of such Losses to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, but only to the extent of Customer’s direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by Customer and without reference to any special conditions or circumstances.
(b)
Bank shall be liable to Customer for all Losses resulting from the action or inaction of any Subcustodian to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, and such action or inaction were that of the Bank or the fraud or willful default of such Subcustodian.
(c)
As long as and to the extent that it has exercised reasonable care and acted in good faith, Bank shall not be responsible for:
(i)
the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by Bank in accordance with Local Practice for the particular Financial Asset in question;
(ii)
any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints and which is not a branch or Affiliate of the Bank; it being understood that Bank or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection and continued retention of any such broker or agent; or
(iii)
the insolvency of any Subcustodian which is not a branch or Affiliate of Bank;
it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where Bank used reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its most recently published financial statements and other publicly available financial information
.
(d) Neither Bank nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository). In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible Securities Depository.
(e)
In no event shall Bank incur liability hereunder if Bank or any Subcustodian, or any nominee of Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:
(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or
(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a “Force Majeure Event”).
Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).
(f)
In no event shall Customer incur liability to Bank if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.
(g)
Customer shall
indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which Bank is authorized to rely pur-suant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to Bank under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.
(h)
In performing its obligations hereunder, Bank may rely on the genuineness of any docu-ment which it believes in good faith to have been validly executed, and, subject to the following sentence, shall be entitled to rely on and may act upon advice of
counsel (which may be counsel for Customer) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice. If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank
and shall be without liability for action reasonably taken or omitted pursuant to such advice.
(i)
Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that Bank has complied with the standard of care set forth in Section 14(a) of this Agreement (it being understood that while Bank’s failure to comply with such standard of care shall constitute a breach of this Agreement, Bank shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).
(j)
Bank need not maintain any insurance for the benefit of Customer.
(k)
Without limiting the foregoing, Bank shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.
(l)
Consistent with and without limiting the application of the foregoing paragraphs of this Section 14, it is specifically acknowledged that Bank shall have no duty or responsibility to:
(i)
question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;
(ii)
supervise or make recommendations with respect to investments or the retention of Financial Assets;
(iii)
advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 8(c) hereof;
(iv)
evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank receives an Instruction to deliver Financial Assets;
(v)
except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank;
(vi)
advise Customer or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of Bank (or any Affiliate of Bank) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and
(vii)
advise Customer or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of Bank (or any Affiliate of Bank) who is not engaged directly in the provision of global custody services.
(m)
Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide broker-age services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein; provided that none of such services or actions would violate applicable laws or regulations.
(n)
Upon the occurrence of any event which causes or may cause any Loss to the other party, each of Customer and Bank shall (and Bank shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party. For this purpose, the obligations of Customer and Bank to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by Bank and Customer (or Authorized Persons) of statements provided to Customer under Section 10 of this Agreement; provided, however, that
Bank's obligations to Customer with respect to any transaction covered by a given statement shall be reduced to the extent that Bank's ability to mitigate damages related to such transaction has been compromised by Customer’s failure to object to such statement within 180 days of Customer’s receipt thereof
.
Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually agreed upon in writing. Customer agrees to reimburse Bank for its reasonable out-of-pocket or incidental expenses (including, without limitation, legal fees) incurred on behalf of Customer, provided that, in respect of such expenses, Bank has acted in conformity with the standard of care set forth in Section 14 hereof. Bank shall obtain Customer’s prior approval, which approval shall not be unreasonably withheld, of out-of-pocket or incidental expenses that Bank reasonably expects to exceed $10,000 or that approaches $10,000 during the process of incurring such expenses. In the latter case, Customer shall not withhold its approval on the ground that Bank had not obtained Customer’s approval prior to beginning to incur such expenses if Bank believed in good faith that the subject expenses would not exceed $10,000. Subject to the foregoing, Bank shall have a lien on and is authorized to charge or otherwise enforce its rights as lienholder against Assets in any Account of the Customer for any amount owing in respect of such Account by the Customer to the Bank under any provision of this Agreement.
(a)
Foreign Exchange Transactions Other Than as Principal.
Upon receipt of Instructions, Bank shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as Customer may determine and direct pursuant to Instructions. Bank shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records in accordance with this Agreement. Bank shall have no duty with respect to the selection of currency brokers or banking institutions with which Customer deals on behalf of its Portfolio or, as long as Bank acts in accordance with the
standard of care set forth in this Agreement, for the failure of such brokers or banking institutions to comply with the terms of any contract or option; provided, however, that Bank shall not be responsible for the insolvency of any such broker or banking institution which is not a branch or Affiliate of Bank
.
(b)
Foreign Exchange Transactions as Principal.
Bank shall not be obligated to enter into foreign exchange transactions as principal. However, if and to the extent that Bank makes available to Customer its services as principal in foreign exchange transactions, upon receipt of Instructions, Bank shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of Customer on behalf of its Portfolio with Bank as principal. Instructions may be issued with respect to such contracts but Bank may establish rules or limitations concerning any foreign exchange facility made available. Bank shall be responsible for the selection of currency brokers or banking institutions (which may include Affiliates of Bank and Subcustodians) and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.
(c)
Certification of Residency, etc.
Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
(d)
Custodian’s Records; Access to Records.
Bank shall provide any assistance reasonably requested by Customer in the preparation of reports to Customer’s shareholders and others, audits of accounts, and other ministerial matters of like nature. Bank shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of Customer as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act. All such books and records maintained by Bank shall be made available to Customer upon request and shall, where required to be maintained by Rule 31a-1 under
the 1940 Act,
be preserved for the periods prescribed in Rule 31a-2 under the
1940 Act
. Bank shall allow Customer's independent public accountant reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs. Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer's books and records.
Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”). Bank shall use commercially reasonable efforts to obtain and furnish Customer with such similar reports as Customer may reasonably request with respect to each Subcustodian holding Assets of Customer. Except as respects Bank’s SAS 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision. Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.
(e)
Confidential Information
. The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party. Confidential
information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like
.
The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that i
s generally furnished to third parties by the providing party without confidentiality restriction
, or that is required to be disclosed by any bank examiner of Bank or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, Customer and any Authorized Person shall be permitted to disclose any information provided by Bank hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.
(f)
Governing Law; Successors and Assigns; Immunity; Captions.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either party, but shall bind the successors in interest of Customer and Bank.
To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer or Bank, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity.
The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.
(g)
Entire Agreement.
This Agreement consists exclusively of this document (including Appendix A and Schedules A and B hereof). There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.
(h)
Severability.
In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
(i)
Waiver.
Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
(j)
Representations and Warranties
.
(i)
Customer hereby represents and warrants to Bank that: (A) it has full power and authority to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it has taken all necessary action to authorize the execution and delivery hereof.
(ii)
Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.
(k)
Notices.
All notices hereunder shall be effective when actually received. Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: State Street Bank and Trust Company, 2 Avenue de Lafayette, LCC-2, Boston, MA 02111, Attention:
Virginia M. Meany, Senior Vice President;
and (b) Customer: [Name of Customer], c/o Capital Research and Management Company, Attention: Carmelo Spinella, Senior Vice President, 135 South State College Boulevard, Brea, CA 92821-5804; with a copy to: Donald H. Rolfe, Counsel, Capital Research and Management Company, 333 S. Hope Street, 55
th
Floor, Los Angeles, CA 90071.
(l)
Termination.
This Agreement may be terminated as to one or more Portfolios by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios in the Accounts. If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios. In either case Bank shall deliver the Assets belonging to the affected Portfolios to the persons so specified, after deducting any uncontested amounts which Bank determines in good faith to be owed to it under Section 15. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. If within sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios, Bank, at its election, may deliver such Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold such Assets until Instructions are provided to Bank. For avoidance of doubt, each Customer, Portfolio or the Bank may terminate this Agreement pursuant to its provisions and the Agreement shall survive such termination in respect of the remaining Customers and Portfolios that have not so terminated or been terminated.
(m)
Representative Capacity; Non-recourse Obligations
. A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH CUSTOMER’S RESPECTIVE PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.
(n)
Several Obligations of each Customer and Portfolio
. WITH RESPECT TO ANY OBLIGATIONS OF A CUSTOMER ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, BANK SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY SUCH OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH THAT CUSTOMER HAD SEPARATELY CONTRACTED WITH BANK BY SEPARATE WRITTEN AGREEMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. THE RIGHTS AND BENEFITS TO WHICH A GIVEN PORTFOLIO IS ENTITLED HEREUNDER SHALL BE SOLELY THOSE OF SUCH PORTFOLIO AND NO OTHER PORTFOLIO HEREUNDER SHALL RECEIVE SUCH BENEFITS.
(o)
Information Relating to Divisions
. Upon written request by Customer, the Bank shall use commercially reasonable efforts to provide information regarding portfolio holdings, portfolio trades and proxy voting in a format that is both technically practicable and reasonably acceptable to Customer so as to allow each investment division of Capital Research and Management Company to receive solely such information as is relevant to its own operations. Customer shall pay reasonable expenses of Bank arising from this section, provided that estimates of such expenses are approved by the Customer before the expenses are incurred.
IN WITNESS WHEREOF, each of the Customers and Bank have executed this Agreement as of the date first-written above. Execution of this Agreement by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Agreement shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.
EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
By:
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By:____________________________________
Name: Carmelo Spinella
Title: Senior Vice President
STATE STREET BANK AND TRUST COMPANY
By:________________________________________
Name:
Joseph L. Hooley
Title: Executive Vice President
APPENDIX A
CUSTOMERS AND PORTFOLIOS
Dated as of December 14, 2006
The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.
CUSTOMER PORTFOLIO:
|
EFFECTIVE AS OF:
|
Fundamental Investors, Inc
|
December 14, 2006
|
The Growth Fund of America, Inc.
|
December 14, 2006
|
The New Economy Fund
|
December 14, 2006
|
SMALLCAP World Fund, Inc.
|
December 14, 2006
|
American Funds Insurance Funds-
|
|
|
Blue Chip Income and Growth Fund
|
December 14, 2006
|
|
Global Discovery Fund
|
December 14, 2006
|
|
Global Growth Fund
|
December 14, 2006
|
|
Global Small Capitalization Fund
|
December 14, 2006
|
|
Growth Fund
|
December 14, 2006
|
|
International Fund
|
December 14, 2006
|
|
Growth-Income Fund
|
December 14, 2006
|
|
Asset Allocation Fund
|
December 14, 2006
|
|
Bond Fund
|
December 14, 2006
|
|
High-Income Bond Fund
|
December 14, 2006
|
|
U.S. Government/AAA-Rated Securities Fund
|
December 14, 2006
|
|
Cash Management Fund
|
December 14, 2006
|
|
Global Growth and Income Fund
|
December 14, 2006
|
|
New World Fund
|
December 14, 2006
|
|
Global Bond Fund
|
December 14, 2006
|
IN WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix A as of the date first-written above. Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.
EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
By:
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By:____________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:________________________________________
Name:
Title:
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country
|
Subcustodian
|
|
|
|
|
Argentina
|
Citibank, N.A.
|
|
|
|
|
Australia
|
Westpac Banking Corporation
|
|
|
|
Citibank Pty. Limited
|
|
|
|
|
Austria
|
Erste Bank der Österreichischen Sparkassen AG
|
|
|
|
|
Bahrain
|
HSBC Bank Middle East
|
|
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Bangladesh
|
Standard Chartered Bank
|
|
|
|
|
Belgium
|
BNP Paribas Securities Services, S.A.
|
|
|
|
|
Benin
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Bermuda
|
The Bank of Bermuda Limited
|
|
|
|
|
Botswana
|
Barclays Bank of Botswana Limited
|
|
|
|
|
Brazil
|
Citibank, N.A.
|
|
|
|
|
Bulgaria
|
ING Bank N.V.
|
|
|
|
|
Burkina Faso
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Canada
|
State Street Trust Company Canada
|
|
|
|
|
Cayman Islands
|
Scotiabank & Trust (Cayman) Limited
|
|
|
|
|
Chile
|
BankBoston, N.A.
|
|
|
|
|
People’s Republic of China
|
The Hongkong and Shanghai Banking Corporation Limited,
|
|
Shanghai and Shenzhen branches
|
|
|
|
|
Colombia
|
Cititrust Colombia S.A. Sociedad Fiduciaria
|
|
|
|
|
|
|
Costa Rica
|
Banco BCT S.A.
|
|
|
|
|
Croatia
|
Privredna Banka Zagreb d.d
|
|
|
|
|
Cyprus
|
Cyprus Popular Bank Public Company Ltd.
|
|
|
|
|
Czech Republic
|
Československá Obchodní Banka, A.S.
|
|
|
|
|
Denmark
|
Skandinaviska Enskilda Bankken AB, Sweden (operating through its Copenhagen branch)
|
|
|
|
|
Ecuador
|
Banco de la Producción S.A. PRODUBANCO
|
|
|
|
|
Egypt
|
HSBC Bank Egypt S.A.E.
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Estonia
|
AS Hansabank
|
|
|
|
|
Finland
|
Nordea Bank Finland Plc.
|
|
|
|
|
France
|
BNP Paribas Securities Services, S.A.
|
|
|
|
Deutsche Bank AG, Netherlands (operating through its Paris branch)
|
|
|
|
|
Germany
|
Deutsche Bank AG
|
|
|
|
|
Ghana
|
Barclays Bank of Ghana Limited
|
|
|
|
|
Greece
|
National Bank of Greece S.A.
|
|
|
|
|
Guinea-Bissau
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Hong Kong
|
Standard Chartered Bank (Hong Kong) Limited
|
|
|
|
|
Hungary
|
HVB Bank Hungary Rt.
|
|
|
|
|
Iceland
|
Kaupthing Bank hf.
|
|
|
|
|
India
|
Deutsche Bank AG
|
|
|
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Indonesia
|
Deutsche Bank AG
|
|
|
|
|
Ireland
|
Bank of Ireland
|
|
|
|
|
Israel
|
Bank Hapoalim B.M.
|
|
|
|
|
Italy
|
BNP Paribas Securities Services, S.A.
|
|
|
|
Deutsche Bank S.p.A.
|
|
|
|
|
Ivory Coast
|
Société Générale de Banques en Côte d’Ivoire
|
|
|
|
|
Jamaica
|
Bank of Nova Scotia Jamaica Ltd.
|
|
|
|
|
Japan
|
Mizuho Corporate Bank Ltd.
|
|
|
|
Sumitomo Mitsui Banking Corporation
|
|
|
|
|
Jordan
|
HSBC Bank Middle East
|
|
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Kazakhstan
|
HSBC Bank Kazakhstan
|
|
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Kenya
|
Barclays Bank of Kenya Limited
|
|
|
|
|
Republic of Korea
|
Deutsche Bank AG
|
|
|
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Latvia
|
A/s Hansabanka
|
|
|
|
|
Lebanon
|
HSBC Bank Middle East
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Lithuania
|
SEB Vilniaus Bankas AB
|
|
|
|
|
Malaysia
|
Standard Chartered Bank Malaysia Berhad
|
|
|
|
|
Mali
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Malta
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Mauritius
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Mexico
|
Banco Nacional de México S.A.
|
|
|
|
|
Morocco
|
Attijariwafa bank
|
|
|
|
|
Namibia
|
Standard Bank Namibia Limited
|
|
|
|
|
Netherlands
|
Deutsche Bank AG
|
|
|
|
|
|
|
New Zealand
|
Westpac Banking Corporation
|
|
|
|
|
Niger
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Nigeria
|
Stanbic Bank Nigeria Limited
|
|
|
|
|
Norway
|
Nordea Bank Norge ASA
|
|
|
|
|
Oman
|
HSBC Bank Middle East Limited
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Pakistan
|
Deutsche Bank AG
|
|
|
|
|
Palestine
|
HSBC Bank Middle East Limited
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Panama
|
HSBC Bank (Panama) S.A.
|
|
|
|
|
Peru
|
Citibank del Péru, S.A.
|
|
|
|
|
Philippines
|
Standard Chartered Bank
|
|
|
|
|
Poland
|
Bank Handlowy w Warszawie S.A.
|
|
|
|
|
Portugal
|
Banco Comercial Português S.A.
|
|
|
|
|
Puerto Rico
|
Citibank N.A.
|
|
|
|
|
Qatar
|
HSBC Bank Middle East Limited
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
Romania
|
ING Bank N.V.
|
|
|
|
|
Russia
|
ING Bank (Eurasia) ZAO, Moscow
|
|
|
|
|
Senegal
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Serbia
|
HVB Bank Serbia and Montenegro a.d.
|
|
|
|
|
Singapore
|
DBS Bank Limited
|
|
|
|
United Overseas Bank Limited
|
|
|
|
|
Slovak Republic
|
Československá Obchodní Banka, A.S., pobocka zahranicnej banky v SR
|
|
|
|
|
Slovenia
|
Bank Austria Creditanstalt d.d. - Ljubljana
|
|
|
|
|
South Africa
|
Nedbank Limited
|
|
|
|
Standard Bank of South Africa Limited
|
|
|
|
|
Spain
|
Deutsche Bank S.A.E.
|
|
|
|
|
Sri Lanka
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Swaziland
|
Standard Bank Swaziland Limited
|
|
|
|
|
Sweden
|
Skandinaviska Enskilda Banken AB
|
|
|
|
|
Switzerland
|
UBS AG
|
|
|
|
|
Taiwan - R.O.C.
|
Central Trust of China
|
|
|
|
|
Thailand
|
Standard Chartered Bank (Thai) Public Company Limited
|
|
|
|
|
Togo
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
|
|
|
|
|
Trinidad & Tobago
|
Republic Bank Limited
|
|
|
|
|
Tunisia
|
Banque Internationale Arabe de Tunisie
|
|
|
|
|
Turkey
|
Citibank, A.S.
|
|
|
|
|
Uganda
|
Barclays Bank of Uganda Limited
|
|
|
|
|
Ukraine
|
ING Bank Ukraine
|
|
|
|
|
United Arab Emirates
|
HSBC Bank Middle East Limited
|
|
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
|
|
|
|
|
United Kingdom
|
State Street Bank and Trust Company, United kingdom Branch
|
|
|
|
|
Uruguay
|
BankBoston, N.A.
|
|
|
|
|
Venezuela
|
Citibank, N.A.
|
|
|
|
|
Vietnam
|
The Hongkong and Shanghai Banking Corporation Limited
|
|
|
|
|
Zambia
|
Barclays Bank of Zambia Plc.
|
|
|
|
|
Zimbabwe
|
Barclays Bank of Zimbabwe Limited
|
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country
|
Depositories
|
Argentina
|
Caja de Valores S.A.
|
|
|
|
|
Australia
|
Austraclear Limited
|
|
|
|
|
Austria
|
Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
|
|
|
|
|
Bahrain
|
Clearing, Settlement, and Depository System of the Bahrain Stock Exchange
|
|
|
|
|
Bangladesh
|
Central Depository Bangladesh Limited
|
|
|
|
|
Belgium
|
Banque Nationale de Belgique
|
|
|
|
Euroclear Belgium
|
|
|
|
|
Benin
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Bermuda
|
Bermuda Securities Depository
|
|
|
|
|
Brazil
|
Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)
|
|
|
|
Companhia Brasileira de Liquidação e Custódia
|
|
|
|
Sistema Especial de Liquidação e de Custódia (SELIC)
|
|
|
|
|
Bulgaria
|
Bulgarian National Bank
|
|
|
|
Central Depository AD
|
|
|
|
|
Burkina Faso
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Canada
|
The Canadian Depository for Securities Limited
|
|
|
|
|
Chile
|
Depósito Central de Valores S.A.
|
|
|
|
|
People’s Republic of China
|
China Securities Depository and Clearing Corporation Limited Shanghai Branch
|
|
|
|
China Securities Depository and Clearing Corporation Limited Shenzhen Branch
|
|
|
|
|
Colombia
|
Depósito Central de Valores
|
|
|
|
Depósito Centralizado de Valores de Colombia S..A. (DECEVAL)
|
|
|
|
|
Costa Rica
|
Central de Valores S.A.
|
|
|
|
|
Croatia
|
Središnja Depozitarna Agencija d.d.
|
|
|
|
|
Cyprus
|
Central Depository and Central Registry
|
|
|
|
|
Czech Republic
|
Czech National Bank
|
|
|
|
Stredisko cenných papíru - Ceská republika
|
|
|
|
|
Denmark
|
Værdipapircentralen (Danish Securities Center)
|
|
|
|
|
Egypt
|
Misr for Clearing, Settlement, and Depository S.A.E.
|
|
|
|
Central Bank of Egypt
|
|
|
|
|
Estonia
|
AS Eesti V’’rtpaberikeskus
|
|
|
|
|
Finland
|
Suomen Arvopaperikeskus Oy
|
|
|
|
|
France
|
Euroclear France
|
|
|
|
|
Germany
|
Clearstream Banking AG, Frankfurt
|
|
|
|
|
Greece
|
Apothetirion Titlon AE Central Securities Depository
|
|
|
|
Bank of Greece, System for Monitoring Transactions in Securities in Book- Entry Form
|
|
|
|
|
Hong Kong
|
Central Moneymarkets Unit
|
|
|
|
Hong Kong Securities Clearing Company Limited
|
|
|
|
|
Hungary
|
Központi Elszámolóház és Értéktár (Budapest) Rt. (KELER)
|
|
|
|
|
Iceland
|
Icelandic Securities Depository Limited
|
|
|
|
|
India
|
Central Depository Services (India) Limited
|
|
|
|
National Securities Depository Limited
|
|
|
|
Reserve Bank of India
|
|
|
|
|
Indonesia
|
Bank Indonesia
|
|
|
|
PT Kustodian Sentral Efek Indonesia
|
|
|
|
|
Israel
|
Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
|
|
|
|
|
Italy
|
Monte Titoli S.p.A.
|
|
|
|
|
Ivory Coast
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Jamaica
|
Jamaica Central Securities Depository
|
|
|
|
|
Japan
|
Bank of Japan - Net System
|
|
|
|
Japan Securities Depository Center (JASDEC) Incorporated
|
|
|
|
|
Jordan
|
Securities Depository Center
|
|
|
|
|
Kazakhstan
|
Central Securities Depository
|
|
|
|
|
Kenya
|
Central Depository and Settlement Corporation Limited
|
|
|
|
Central Bank of Kenya
|
|
|
|
|
Republic of Korea
|
Korea Securities Depository
|
|
|
|
|
Latvia
|
Latvian Central Depository
|
|
|
|
|
Lebanon
|
Banque du Liban Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L.
|
|
|
|
|
Lithuania
|
Central Securities Depository of Lithuania
|
|
|
|
|
Malaysia
|
Bank Negara Malaysia
|
|
|
|
Bursa Malaysia Depository Sdn. Bhd.
|
|
|
|
|
Mali
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Malta
|
Central Securities Depository of the Malta Stock Exchange
|
|
|
|
|
Mauritius
|
Bank of Mauritius
|
|
|
|
Central Depository and Settlement Co. Ltd.
|
|
|
|
|
Mexico
|
S.D. INDEVAL, S.A. de C.V.
|
|
|
|
|
Morocco
|
Maroclear
|
|
|
|
|
Namibia
|
Bank of Namibia
|
|
|
|
|
Netherlands
|
Euroclear Nederland
|
|
|
|
|
New Zealand
|
New Zealand Central Securities Depository Limited
|
|
|
|
|
Niger
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Nigeria
|
Central Securities Clearing System Limited
|
|
|
|
|
Norway
|
Verdipapirsentralen (Norwegian Central Securities Depository)
|
|
|
|
|
Oman
|
Muscat Depository & Securities Registration Company, SAOC
|
|
|
|
|
Pakistan
|
Central Depository Company of Pakistan Limited
|
|
|
|
State Bank of Pakistan
|
|
|
|
|
Palestine
|
Clearing, Depository and Settlement, a department of the Palestine Stock Exchange
|
|
|
|
|
Panama
|
Central Latinoamericana de Valores, S.A. (LatinClear)
|
|
|
|
|
Peru
|
Caja de Valores y Liquidaciones, Institución de Compensación y Liquidación de Valores S.A
|
|
|
|
|
Philippines
|
Philippine Depository & Trust Corporation
|
|
|
|
Registry of Scripless Securities (ROSS) of the Bureau of Treasury
|
|
|
|
|
Poland
|
Rejestr Papierów Wartościowych
|
|
|
|
Krajowy Depozyt Papierów Warto
s´
ciowych S.A.
|
|
|
|
|
Portugal
|
INTERBOLSA - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.
|
|
|
|
|
Qatar
|
Central Clearing and Registration (CCR), a department of the Doha Securities Market
|
|
|
|
|
Romania
|
Bucharest Stock Exchange Registry Division
|
|
|
|
National Bank of Romania
|
|
|
|
|
Russia
|
Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
|
|
|
|
|
Senegal
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Serbia
|
Central Registrar and Central Depository for Securities
|
|
|
|
|
Singapore
|
The Central Depository (Pte) Limited
|
|
|
|
Monetary Authority of Singapore
|
|
|
|
|
Slovak Republic
|
Náodná banka slovenska
|
|
|
|
Centralny depozitar cenných papierov SR, a.s.
|
|
|
|
|
Slovenia
|
KDD - Centralna klirinsko depotna druzba d.d.
|
|
|
|
|
South Africa
|
Share Transactions Totally Electronic (STRATE) Ltd.
|
|
|
|
|
Spain
|
IBERCLEAR
|
|
|
|
|
Sri Lanka
|
Central Depository System (Pvt) Limited
|
|
|
|
|
Sweden
|
V’rdepapperscentralen VPC AB
(Swedish Central Securities Depository)
|
|
|
|
|
Switzerland
|
SegaIntersettle AG (SIS)
|
|
|
|
|
Taiwan R.O.C.
|
Taiwan Depository and Clearing Corporation
|
|
|
|
|
Thailand
|
Thailand Securities Depository Company Limited
|
|
|
|
|
Togo
|
Dépositaire Central - Banque de Règlement
|
|
|
|
|
Trinidad and Tobago
|
Trinidad and Tobago Central Bank
|
|
|
|
|
Tunisia
|
Société Tunisienne Interprofessionelle pour la Compensation et de Dépôts des Valeurs Mobilières (STICODEVAM)
|
|
|
|
|
Turkey
|
Central Bank of Turkey
|
|
|
|
Central Registry Agency
|
|
|
|
|
Uganda
|
Bank of Uganda
|
|
|
|
|
Ukraine
|
Mizhregionalny Fondovy Souz
|
|
|
|
National Bank of Ukraine
|
|
|
|
|
United Arab Emirates
|
Clearing and Depository System, a department of the Dubai Financial Market
|
|
|
|
|
United Kingdom
|
CrestCo.
|
|
|
|
|
Uruguay
|
Banco Central del Uruguay
|
|
|
|
|
Venezuela
|
Banco Central de Venezuela
|
|
|
|
Caja Venezolana de Valores
|
|
|
|
|
Vietnam
|
Vietnam Securities Depository
|
|
|
|
|
Zambia
|
Bank of Zambia
|
|
|
|
LuSE Central Shares Depository Limited
|
TRANSNATIONAL
|
|
Euroclear
|
|
Clearstream Banking, S.A.
|
|
AMENDMENT TO CUSTODIAN AGREEMENT
Amendment dated as of May 2, 2011, to the Global Custody Agreement, dated as of December 14, 2006, as amended, by and between State Street Bank and Trust Company (the "Bank") and each of the Customers listed on Appendix A thereto, on behalf of itself or its listed Portfolios (the “Custodian Agreement”).
The Bank and each of the Customers listed on Appendix A hereby agree to replace the present Appendix A with the updated Appendix below, to reflect all Customers who are parties to the Custodian Agreement as of such date.
APPENDIX A
CUSTOMERS AND PORTFOLIOS
Dated as of May 2, 2011
The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.
CUSTOMER PORTFOLIO:
|
EFFECTIVE AS OF:
|
|
|
Fundamental Investors, Inc.
|
December 14,2006
|
The Growth Fund ofAmerica, Inc.
|
December 14,2006
|
The New Economy Fund
|
December 14,2006
|
SMALLCAP World Fund, Inc.
|
December 14,2006
|
American Funds Insurance Funds
|
December 14,2006
|
Blue Chip Income and Growth Fund
|
December 14,2006
|
Global Discovery Fund
|
December 14,2006
|
Global Growth Fund
|
December 14,2006
|
Global Small Capitalization Fund
|
December 14,2006
|
Growth Fund
|
December 14,2006
|
International Fund
|
December 14,2006
|
Growth-Income Fund
|
December 14,2006
|
Asset Allocation Fund
|
December 14,2006
|
Bond Fund
|
December 14,2006
|
High-Income Bond Fund
|
December 14,2006
|
U.S. GovernmentJAAA-Rated Securities Fund
|
December 14,2006
|
Cash Management Fund
|
December 14,2006
|
Global Growth and Income Fund
|
December 14,2006
|
New World Fund
|
December 14,2006
|
Global Bond Fund
|
December 14,2006
|
International Growth and Income Fund
|
October 1, 2008
|
Global Balanced Fund
|
May 2, 2011
|
Mortgage Fund
|
May 2, 2011
|
IN WITNESS WHEREOF, each of the Customers and the Bank have executed this Appendix A as of the date first-written above. Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between the Bank and each Customer on behalf of itself or each of its Portfolios.
Each of the Customers Listed on Appendix A
Attached Hereto, on behalf of Itself or
its Listed Portfolios
BY: CAPITAL RESEARCH AND
MANAGEMENT COMPANY*
|
STATE STREET BANK AND
TRUST COMPANY
|
|
|
By: /s/ Paul G. Haaga, Jr.
|
By: /s/ Michael F. Rogers
|
Name: Paul G. Haaga, Jr.
|
Name: Michael F. Rogers
|
Title: Chairman
|
Title: Executive Vice President
|
*
Pursuant to delegated authority
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
SHAREHOLDER SERVICES AGREEMENT
1. The parties to this Shareholder Services Agreement (the “Agreement”), which is effective as of June 18, 2012, are American Funds College Target Date Series, a Delaware statutory trust (the “Series”), and American Funds Service Company, a California corporation (“AFS”). The Series consists of the portfolios set forth on Exhibit A (“Funds”). 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. The effective dates of this Agreement with respect to the Funds are set forth on Exhibit A.
2. The Series hereby employs AFS, and AFS hereby accepts such employment by the Series, 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 Series may from time to time require, in respect of Class 529-A, Class 529-B, Class 529-C, Class 529-E, and Class 529-F-1 shares (“Class 529 shares” or “shares”) of the Series, as set forth on Exhibit A, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Series’ implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Series and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Series 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 Series, 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 Series, 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, or with Washington Management Corporation or any of its affiliated companies, to serve on the Review and Advisory Committee.
6. AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:
Annual account maintenance fee (paid monthly):
|
|
|
|
Fee per account (annual rate)
|
Rate
|
Broker controlled account (networked and street)
|
$0.84
|
Full service account
|
$16.00
|
The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.
Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Series.
7. a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Series 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.
b. During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit B hereto, as such schedule may be amended from time to time by mutual consent of the parties. The Series 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 Series and CRMC, CRMC or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.
8. It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of directors/trustees of the Series and all participating investment companies.
9. This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Series to be evidenced by affirmative vote of a majority of the members of the board of trustees of the Series.
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 Series will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Series may select, it being understood that all records relating to the Series, the Funds and the Funds’ shareholders are property of the Series.
11. In the event of a termination of this Agreement by the Series, the Series will pay to AFS as a termination fee each 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 Series and AFS, or between the Series 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 Series under this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Series or each Fund individually, but bind only the Series and each Fund. AFS agrees to look solely to the assets of each Fund for the satisfaction of any liability of the Funds in respect to this Agreement and will not seek recourse against such trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.
AMERICAN FUNDS SERVICE COMPANY
|
AMERICAN FUNDS COLLEGE
TARGET DATE SERIES
|
|
|
|
|
By: /s/ J. Steven Duncan
|
By /s/ Bradley J. Vogt
|
J. Steven Duncan
|
Bradley J. Vogt
|
President
|
Vice Chairman
|
|
|
By /s/ Angela M. Mitchell
|
By /s/ Steven I. Koszalka
|
Angela M. Mitchell
|
Steven I. Koszalka
|
Secretary
|
Secretary
|
EXHIBIT A
to the
Shareholder Services Agreement
Fund
|
Effective Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
EXHIBIT B
to the
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 each Fund’s shares, and shall provide such additional related services as each Fund’s shares may from time to time require.
1.
Record Maintenance
The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s shares in a Service Provider account (“Customers”) the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
2.
Shareholder Communications
Service Provider shall:
a. Provide to a shareholder mailing agent for the purpose of delivering certain Series-related materials, the names and addresses of all Customers. The Series-related materials shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Series-related materials to its Customers.
b. Deliver current Series 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 each Fund owned by such Customer and the net asset value of shares of each Fund as of a recent date.
d. Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Funds.
e. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.
f. If the Service Provider accepts transactions in the Funds’ 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 Funds, 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 Funds, 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 example, reporting gross proceeds of sales transactions).
5.
Series Communications
The Service Provider shall, upon request by the Series, 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 Series with a monthly invoice.
6.
Coordination, Oversight and Monitoring of Service Providers
As set forth in the Administrative Services Agreement between the Series 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 Series-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, American Funds College Target Date Series (the “Series”), is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that consists of the funds set forth on Exhibit B
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares of beneficial interest (collectively “Class 529 shares” or 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 Series and to other investment companies;
WHEREAS, the Series wishes to have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Series 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 Series’ shares on the terms and conditions set forth herein; and
WHEREAS, the Series and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such administrative services for each Fund’s shares;
NOW, THEREFORE,
In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto 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.
Effective Date and Termination of Agreement
. This Agreement shall become effective on
June 18, 2012
and unless terminated sooner it shall continue in effect until December 31, 2012. It may thereafter be continued from year to year only with the approval of a majority of those Trustees of the Series who are not “interested persons” of the Series (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”).
The effective and termination dates of this Agreement with respect to the Funds are set forth on Exhibit B.
This Agreement may be terminated as to the Series as a whole or any Fund in the Series or class of shares of the Funds individually at any time by vote of a majority of the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Series.
3.
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.
4.
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 Series.
5.
Issuance of Additional Series of Funds
. This Agreement shall apply to any funds added to the Series that offer Class 529 shares unless the Series’ Independent Trustees otherwise provide.
6.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of
June 18, 2012
.
CAPITAL RESEARCH AND MANAGEMENT COMPANY
|
AMERICAN FUNDS COLLEGE
TARGET DATE SERIES
|
|
|
|
|
By:
/s/ Timothy D. Armour
|
By
/s/ Bradley J. Vogt
|
Timothy D. Armour
|
Bradley J. Vogt
|
President
|
Vice Chairman
|
|
|
By
/s/ Michael J. Downer
|
By
/s/ Steven I. Koszalka
|
Michael J. Downer
|
Steven I. Koszalka
|
Senior Vice President and Secretary
|
Secretary
|
EXHIBIT A
to the
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 Series. Such assistance shall include, but not be limited to, responding to a variety of inquiries such as cost basis information, share class conversion policies, distribution requirements, Series investment policies and Series 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 Series and detailed Series 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 Series.
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) to monitor compliance with the Series prospectus and
the CollegeAmerica program description.
EXHIBIT B
to the
Administrative Services Agreement
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between [Name of fund], a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Board Member”).
WHEREAS, the Board Member is a trustee of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and
WHEREAS, the Agreement and Declaration of Trust of the Fund (the “Trust Instrument”) and By-Laws of the Fund and applicable federal and Delaware laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below. Certain capitalized terms used herein are defined in Section 5.
1.
Indemnification
.
The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Trust Instrument and By-Laws of the Fund and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1. The Fund’s Board of Trustees shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Trust Instrument or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.
(a)
Special Condition
. With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
(b)
Special Process Condition
. With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in Disabling Conduct. Such reasonable and fair means shall be established in conformity with then applicable federal and Delaware law and administrative interpretations. In any determination with respect to Disabling Conduct, a trustee requesting indemnification who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such trustee did not engage in such conduct while acting in his or her capacity as a trustee.
(c)
State Law Restrictions
. In accordance with the Delaware Statutory Trust Act, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.
2.
Advancement of Expenses
.
The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.
(a)
Affirmation of Conduct.
A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable federal and Delaware law.
(b)
Special Conditions to Advancement
. With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable federal and Delaware law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in Disabling Conduct and ultimately will be entitled to indemnification. In forming such a reasonable belief, the Board of Trustees shall act in conformity with then applicable federal and Delaware law and administrative interpretations, and shall afford a trustee requesting an advance who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such trustee did not engage in Disabling Conduct while acting in his or her capacity as a trustee.
3.
Procedure for Determination of Entitlement to Indemnification and Advancements
.
A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member. The Secretary of the Fund shall promptly advise the Board of such request.
(a)
Methods of Determination.
Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law. The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination. The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination. Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.
(b
) Independent Counsel.
If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel.
If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.
The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.
(c)
Failure to Make Timely Determination.
If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
(d)
Payment Upon Determination of Entitlement.
If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information). If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction of the Board Member’s entitlement to such indemnification or advancements. The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law.
(e)
Appeal of Adverse Determination.
If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction. Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.
(f)
Expenses of Appeal.
If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein. If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.
(g)
Validity of Agreement
. In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.
4.
General Provisions.
(a)
Non-Exclusive Rights
. The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(b)
Continuation of Provisions
. This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto. Unless required by applicable federal or Delaware law, no amendment of the Trust Instrument or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal. In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.
(c)
Selection of Counsel
. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.
(d)
D&O Insurance
. For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Trustees of the Fund.
(e)
Subrogation
. In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.
(f)
Notice of Proceedings.
The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.
(g)
Notices.
All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, (2) by nationally recognized overnight courier service or (3) by tested electronic means.
(h)
Severability.
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
(i)
Modification and Waiver.
This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.
(j)
Headings.
The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
(k)
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.
(l)
Applicable Law.
This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.
5.
Definitions
. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Board” means the board of trustees of the Fund, excluding those members of the board of trustees who are not eligible under applicable federal or Delaware law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of Trustees are eligible to participate, Board shall mean Independent Counsel.
(b) “Disabling Conduct” shall be as defined in Section 1.
(c) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or acting as a witness in a Proceeding.
(d) “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.
(e) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.
(f) “Independent Board Member” shall mean a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.
(g) “Liability shall be as defined in Section 1.
(h) “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.
(i) The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a trustee, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, trustee, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.
Dated:
a Delaware Statutory Trust
By:
Name:
Title:
Secretary
Address for notices:
Name:
Address for notices:
[LETTERHEAD OF BINGHAM McCUTCHEN LLP]
June 19, 2012
American Funds College Target Date Series
6455 Irvine Center Drive
Irvine, California 92618-4518
Ladies and Gentlemen:
We have acted as counsel to American Funds College Target Date Series, a Delaware statutory trust (the “Trust”), in connection with Pre-Effective Amendment Number 1 to the Trust’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission on or about June 21, 2012 (the “Registration Statement”), with respect to the issuance of shares of beneficial interest (the “Shares”) of each of the American Funds College 2030 Fund, American Funds College 2027 Fund, American Funds College 2024 Fund, American Funds College 2021 Fund, American Funds College 2018 Fund, American Funds College 2015 Fund and American Funds College Enrollment Fund, each a series 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:
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(a)
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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;
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(b)
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A copy, certified by the Secretary of State of the State of Delaware, of the Trust’s Certificate of Trust dated April 12, 2012, filed with the Secretary of State (the “Certificate of Trust”);
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(c)
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A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Agreement and Declaration of Trust (the “Declaration”), the Trust’s By-Laws (the “By-Laws”), and the resolutions adopted by the Trustees of the Trust authorizing the issuance of the Shares (the “Resolutions”); and
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(d)
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A proof, received on June 19, 2012, of the Registration Statement.
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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 Securities and Exchange Commission will be in substantially the form of the proof referred to in paragraph (d) above. We have also assumed for the purposes of this opinion that the Declaration, the Certificate of Trust and the Resolutions will not have been amended,
modified or withdrawn and will be in full force and effect on the date of issuance of 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 transaction 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. 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 and the Registration Statement, will be validly issued, fully paid, and nonassessable by the Trust.
This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ BINGHAM McCUTCHEN LLP
BINGHAM McCUTCHEN LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Pre-Effective Amendment No. 1 to Registration Statement No. 333-180729 on Form N-1A of our report dated June 18, 2012, relating to the statements of assets and liabilities of the American Funds College Target Date Series, comprising the
American Funds College 2030 Fund, American Funds College 2027 Fund, American Funds College 2024 Fund, American Funds College 2021 Fund, American Funds College 2018 Fund, American Funds College 2015 Fund, and American Funds College Enrollment Fund
, appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us under the headings "Independent registered public accounting firm" and “Prospectus, reports to shareholders and proxy statements” in the such Statement of Additional Information, which are part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 21, 2012
American Funds College Target Series
6455 Irvine Center Drive
Irvine, California 92618
Phone (213) 486 9447
Fax (213) 486 9455
E-mail: siik@capgroup.com
Steven I. Koszalka
Secretary
June 13, 2012
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071
Re:
Investment Letter
Gentlemen and Ladies:
American Funds College Target Date Series, a Delaware statutory trust (the “Series”), hereby offers to sell to you 10,000 shares of its Class A shares of beneficial interest, to be divided among the Series’ seven (7) portfolios, no par value, (the “Shares”) at a price of $10.00 per share upon the following terms and conditions:
You agree to pay to the Series the aggregate purchase price of $100,000.00 against delivery of a statement confirming the registration of the Shares in your name.
You represent to the Series that you are purchasing the Shares for your own account for investment purposes and not with the present intention of redeeming or reselling the Shares and that the purchase price of such Shares is in payment for an equity interest and does not represent a loan or temporary advance by you.
You understand that you are obligated to pay certain expenses incurred in connection with the organization of the Series, as shall be reflected in an Investment Advisory and Service Agreement between you and the Series. You agree that you will not redeem any of the Shares while any portion of such organizational expenses has not been paid by you.
Very truly yours,
AMERICAN FUNDS COLLEGE TARGET SERIES
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By
/s/ Steven I. Koszalka
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Steven I. Koszalka
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Confirmed and agreed to June 13, 2012
CAPITAL RESEARCH AND MANAGEMENT COMPANY
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By
/s/ Michael J. Downer
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Michael J. Downer
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Senior Vice President and Secretary
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PLAN OF DISTRIBUTION
of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its
CLASS 529-A SHARES
WHEREAS, American Funds College Target Date Series (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers
shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its Class 529-A shares; and
WHEREAS, the Board of Trustees of the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;
NOW, THEREFORE, the Trust adopts this Plan as follows:
1.
Payments to Distributor
.
The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average daily net assets of the each Fund’s Class 529-A shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of each Fund’s Class 529-A shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-A shares of each Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-A shares of each Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to each Fund’s Class 529-A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-A shares of each Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2012. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on Exhibit A.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
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that such agreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-A shares of each Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
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that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-A shares of each Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-A shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust.
8.
Issuance of Additional Series of Funds
.
This Plan shall apply to any additional funds added to the Trust that offer Class 529-A shares unless the Trust’s Independent Trustees otherwise provide.
9.
Record Retention
.
The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Walter R. Burkley
Walter R. Burkley
President and
Principal Executive Officer
By
/s/ Steven I. Koszalka
Steven I. Koszalka
Secretary
EXHIBIT A
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-A shares
Fund
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Effective Date
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Termination Date
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American Funds College 2030 Fund
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June 18, 2012
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December 31, 2012
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American Funds College 2027 Fund
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June 18, 2012
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December 31, 2012
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American Funds College 2024 Fund
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June 18, 2012
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December 31, 2012
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American Funds College 2021 Fund
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June 18, 2012
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December 31, 2012
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American Funds College 2018 Fund
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June 18, 2012
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December 31, 2012
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American Funds College 2015 Fund
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June 18, 2012
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December 31, 2012
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American Funds College Enrollment Fund
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June 18, 2012
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December 31, 2012
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PLAN OF DISTRIBUTION
of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its
Class 529-B SHARES
WHEREAS, American Funds College Target Date Series (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers
shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its Class 529-B shares; and
WHEREAS, the Board of Trustees of the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;
NOW, THEREFORE, the Trust adopts this Plan as follows:
1.
Payments to Distributor
.
The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of each Fund’s Class 529-B shares. Notwithstanding the foregoing, the Distributor will retain the Service Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned. The categories of expenses are as follows:
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a.
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Service Fees.
The Trust shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of each Fund’s Class 529-B shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-B shares of the Funds.
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b.
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Distribution Fees.
The Trust shall pay to the Distributor monthly in arrears its “Allocable Portion” as described in Exhibit B to this Plan (“Allocation Schedule”), and until such time as the Trust designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of each Fund’s Class 529-B shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-B shares of the Funds.
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The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Trust under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Trust may have against the Distributor, it being understood that the Trust is not releasing the Distributor from any of its obligations to the Trust under the Agreement or any of the assets the Distributor continues to own. The Trust may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Trust and the Distributor relating to each Fund’s Class 529-B shares shall provide that:
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(i)
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the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
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(ii)
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notwithstanding anything to the contrary in this Plan or the Agreement, the Trust’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Trust) except:
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(a)
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to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after June 18, 2012, or
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(b)
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on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Funds, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
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(c)
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in connection with a Complete Termination (as defined below) of this Plan by the Trust;
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(iii)
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the Trust will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Trust’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
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(iv)
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notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-B shares of each Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-B shares of the Funds;
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(v)
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except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Trust’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-B shares of the Funds shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
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(vi)
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until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-B shares of a Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-B shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-B shares of a Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-B shares and all Class B shares, the termination of the distribution plans relating to Class 529-B shares and Class B shares and principal underwriting agreements with respect to Class 529-B shares and Class B shares, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of all Class 529-B shares and all Class B shares of the Funds and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of a Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-B shares, the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class 529-B shares or the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
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(a)
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the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
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(b)
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such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of a Fund, the Date of Original Issuance of which occurs on or prior to such termination.
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2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to each Fund’s Class 529-B shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-B shares of each Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2012. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on Exhibit A.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
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that such agreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-B shares of each Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-B shares of each Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-B shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust.
8.
Issuance of Additional Series of Funds
.
This Plan shall apply to any additional funds added to the Trust that offer Class 529-B shares unless the Trust’s Independent Trustees otherwise provide.
9.
Record Retention
.
The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Walter R. Burkley
Walter R. Burkley
President and
Principal Executive Officer
By
/s/ Steven I. Koszalka
Steven I. Koszalka
Secretary
EXHIBIT A
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-B shares
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
EXHIBIT B
to the
Plan of Distribution of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its Class 529-B shares
ALLOCATION SCHEDULE
The following relates solely to Class 529-B shares.
The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares of each Fund shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor (“
Successor Distributor
”) in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
“
Commission Share
” means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
“
Date of Original Issuance
” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
“
Free Share
” means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
“
Inception Date
” means in respect of a Fund, the first date on which the Fund issued shares.
“
Net Asset Value
” means the net asset value determined as set forth in the Prospectus.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-B SHARES
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “
Redeeming Fund
”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.:
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month
|
C=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A=
|
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B=
|
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its
CLASS 529-C SHARES
WHEREAS, American Funds College Target Date Series (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers
shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its Class 529-C shares; and
WHEREAS, the Board of Trustees of the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;
NOW, THEREFORE, the Trust adopts this Plan as follows:
1.
Payments to Distributor
.
The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of each Fund’s Class 529-C shares. The categories of expenses are as follows:
a.
Service Fees.
The Trust shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.25% per annum of the net asset value of each Fund’s Class 529-C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-C shares of each Fund.
b.
Distribution Fees.
The Trust shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” as described in Exhibit B to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of each Fund’s Class 529-C shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-C shares of each Fund. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Trust under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Trust may have against the Distributor, it being understood that the Trust is not releasing the Distributor from any of its obligations to the Trust under the Agreement or any of the assets the Distributor continues to own. The Trust may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Trust and the Distributor relating to each Fund’s Class 529-C shares shall provide that:
|
(i)
|
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
|
|
(ii)
|
notwithstanding anything to the contrary in this Plan or the Agreement, the Trust’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Trust) except:
|
|
(a)
|
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after June 18, 2012, or
|
|
(b)
|
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Funds, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
|
|
(c)
|
in connection with a Complete Termination (as defined below) of this Plan by the Trust;
|
|
(iii)
|
the Trust will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Trust’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
|
|
(iv)
|
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-C shares of each Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-C shares of the Funds;
|
|
(v)
|
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Trust’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-C shares of the Funds shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
|
|
(vi)
|
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-C shares of a Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-C shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-C shares of a Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-C shares of the Fund, and until such time as the Trust designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-C shares of a Fund, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of a Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of a Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class 529-C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
|
(a) the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
(b) such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of a Fund, the Date of Original Issuance of which occurs on or prior to such termination.
Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to each Fund’s Class 529-C shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-C shares of each Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2012. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on Exhibit A.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-C shares of each Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-C shares of each Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-C shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust.
8.
Issuance of Additional Series of Funds
.
This Plan shall apply to any additional funds added to the Trust that offer Class 529-C shares unless the Trust’s Independent Trustees otherwise provide.
9.
Record Retention
.
The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Walter R. Burkley
Walter R. Burkley
President and
Principal Executive Officer
By
/s/ Steven I. Koszalka
Steven I. Koszalka
Secretary
EXHIBIT A
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-C shares
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
EXHIBIT B
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-C shares
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 of each Fund shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each Class 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any Class 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each Class 529-C share of the Fund, other than a Commission Share (including, without limitation, any Class 529-C share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus.
“
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 the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
Where
A=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month
|
C=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A=
|
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B=
|
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its
CLASS 529-E SHARES
WHEREAS, American Funds College Target Date Series (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers
shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its Class 529-E shares; and
WHEREAS, the Board of Trustees of the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;
NOW, THEREFORE, the Trust adopts this Plan as follows:
1.
Payments to Distributor
.
The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average daily net assets of the each Fund’s Class 529-E shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average daily net assets of each Fund’s Class 529-E shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-E shares of each Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-E shares of each Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to each Fund’s Class 529-E shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-E shares of each Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2012. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on Exhibit A.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-E shares of each Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-E shares of each Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-E shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust.
8.
Issuance of Additional Series of Funds
.
This Plan shall apply to any additional funds added to the Trust that offer Class 529-E shares unless the Trust’s Independent Trustees otherwise provide.
9.
Record Retention
.
The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Walter R. Burkley
Walter R. Burkley
President and
Principal Executive Officer
By
/s/ Steven I. Koszalka
Steven I. Koszalka
Secretary
EXHIBIT A
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-E shares
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
relating to its
CLASS 529-F-1 SHARES
WHEREAS, American Funds College Target Date Series (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers
shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its Class 529-F-1 shares; and
WHEREAS, the Board of Trustees of the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;
NOW, THEREFORE, the Trust adopts this Plan as follows:
1.
Payments to Distributor
.
The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average daily net assets of the each Fund’s Class 529-F-1 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of each Fund’s Class 529-F-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-F-1 shares of each Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-F-1 shares of each Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to each Fund’s Class 529-F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-F-1 shares of each Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2012. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on Exhibit A.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-F-1 shares of each Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-F-1 shares of each Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-F-1 shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Trust.
8.
Issuance of Additional Series of Funds
.
This Plan shall apply to any additional funds added to the Trust that offer Class 529-F-1 shares unless the Trust’s Independent Trustees otherwise provide.
9.
Record Retention
.
The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its officers thereunto duly authorized, as of June 18, 2012.
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
By
/s/ Walter R. Burkley
Walter R. Burkley
President and
Principal Executive Officer
By
/s/ Steven I. Koszalka
Steven I. Koszalka
Secretary
EXHIBIT A
to the
Plan of Distribution of American Funds College Target Date Series
relating to its Class 529-F-1 shares
Fund
|
Effective Date
|
Termination Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
December 31, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
December 31, 2012
|
AMERICAN FUNDS COLLEGE TARGET DATE SERIES
MULTIPLE CLASS PLAN
WHEREAS, American Funds College Target Date Series (the “Series”), 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
consists of a series of funds set forth on Exhibit A
(each a “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;
WHEREAS, each Fund offers shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Series;
WHEREAS, the Series has adopted Plans of Distribution (each a “12b-1 Plan”) under which each 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 each Fund’s shares;
WHEREAS, the Series has entered into a Shareholder Services Agreement with American Funds Service Company under which each Fund may bear certain transfer agency expenses for its shares;
WHEREAS, each Fund is authorized to issue the following classes of shares of beneficial interest: Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares (collectively, “Class 529 shares”);
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”) setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and
WHEREAS, the Board of Trustees of the Series has determined, that it is in the best interest of each class of shares of each Fund individually, and the Series as a whole, to adopt this Plan;
NOW THEREFORE, the Series adopts the Plan as follows:
1. Each class of shares will represent interests in the same portfolio of investments of each 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 Funds 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 Series’ 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 a 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 Series and the Funds 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 a Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Series; and (ii) those Trustees of the Series who are not “interested persons” of the Series (as defined in the 1940 Act) (“Independent Trustees”).
3. Consistent with the general provisions of section 2(b), above, each class of shares of each Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:
|
(a)
|
Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares
|
(i)
The Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the
Series’
prospectus and SAI.
(ii) The Class 529-B and Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Series’ prospectus and SAI.
(iii) The Class 529-E and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.
(iv) Class 529-A shares shall be subject to an annual 12b-1 expense under the Series’ Class 529-A Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Series’ prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.
(v) Class 529-B shares shall be subject to an annual 12b-1 expense under the Series’ Class 529-B Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Series’ prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of up to 0.25% of such average daily net assets.
(vi) Class 529-C shares shall be subject to an annual 12b-1 expense under the Series’ Class 529-C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Series’ prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.
(vii) Class 529-E shares shall be subject to an annual 12b-1 expense under the Series’ Class 529-E Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Series’ prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.
(viii) Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Series’ Class 529-F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Series’ prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.
(ix) The Class 529 shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. In calculating transfer agent fees allocable to the Class 529 shares, the fees generated by the Series shall be allocated to each 529 share class based on their relative net assets.
(x) The Class 529 shares shall be subject to a 529 plan services fee of up to 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Series’ prospectus and SAI.
All other rights and privileges of each Fund’s 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 Series and (ii) the Independent Trustees. The effective dates of this Agreement with respect to the Funds are set forth on Exhibit A.
5. This Plan shall become effective with respect to any class of shares of the Funds in the Series
(or any class of shares of any Fund added to the Series in the future),
other than Class 529 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 Series; and (ii) the 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 Series and (ii) Independent Trustees.
7. This Plan may be terminated at any time with respect to the Funds as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Series and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Funds even if it has been terminated in accordance with this paragraph with respect to any other class of shares.
[Reminder of Page Left Blank]
IN WITNESS WHEREOF, the Series has caused this Plan to be executed by its officers thereunto duly authorized, as June 18, 2012.
AMERICAN FUNDS COLLEGE
TARGET DATE SERIES
|
|
|
By:
/s/ Walter R. Burkley
|
Walter R. Burkley
|
President and Principal Executive Officer
|
|
|
By:
/s/
Steven I. Koszalka
|
Steven I. Koszalka
|
Secretary
|
EXHIBIT A
to the
Multiple Class Plan
Fund
|
Effective Date
|
American Funds College 2030 Fund
|
June 18, 2012
|
American Funds College 2027 Fund
|
June 18, 2012
|
American Funds College 2024 Fund
|
June 18, 2012
|
American Funds College 2021 Fund
|
June 18, 2012
|
American Funds College 2018 Fund
|
June 18, 2012
|
American Funds College 2015 Fund
|
June 18, 2012
|
American Funds College Enrollment Fund
|
June 18, 2012
|
The Capital Group Companies
Code of Ethics
The following is the Code of Ethics for the Capital Group Companies, which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all Capital associates.
Introduction
Associates of the Capital Group Companies (Capital) are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.
Capital’s Code of Ethics (Code of Ethics) requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.
As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capital’s business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.
It is important that all associates comply with the Code of Ethics, including its related guidelines and policies.
Failure to do so could result in disciplinary action, including termination.
Questions regarding the Code of Ethics may be directed to the Code of Ethics team.
Guidelines
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. Please see below for a summary of the Insider Trading Policy.
Associates are responsible for safeguarding confidential information relating to investment research and fund and client holdings, including analyst research reports, investment meeting discussions/notes, and current fund/client transaction information. Associates should not trade based on Capital’s confidential and proprietary investment information.
Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for Capital).
Extravagant or excessive gifts and entertainment
Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.
No special treatment from broker-dealers
Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse 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 and any immediate family member residing in the same household.
Ban on Initial Public Offerings (IPOs)
Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
Outside business interests/affiliations
Board of Directors/Advisory Board Member
Associates are discouraged from serving on the board of directors or advisory board of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds, or (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital and (3) boards of non-profit and charitable organizations.
Material business ownership interest and affiliations
Material business ownership interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of at least 5% or more of public or private companies that are or potentially may do business with Capital or American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.
Any questions may be directed to the Code of Ethics team.
Other guidelines
Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.
Reporting requirements
Annual certification of the Code of Ethics
All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code should be directed to the associate’s manager or the Code of Ethics team.
Reporting violations
All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: 1) fraud or illegal acts involving any aspect of Capital’s business; 2) noncompliance with applicable laws, rules and regulations; 3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or 4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.
Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.
Associates may also contact:
·
|
The Chief Compliance Officer of CRMC or CGTC
|
·
|
Legal counsel employed with Capital
|
Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.
Policies
Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.
Gifts and Entertainment Policy
Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:
·
|
An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 (or the local currency equivalent) in a 12-month calendar year period.
|
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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 Gifts and Entertainment Committee.
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Gifts or entertainment extended by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials—especially those responsible for investing public funds.
Reporting
The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).
Charitable contributions
A
ssociates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties.
Gifts and Entertainment Committee
The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the staff of the Gifts and Entertainment Committee.
Political Contributions Policy
Making political
contributions
Associates should avoid making political contributions or engaging in activities that directly support officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms.
Associates may not use Capital offices or equipment (including email or telephones) to engage in political fundraising or solicitation
. To the extent an associate volunteers time on behalf of a candidate or political organization, those activities should be limited to non-work hours.
Guidelines for political contributions and activities within the U.S.
In addition to the limitations described above, specific rules exist for political contributions and activities
within the U.S.
Under Capital’s policy related to U.S. political contributions, certain associates are deemed to be “restricted” by virtue of
working for one of our investment management companies (or other groups) that could be providing services to U.S. public plans either directly or through an investment in one of our funds. Restricted Associates
are subject to specific requirements as described below with respect to contributions made to government officials or candidates, Political Action Committees, or political parties. All other Capital associates are encouraged to seek guidance with respect to contributions to any official or candidate who may be in a position to influence decisions to award business to an investment management firm.
Restricted Associates are subject to the following requirements with respect to contributions made to government officials or candidates, Political Action Committees, or political parties within the U.S.:
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Prior to making any kind of contribution to 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, Restricted Associates must obtain the appropriate legal documentation and receive approval from the staff of the Political Contributions Committee.
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Legal documentation and approval from the staff of the Political Contributions Committee are also required for contributions to any Political Action Committee (PAC) or similar political organization.
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Contributions to state or local political parties are not permitted.
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Contributions to federal political parties cannot be directed to any state or local official or candidate.
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Restricted associates may not coordinate or solicit contributions on behalf of a state or local government official or candidate or PAC without the appropriate certification and preclearance as described above.
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All Restricted Associates will be required to report any political contributions made or certify that they have made no contributions each calendar quarter.
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The full Political Contributions Policy includes several sample certifications and letters that may be used with political candidates, PACs and political parties explaining Capital’s policies and requirements. Exceptions to the documentation requirements may be granted on a case-by-case basis.
Questions regarding the Political Contributions Policy and requests for approval may be directed to the staff of the Political Contributions Committee.
Special political contribution requirements
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CollegeAmerica
Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute PAC (ICI PAC).
Political Contributions Committee
The Political Contributions Committee oversees the administration of the Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the staff of the Political Contributions Committee.
Insider Trading Policy
Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.
While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.
Personal Investing Policy
This policy applies only to “covered associates.” Special rules apply to certain associates in some non-US offices.
Introduction
Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and Capital’s policies place a responsibility on all associates to ensure that the highest standards of honesty and integrity are maintained at all times.
There are several rules that must be followed to avoid possible conflicts of interest regarding personal investments. Keep in mind, however, that placing the interests of fund shareholders and clients first is the core principle of the Code of Ethics and applies even if the matter is not covered by a specific provision. The following is only a summary of the Personal Investing Policy.
Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearances and/or transactions.
Covered Associates
“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates
include
the associate’s spouse and other immediate family members (for example, children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.
Additional rules apply to Investment Professionals
“Investment Professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, portfolio specialists, investment specialists, traders, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.
Questions regarding coverage status should be directed to the staff of the Personal Investing Committee.
Prohibited transactions
The following transactions are prohibited:
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Initial Public Offering (IPO) investments
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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).
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Short selling of securities subject to preclearance
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Investments by Investment Professionals in short ETFs except those based on certain broad-based indices
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Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
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Writing puts and calls on securities subject to preclearance
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Reporting requirements
Covered associates are required to report their securities accounts, holdings and transactions. An electronic reporting platform will be made available for quarterly and annual disclosures.
Preclearance of securities transactions
Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.
Before buying or selling securities, including securities that are not publicly traded, covered associates must check with the staff of the Personal Investing Committee.
Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time.
Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional policies for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.
Additional policies for Investment Professionals
Disclosure of personal and professional holdings (cross-holdings)
Portfolio counselors/managers, investment analysts, portfolio specialists and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research coverage areas. This disclosure will be reviewed by the staff of the Personal Investing Committee and may also be reviewed by various Capital committees.
If disclosure has not already been made to the Personal Investing Committee, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines
.
In addition, portfolio counselors/managers, investment analysts, portfolio specialists and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).
Blackout periods
Investment Professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated. In addition, in instances where the fund or client accounts are active in fixed income assets, the blackout period will apply across all management companies, regardless of the management company with which the associate is affiliated.
If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an Investment Professional, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.
Ban on short-term trading
Investment Professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction does not apply to securities that are not subject to preclearance. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option
and
the sale of an option,
or
the purchase of an option
and
the exercise of the option and sale of shares within 60 days. Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.
Exchange-traded funds (ETFs) and index funds
Investment Professionals should preclear ETFs and index funds (for example, UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices.
Note: Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.
Penalties for violating the Personal Investing Policy
Covered associates may be subject to penalties for violating the Personal Investing Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual certification forms. Failure to adhere to the Personal Investing Policy could also result in disciplinary action, including termination.
Personal Investing Committee
The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.
Questions regarding the Personal Investing Policy may be directed to the staff of the Personal Investing Committee.
T
he 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:
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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.
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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.
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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.
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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.
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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.
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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.
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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:
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Adhering to a high standard of business ethics; and
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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.
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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.
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Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
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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.
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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.
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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.
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6.
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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.
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December 2005