0000051931-18-000215.txt : 20180228 0000051931-18-000215.hdr.sgml : 20180228 20180228111911 ACCESSION NUMBER: 0000051931-18-000215 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20180228 DATE AS OF CHANGE: 20180228 EFFECTIVENESS DATE: 20180301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-10811 FILM NUMBER: 18648891 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (MICG) CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-486-9200 MAIL ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (MICG) CITY: LOS ANGELES STATE: CA ZIP: 90071 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00116 FILM NUMBER: 18648893 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (MICG) CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-486-9200 MAIL ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (MICG) CITY: LOS ANGELES STATE: CA ZIP: 90071 0000051931 S000009597 INVESTMENT CO OF AMERICA C000026214 Class A AIVSX C000026215 Class R-1 RICAX C000026216 Class R-2 RICBX C000026217 Class R-3 RICCX C000026218 Class R-4 RICEX C000026219 Class R-5 RICFX C000026221 Class C AICCX C000026222 Class F-1 AICFX C000026223 Class 529-A CICAX C000026225 Class 529-C CICCX C000026226 Class 529-E CICEX C000026227 Class 529-F-1 CICFX C000068572 Class F-2 ICAFX C000077857 Class R-6 RICGX C000148444 Class R-2E RIBEX C000164820 Class R-5E RICHX C000180008 Class F-3 FFICX C000189430 Class 529-T TIACX C000189431 Class T TICAX 485BPOS 1 ica485bpos.htm

 

 

 

SEC File Nos. 002-10811

811-00116

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

 

Registration Statement

Under

the Securities Act of 1933

Post-Effective Amendment No. 142

 

and

 

Registration Statement

Under

the Investment Company Act of 1940

Amendment No. 66

 

 

THE INVESTMENT COMPANY OF AMERICA

(Exact Name of Registrant as Specified in Charter)

 

333 South Hope Street

Los Angeles, California 90071-1406

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code:

(213) 486-9200

 

 

Laurie D. Neat, Secretary

The Investment Company of America

333 South Hope Street

Los Angeles, California 90071-1406

(Name and Address of Agent for Service)

 

 

Copies to:

Eric A.S. Richards

O'Melveny & Myers LLP

400 South Hope Street

Los Angeles, California 90071-2899

(Counsel for the Registrant)

 

 

Approximate date of proposed public offering:

It is proposed that this filing become effective on March 1, 2018, pursuant to paragraph (b) of Rule 485.

 

 
 

 

   
 

The Investment
Company of America®

Prospectus

March 1, 2018

 
                     
Class A C T F-1 F-2 F-3 529-A 529-C 529-E 529-T
  AIVSX AICCX TICAX AICFX ICAFX FFICX CICAX CICCX CICEX TIACX
Class 529-F-1 R-1 R-2 R-2E R-3 R-4 R-5E R-5 R-6  
  CICFX RICAX RICBX RIBEX RICCX RICEX RICHX RICFX RICGX  

Table of contents

   
Investment objectives 1
Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 4
Investment results 5
Management 7
Purchase and sale of fund shares 7
Tax information 7
Payments to broker-dealers and other financial intermediaries 7
Investment objectives, strategies and risks 8
Management and organization 11
Shareholder information 14
Purchase, exchange and sale of shares 15
How to sell shares 20
Distributions and taxes 23
Choosing a share class 24
Sales charges 25
Sales charge reductions and waivers 28
Rollovers from retirement plans to IRAs 35
Plans of distribution 36
Other compensation to dealers 37
Fund expenses 38
Financial highlights 40
Appendix 45

 

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


 
 

 

Investment objectives The fund’s investment objectives are to achieve long-term growth of capital and income.

Fees and expenses of the fund This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. In addition to the fees and expenses described below, you may also be required to pay brokerage commissions on purchases and sales of Class F-2 or F-3 shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional, in the “Sales charge reductions and waivers” sections on page 28 of the prospectus and on page 61 of the fund’s statement of additional information, and in the sales charge waiver appendix to this prospectus.

             
Shareholder fees (fees paid directly from your investment)
Share class: A and
529-A
C and
529-C
529-E T and
529-T
All F and 529-F share classes All R
share
classes
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75% none none 2.50% none none
Maximum deferred sales charge (load) (as a percentage of the amount redeemed) 1.001 1.00% none none none none
Maximum sales charge (load) imposed on reinvested dividends none none none none none none
Redemption or exchange fees none none none none none none
               
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
Share class: A C T F-1 F-2 F-3 529-A
Management fees 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24%
Distribution and/or service (12b-1) fees 0.242 0.99 0.25 0.25 none none 0.232
Other expenses 0.10 0.15 0.153 0.19 0.17 0.073 0.20
Total annual fund operating expenses 0.58 1.38 0.64 0.68 0.41 0.31 0.67
               
Share class: 529-C 529-E 529-T 529-F-1 R-1 R-2 R-2E
Management fees 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24%
Distribution and/or service (12b-1) fees 0.98 0.50 0.25 0.00 1.00 0.74 0.60
Other expenses 0.21 0.17 0.203 0.20 0.16 0.41 0.25
Total annual fund operating expenses 1.43 0.91 0.69 0.44 1.40 1.39 1.09
               
Share class: R-3 R-4 R-5E R-5 R-6    
Management fees 0.24% 0.24% 0.24% 0.24% 0.24%    
Distribution and/or service (12b-1) fees 0.50 0.25 none none none    
Other expenses 0.21 0.16 0.20 0.11 0.06    
Total annual fund operating expenses 0.95 0.65 0.44 0.35 0.30    

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

2 Restated to reflect current fees.

3 Based on estimated amounts for the current fiscal year.

1     The Investment Company of America / Prospectus


 
 

 

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

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

                           
Share class: A C T F-1 F-2 F-3 529-A 529-C 529-E 529-T 529-F-1 R-1 R-2
1 year $ 631 $ 240 $ 314 $ 69 $ 42 $ 32 $ 640 $ 246 $ 93 $ 319 $ 45 $ 143 $ 142
3 years 750 437 450 218 132 100 777 452 290 465 141 443 440
5 years 880 755 598 379 230 174 927 782 504 625 246 766 761
10 years 1,259 1,657 1,028 847 518 393 1,362 1,713 1,120 1,087 555 1,680 1,669
                     
Share class: R-2E R-3 R-4 R-5E R-5 R-6 For the share classes listed to the right, you would pay the following if you did not redeem your shares: Share class: C 529-C
1 year $ 111 $ 97 $ 66 $ 45 $ 36 $ 31 1 year $ 140 $ 146
3 years 347 303 208 141 113 97 3 years 437 452
5 years 601 525 362 246 197 169 5 years 755 782
10 years 1,329 1,166 810 555 443 381 10 years 1,657 1,713

Portfolio turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results. During the fiscal year ended December 31, 2017, the fund’s portfolio turnover rate was 28% of the average value of its portfolio.

The Investment Company of America / Prospectus     2


 
 

 

Principal investment strategies The fund invests primarily in common stocks, most of which have a history of paying dividends. The fund’s equity investments are limited to securities of companies that are included on its eligible list. Securities are added to, or deleted from, the eligible list based upon a number of factors, such as the fund’s investment objectives and policies, whether a company is deemed to be an established company of sufficient quality 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.

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

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

3     The Investment Company of America / Prospectus


 
 

 

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

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

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

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

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

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

The Investment Company of America / Prospectus     4


 
 

 

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

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

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

5     The Investment Company of America / Prospectus


 
 

 

           
Average annual total returns For the periods ended December 31, 2017 (with maximum sales charge):
Share class Inception date 1 year 5 years 10 years Lifetime
A — Before taxes 1/1/1934 12.85% 13.60% 7.05% 12.11%
— After taxes on distributions   10.98 11.48 5.84 N/A
— After taxes on distributions and sale of fund shares 8.77 10.52 5.48 N/A
           
Share classes (before taxes) Inception date 1 year 5 years 10 years Lifetime
C 3/15/2001 17.77% 14.04% 6.82% 6.76%
F–1 3/15/2001 19.60 14.85 7.62 7.26
F–2 8/1/2008 19.94 15.16 N/A 9.94
529–A 2/15/2002 12.73 13.49 6.96 7.39
529–C 2/19/2002 17.71 13.96 6.76 7.35
529–E 3/1/2002 19.34 14.56 7.31 7.36
529–F–1 9/16/2002 19.88 15.09 7.82 9.22
R–1 6/6/2002 18.73 14.02 6.83 7.27
R–2 5/21/2002 18.75 14.05 6.82 7.01
R–2E 8/29/2014 19.14 N/A N/A 9.36
R–3 6/4/2002 19.28 14.53 7.31 7.67
R–4 5/28/2002 19.64 14.89 7.64 7.83
R-5E 11/20/2015 19.89 N/A N/A 14.81
R–5 5/15/2002 20.00 15.23 7.96 8.10
R–6 5/1/2009 20.07 15.29 N/A 14.79
         
Indexes 1 year 5 years 10 years Lifetime
(from Class A inception)
S&P 500 Index (reflects no deductions for sales charges, account fees, expenses or U.S. federal income taxes) 21.83% 15.79% 8.50% 10.92%
Lipper Growth and Income Funds Index (reflects no deductions for sales charges, account fees or U.S. federal income taxes) 19.02 12.18 6.42 N/A
Class A annualized 30–day yield at December 31, 2017: 1.66%
(For current yield information, please call American FundsLine® at (800) 325-3590.)

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

The Investment Company of America / Prospectus     6


 
 

 

Management

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

     
Portfolio manager/
Fund title (if applicable)
Portfolio
manager
experience
in this fund
Primary title
with investment adviser
James B. Lovelace Vice Chairman of the Board 26 years Partner – Capital Research Global Investors
Donald D. O’Neal President and Trustee 26 years Partner – Capital Research Global Investors
Christopher D. Buchbinder Senior Vice President 11 years Partner – Capital Research Global Investors
Joyce E. Gordon Senior Vice President 17 years Partner – Capital Research Global Investors
Grant L. Cambridge 4 years Partner – Capital Research Global Investors
Barry S. Crosthwaite 5 years Partner – Capital Research Global Investors
Eric S. Richter 10 years Partner – Capital Research Global Investors
Bradley J. Vogt 3 years Partner – Capital Research Global Investors

Purchase and sale of fund shares The minimum amount to establish an account for all share classes is normally $250 and the minimum to add to an account is $50. For a payroll deduction retirement plan account, payroll deduction savings plan account or employer-sponsored 529 account, the minimum is $25 to establish or add to an account. For accounts holding Class F-3 shares with the fund’s transfer agent, the minimum investment amount is $1,000,000.

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

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

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

7     The Investment Company of America / Prospectus


 
 

 

Investment objectives, strategies and risks The fund’s investment objectives are to achieve long-term growth of capital and income. While it has no present intention to do so, the fund’s board may change the fund’s investment objective without shareholder approval upon 60 days’ written notice to shareholders. The fund strives to accomplish these objectives through extensive U.S. and global research, careful selection and broad diversification. The fund invests primarily in common stocks, most of which have a history of paying dividends. The fund’s equity investments are limited to securities of companies that are included on its eligible list. Securities are added to, or deleted from, the eligible list based upon a number of factors, such as the fund’s investment objectives and policies, whether a company is deemed to be an established company of sufficient quality 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.

The fund may also invest in bonds and other debt securities.

Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.

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

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

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

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

The Investment Company of America / Prospectus     8


 
 

 

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

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

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

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

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

Investing in debt instruments — The prices of, and the income generated by, bonds and other debt securities held by the fund may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities.

Rising interest rates will generally cause the prices of bonds and other debt securities to fall. Falling interest rates may cause an issuer to redeem, call or refinance a debt security before its stated maturity, which may result in the fund having to reinvest the proceeds in lower yielding securities. Longer maturity debt securities generally have greater sensitivity to changes in interest rates 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. Lower quality debt securities generally have higher rates of interest and may be subject to

9     The Investment Company of America / Prospectus


 
 

 

greater price fluctuations than higher quality debt securities. Credit risk is gauged, in part, by the credit ratings of the debt securities in which the fund invests. However, ratings are only the opinions of the rating agencies issuing them and are not guarantees as to credit quality or an evaluation of market risk. The fund’s investment adviser relies on its own credit analysts to research issuers and issues in seeking to mitigate various credit and default risks.

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

Liquidity risk — Certain fund holdings may be deemed to be less liquid or illiquid because they cannot be readily sold without significantly impacting the value of the holdings. Liquidity risk may result from the lack of an active market for a holding, legal or contractual restrictions on resale, or the reduced number and capacity of market participants to make a market in such holding. Market prices for less liquid or illiquid holdings may be volatile, and reduced liquidity may have an adverse impact on the market price of such holdings. Additionally, the sale of less liquid or illiquid holdings may involve substantial delays (including delays in settlement) and additional costs and the fund may be unable to sell such holdings when necessary to meet its liquidity needs.

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

Fund comparative indexes The investment results table in this prospectus shows how the fund’s average annual total returns compare with various broad measures of market results. The S&P 500 Index is a market capitalization-weighted index based on the results of approximately 500 widely held common stocks. This index is unmanaged, and its results include reinvested dividends and/or distributions but do not reflect the effect of sales charges, commissions, account fees, expenses or U.S. federal income taxes. The Lipper Growth and Income Funds Index is an equally weighted index of funds that combines a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges, account fees or U.S. federal income taxes. This index was not in existence when the fund became available; therefore, lifetime results are not shown.

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

The Investment Company of America / Prospectus     10


 
 

 

Management and organization

Investment adviser Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as the investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee paid by the fund to its investment adviser for the most recent fiscal year, as a percentage of average net assets, appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for approval of the fund’s Investment Advisory and Service Agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended June 30, 2017.

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

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

11     The Investment Company of America / Prospectus


 
 

 

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

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

       
Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
James B. Lovelace Investment professional for 36 years, all with Capital Research and Management Company or affiliate 26 years
(plus 3 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Donald D. O’Neal Investment professional for 33 years, all with Capital Research and Management Company or affiliate 26 years
(plus 4 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Christopher D. Buchbinder Investment professional for 22 years, all with Capital Research and Management Company or affiliate 11 years
(plus 8 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
 

The Investment Company of America / Prospectus     12


 
 

 

       
Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
Joyce E. Gordon Investment professional for 38 years, all with Capital Research and Management Company or affiliate 17 years
(plus 12 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Grant L. Cambridge Investment professional for 25 years in total; 21 years with Capital Research and Management Company or affiliate 4 years
(plus 5 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Barry S. Crosthwaite Investment professional for 22 years, all with Capital Research and Management Company or affiliate 5 years
(plus 15 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Eric S. Richter Investment professional for 26 years in total; 19 years with Capital Research and Management Company or affiliate 10 years Serves as an equity portfolio manager
Bradley J. Vogt Investment professional for 31 years, all with Capital Research and Management Company or affiliate 3 years Serves as an equity portfolio manager
 

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

13     The Investment Company of America / Prospectus


 
 

 

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

Shareholder information

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

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

The Investment Company of America / Prospectus     14


 
 

 

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

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

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

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

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

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

Equity securities are valued primarily on the basis of market quotations, and debt securities are valued primarily on the basis of prices from third-party pricing services. The fund has adopted procedures for making fair value determinations if market quotations or prices from third-party pricing services, as applicable, are not readily available or are not considered reliable. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value

15     The Investment Company of America / Prospectus


 
 

 

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

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

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

Purchase of Class A, C and T shares You may generally open an account and purchase Class A, C and T shares by contacting any financial advisor (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund’s shares. You may purchase additional shares in various ways, including through your financial advisor and by mail, telephone, the Internet and bank wire.

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

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

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

The Investment Company of America / Prospectus     16


 
 

 

the broker. Shares of the fund are available in other share classes that have different fees and expenses.

In addition, Class F-3 shares are available to institutional investors, which include, but are not limited to, charitable organizations, governmental institutions and corporations. For accounts held with the fund’s transfer agent the minimum investment amount is $1,000,000.

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

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

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

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

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

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

17     The Investment Company of America / Prospectus


 
 

 

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

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

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

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

The Investment Company of America / Prospectus     18


 
 

 

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

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

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

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

Exchange Except for Class T shares or as otherwise described in this prospectus, you may exchange your shares for shares of the same class of other American Funds without a sales charge. Class A, C, T or F-1 shares of any American Fund (other than American Funds U.S. Government Money Market Fund, as described below) may be exchanged for the corresponding 529 share class without a sales charge. Exchanges from Class A, C, T or F-1 shares to the corresponding 529 share class, particularly in the case of Uniform Gifts to Minors Act or Uniform Transfers to Minors Act custodial accounts, may result in significant legal and tax consequences, as described in the applicable program description. Please consult your financial advisor before making such an exchange.

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

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

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

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

19     The Investment Company of America / Prospectus


 
 

 

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

How to sell shares

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

Employer-sponsored retirement plans

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

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

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

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

Writing to American Funds Service Company

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

· A signature guarantee is required if the redemption is:

— more than $125,000;

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

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

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

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

Telephoning or faxing American Funds Service Company or using the Internet

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

· Checks must be made payable to the registered shareholder.

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

The fund typically expects to pay redemption proceeds one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the Investment Company Act of 1940, as amended (“1940 Act”). Under the 1940 Act, the fund may be permitted to pay redemption proceeds beyond seven days under certain limited circumstances. In addition, if you recently purchased shares and subsequently request a redemption of those shares, the fund will pay redemption proceeds once a sufficient period of time has passed to reasonably ensure that checks or drafts, including certified or cashier’s checks, for the shares purchased have cleared (normally 10 business days from the purchase date).

Under normal conditions, the fund typically expects to meet shareholder redemptions by monitoring the fund’s portfolio and redemption activities and by regularly holding a reserve of highly liquid assets, such as cash or cash equivalents. The fund may use

The Investment Company of America / Prospectus     20


 
 

 

additional methods to meet shareholder redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use of overdraft protection afforded by the fund’s custodian bank, borrowing from a line of credit or from other funds advised by the investment adviser or its affiliates, and making payment with fund securities or other fund assets rather than in cash (as further discussed in the following paragraph).

Although payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. On the same redemption date, some shareholders may be paid in whole or in part in securities (which may differ among those shareholders), while other shareholders may be paid entirely in cash. The disposal of the securities received in-kind may be subject to brokerage costs and, until sold, such securities remain at market risk and liquidity risk, including the risk that such securities are or become difficult to sell. If the fund pays your redemption with illiquid or less liquid securities, you will bear the risk of not being able to sell such securities.

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

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

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

The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information

21     The Investment Company of America / Prospectus


 
 

 

available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading, to facilitate monitoring for frequent trading in particular retirement plans or other accounts and to comply with applicable laws.

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

· purchases and redemptions of shares having a value of less than $5,000;

· transactions in Class 529 shares;

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

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

· purchases and redemptions in community foundation accounts;

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

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

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

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

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

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

The Investment Company of America / Prospectus     22


 
 

 

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

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

Distributions and taxes

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

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

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

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

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

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

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

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

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

23     The Investment Company of America / Prospectus


 
 

 

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

Each share class represents an investment in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you to choose the class that best fits your situation. For example, while Class F-1 shares are subject to 12b-1 fees and subtransfer agency fees payable to third-party service providers, Class F-2 shares are subject only to subtransfer agency fees payable to third-party service providers (and not 12b-1 fees) and Class F-3 shares are not subject to any such additional fees. The different fee structures allow the investor to choose how to pay for advisory platform expenses. Class R shares offer different levels of 12b-1 and recordkeeping fees so that a plan can choose the class that best meets the cost associated with obtaining investment related services and participant level recordkeeping for the plan. When you purchase shares of the fund for an individual-type account, you should choose a share class. If none is chosen, your investment will be made in Class A shares or, in the case of a 529 plan investment, Class 529-A shares (or, if you are investing through a financial intermediary who offers only Class T and 529-T shares, your investment will be made in Class T or Class 529-T shares, as applicable).

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

· how long you expect to own the shares;

· how much you intend to invest;

· total expenses associated with owning shares of each class;

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

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

· whether you plan to take any distributions in the near future (for example, the contingent deferred sales charge will not be waived if you sell your Class 529-C shares to cover higher education expenses); and

· availability of share classes:

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

— Class F and 529-F-1 shares are available (i) to fee-based programs of investment dealers that have special agreements with the fund’s distributor, (ii) to financial intermediaries that have been approved by, and that have special agreements with, the fund’s distributor to offer Class F and 529-F-1 shares to self-directed investment brokerage accounts that may charge a transaction fee, (iii) to certain registered investment advisors and (iv) to other intermediaries approved by the fund’s distributor;

— Class F-3 shares are also available to institutional investors, which include, but are not limited to, charitable organizations, governmental institutions and

The Investment Company of America / Prospectus     24


 
 

 

corporations. For accounts held with the fund’s transfer agent the minimum investment amount is $1,000,000; and

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

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

Sales charges

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

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

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

Except as provided below, investments in Class A shares of $1 million or more will be subject to a 1% contingent deferred sales charge if the shares are sold within 18 months of purchase. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less. Class A shares purchased before August 14, 2017 are subject to a contingent deferred sales charge period of 12 months.

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

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

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

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

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

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

(1) currently registered representatives and assistants directly employed by such representatives, retired registered representatives with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their (a) spouses or equivalents if recognized under local law, (b) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law, and (c) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of dealers who have sales agreements with American Funds Distributors (or who clear transactions through such dealers), plans for the dealers, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;

(2) the supervised persons of currently registered investment advisory firms (“RIAs”) and assistants directly employed by such RIAs, retired supervised persons of RIAs with respect to accounts established while a supervised person (collectively, “Eligible Persons”) (and their (a) spouses or equivalents if recognized under local law, (b) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law and (c) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of RIA firms that are authorized to sell shares of the funds, plans for the RIA firms, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;

(3) insurance company separate accounts;

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

(5) an individual or entity with a substantial business relationship with The Capital Group Companies, Inc. or its affiliates, or an individual or entity related or relating to such individual or entity;

The Investment Company of America / Prospectus     26


 
 

 

(6) wholesalers and full-time employees directly supporting wholesalers involved in the distribution of insurance company separate accounts whose underlying investments are managed by any affiliate of The Capital Group Companies, Inc.;

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

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

Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account. Depending on the financial intermediary holding your account, these privileges may be unavailable. Investors should consult their financial intermediary for further information.

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

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

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

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

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

The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is

27     The Investment Company of America / Prospectus


 
 

 

calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares.

Class 529-E and Class F shares Class 529-E and Class F shares (including Class 529-F-1 shares) are sold without any initial or contingent deferred sales charge.

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

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

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

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

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

The Investment Company of America / Prospectus     28


 
 

 

Reducing your Class A initial sales charge Consistent with the policies described in this prospectus, you and your “immediate family” (your spouse — or equivalent, if recognized under local law — and your children under the age of 21) may combine all of your American Funds investments to reduce Class A sales charges. In addition, two or more retirement plans of an employer or an employer’s affiliates may combine all of their American Funds investments to reduce Class A sales charges. However, for this purpose, investments representing direct purchases of American Funds U.S. Government Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class A sales charge:

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

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

· SEP plans and SIMPLE IRA plans established after November 15, 2004, by an employer adopting any plan document other than a prototype plan produced by American Funds Distributors;

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

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

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

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

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

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

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

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

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

29     The Investment Company of America / Prospectus


 
 

 

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

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

Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with those made for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.

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

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

Concurrent purchases You may reduce your Class A sales charge by combining simultaneous purchases (including, upon your request, purchases for gifts) of all classes of shares in the American Funds. Shares of American Funds U.S. Government Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds U.S. Government Money Market Fund are excluded. If you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to combine purchases made under such contracts and policies to reduce your Class A sales charge.

Rights of accumulation Subject to the limitations described in the aggregation policy, you may take into account your accumulated holdings in all share classes of the American Funds to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds U.S. Government 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

The Investment Company of America / Prospectus     30


 
 

 

your financial advisor or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings.

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

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

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

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

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

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

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

31     The Investment Company of America / Prospectus


 
 

 

revision, your original statement of intention will be considered met and a new statement of intention will be established.

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

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

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

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

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

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

The Investment Company of America / Prospectus     32


 
 

 

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

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

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

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

· tax-free returns of excess contributions to IRAs;

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

· in the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies American Funds Service Company of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a contingent deferred sales charge; however, redemptions made after American Funds Service Company is notified of the death of a joint tenant will be subject to a contingent deferred sales charge;

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

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

· the following types of transactions, if they do not exceed 12% of the value of an account annually:

— required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver); and

— redemptions through an automatic withdrawal plan (“AWP”) (see “Automatic withdrawals” under “Shareholder account services and privileges” in the

33     The Investment Company of America / Prospectus


 
 

 

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

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

If requested, the contingent deferred sales charge on Class A shares of the American Funds will be waived for bulk conversions to another share class in cases where the fund’s transfer agent determines the benefit to the fund of collecting the contingent deferred sales charge would be outweighed by the cost of applying it.

Contingent deferred sales charge waivers are allowed only in the cases listed here and in the statement of additional information. For example, contingent deferred sales charge waivers will not be allowed on redemptions of Class 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by Virginia529 as an option for additional investment within CollegeAmerica.

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

The Investment Company of America / Prospectus     34


 
 

 

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

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

· rollovers to Capital Bank and Trust CompanySM IRAs if the assets were invested in American Funds at the time of distribution;

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

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

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

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

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

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

35     The Investment Company of America / Prospectus


 
 

 

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

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

· redemption proceeds from a non-retirement account (for example, a joint tenant account) used to purchase fund shares in an IRA or other individual-type retirement account;

· required minimum distributions from an IRA or other individual-type retirement account used to purchase fund shares in a non-retirement account; and

· death distributions paid to a beneficiary’s account that are used by the beneficiary to purchase fund shares in a different account.

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

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

   
Up to: Share class(es)
0.25% Class A shares
0.50% Class T, 529-A, 529-T, F-1, 529-F-1 and R-4 shares
0.75% Class 529-E and R-3 shares
0.85% Class R-2E shares
1.00% Class C, 529-C, R-1 and R-2 shares

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

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

The Investment Company of America / Prospectus     36


 
 

 

Other compensation to dealers American Funds Distributors, at its expense, provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and positive cash flows, and the quality of the dealer’s relationship with American Funds Distributors. The payment will be determined using a formula applied consistently to dealers based on the relevant facts and circumstances. The level of payments made to a qualifying firm in any given year will vary and (excluding payments for meetings as described below) will represent the sum of (a) up to .10% of the previous year’s American Funds sales by that dealer and (b) up to ..02% of American Funds assets attributable to that dealer, with an adjustment made for the dealer’s positive cash flows and the quality of the dealer’s relationship with American Funds Distributors. Class R shares and other retirement plan assets are generally excluded from the formula. Certain investment dealers may direct American Funds Distributors to exclude additional assets. For calendar year 2017, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments made by American Funds Distributors to dealers may also change from year to year. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisors about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. These payments may also be made to help defray the costs associated with the dealer firms’ provision of account related services and activities. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments.

Firms receiving additional compensation payments must sign a letter acknowledging the purpose of the payment and American Funds Distributors’ goal that the payment will help facilitate education of the firm’s financial advisors about the American Funds to help the advisors make suitable recommendations and better serve their clients who invest in the funds. The letters generally require the firms to (1) have significant assets invested in the American Funds, (2) perform the due diligence necessary to classify the American Funds as “approved” or “preferred” (or an equivalent) on their platform, (3) not provide financial advisors, branch managers or associated persons with any financial incentives to promote the sales of one approved fund group over another approved group, (4) provide opportunities for their clients to obtain individualized advice, (5) provide American Funds Distributors broad access to their financial advisors and product platforms and develop a business plan to achieve such access, and (6) work with the fund’s transfer agent to promote operational efficiencies and to facilitate necessary communication between the American Funds and the firm’s clients who own shares of the American Funds.

American Funds Distributors may also pay expenses associated with meetings and other training and educational opportunities conducted by selling dealers, advisory platform providers and other intermediaries to facilitate educating financial advisors and shareholders about the American Funds. For example, some of these expenses may include, but not be limited to, meeting sponsor fees, meeting location fees, and fees to obtain lists of financial advisors to better tailor training and education opportunities.

37     The Investment Company of America / Prospectus


 
 

 

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

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

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

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

The Investment Company of America / Prospectus     38


 
 

 

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

Subtransfer agency and recordkeeping fees Subtransfer agent/recordkeeping payments may be made to third parties (including affiliates of the fund’s investment adviser) that provide subtransfer agent, recordkeeping and/or shareholder services with respect to certain shareholder accounts in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services varies depending on the share class and services provided, and typically ranges from $3 to $18 per account. Although Class F-3 shares are not subject to any subtransfer agency or recordkeeping fees, Class F-1 and F-2 shares are subject to subtransfer agency fees of up to .12% of fund assets. For Class 529 shares, an expense of up to a maximum of .10% paid to a state or states for oversight and administrative services is included as an “Other expenses” item.

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

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

* Payment amount depends on the date services commenced.

39     The Investment Company of America / Prospectus


 
 

 

Financial highlights The Financial Highlights table is intended to help you understand the fund’s results for the five fiscal years ended December 31, 2017. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). The information in the Financial Highlights table has been audited by Deloitte & Touche LLP, whose current report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.

                         
    Income (loss) from investment operations1 Dividends and distributions          
Period ended Net
asset
value,
beginning
of period
Net
investment
income2
Net gains
(losses)
on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
Ratio
of net
income to
average
net
assets2
Class A:                        
12/31/2017 $36.23 $.69 $ 6.41 $7.10 $(.68) $(2.26) $(2.94) $40.39 19.73% $63,640 .57% 1.76%
12/31/2016 33.37 .65 4.20 4.85 (.69) (1.30) (1.99) 36.23 14.59 58,402 .59 1.86
12/31/2015 37.08 .66 (1.24) (.58) (.62) (2.51) (3.13) 33.37 (1.44) 54,725 .58 1.79
12/31/2014 36.70 .85 3.60 4.45 (.73) (3.34) (4.07) 37.08 12.09 58,430 .59 2.21
12/31/2013 30.16 .61 9.07 9.68 (.63) (2.51) (3.14) 36.70 32.42 55,032 .61 1.76
Class C:                        
12/31/2017 35.89 .37 6.34 6.71 (.36) (2.26) (2.62) 39.98 18.77 1,806 1.38 .95
12/31/2016 33.08 .37 4.14 4.51 (.40) (1.30) (1.70) 35.89 13.70 1,710 1.39 1.06
12/31/2015 36.77 .36 (1.22) (.86) (.32) (2.51) (2.83) 33.08 (2.24) 1,635 1.39 .98
12/31/2014 36.42 .54 3.56 4.10 (.41) (3.34) (3.75) 36.77 11.20 1,774 1.39 1.41
12/31/2013 29.95 .33 9.00 9.33 (.35) (2.51) (2.86) 36.42 31.36 1,791 1.41 .95
(The Financial Highlights table continues on the following page.)
 
The Investment Company of America / Prospectus     40

 


 
 

 

                         
    Income (loss) from investment operations1 Dividends and distributions          
Period ended Net
asset
value,
beginning
of period
Net
investment
income2
Net gains
(losses)
on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
Ratio
of net
income to
average
net
assets2
Class T:                        
12/31/20174,5 $38.08 $.56 $ 4.59 $5.15 $(.59) $(2.26) $(2.85) $40.38 13.61%6,7 $ —8 .38%7,9 1.92%7,9
Class F-1:                        
12/31/2017 36.15 .65 6.39 7.04 (.64) (2.26) (2.90) 40.29 19.60 2,039 .68 1.66
12/31/2016 33.30 .62 4.18 4.80 (.65) (1.30) (1.95) 36.15 14.48 1,972 .69 1.78
12/31/2015 37.01 .62 (1.23) (.61) (.59) (2.51) (3.10) 33.30 (1.53) 2,459 .67 1.70
12/31/2014 36.63 .82 3.59 4.41 (.69) (3.34) (4.03) 37.01 12.02 2,518 .67 2.13
12/31/2013 30.11 .58 9.06 9.64 (.61) (2.51) (3.12) 36.63 32.32 2,366 .68 1.68
Class F-2:                        
12/31/2017 36.21 .76 6.41 7.17 (.75) (2.26) (3.01) 40.37 19.94 4,840 .40 1.93
12/31/2016 33.36 .71 4.19 4.90 (.75) (1.30) (2.05) 36.21 14.78 4,359 .41 2.02
12/31/2015 37.07 .72 (1.23) (.51) (.69) (2.51) (3.20) 33.36 (1.26) 1,950 .41 1.97
12/31/2014 36.69 .90 3.62 4.52 (.80) (3.34) (4.14) 37.07 12.31 1,762 .39 2.32
12/31/2013 30.15 .68 9.07 9.75 (.70) (2.51) (3.21) 36.69 32.69 1,107 .41 1.96
Class F-3:                        
12/31/20174,10 37.51 .74 5.17 5.91 (.79) (2.26) (3.05) 40.37 15.916 2,817 .309 1.999
Class 529-A:                        
12/31/2017 36.15 .65 6.40 7.05 (.65) (2.26) (2.91) 40.29 19.62 2,843 .66 1.67
12/31/2016 33.30 .62 4.18 4.80 (.65) (1.30) (1.95) 36.15 14.49 2,351 .68 1.77
12/31/2015 37.01 .62 (1.24) (.62) (.58) (2.51) (3.09) 33.30 (1.55) 2,132 .69 1.68
12/31/2014 36.64 .81 3.58 4.39 (.68) (3.34) (4.02) 37.01 11.97 2,234 .69 2.10
12/31/2013 30.11 .57 9.07 9.64 (.60) (2.51) (3.11) 36.64 32.32 2,030 .71 1.66
Class 529-C:                        
12/31/2017 36.03 .35 6.37 6.72 (.30) (2.26) (2.56) 40.19 18.71 374 1.43 .90
12/31/2016 33.20 .35 4.16 4.51 (.38) (1.30) (1.68) 36.03 13.61 504 1.45 1.00
12/31/2015 36.90 .33 (1.22) (.89) (.30) (2.51) (2.81) 33.20 (2.31) 475 1.46 .91
12/31/2014 36.54 .51 3.58 4.09 (.39) (3.34) (3.73) 36.90 11.13 509 1.46 1.33
12/31/2013 30.04 .30 9.04 9.34 (.33) (2.51) (2.84) 36.54 31.29 471 1.49 .88
 
41     The Investment Company of America / Prospectus

 


 
 

 

                         
    Income (loss) from investment operations1 Dividends and distributions          
Period ended Net
asset
value,
beginning
of period
Net
investment
income2
Net gains
(losses)
on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
Ratio
of net
income to
average
net
assets2
Class 529-E:                        
12/31/2017 $36.04 $.56 $ 6.37 $6.93 $(.55) $(2.26) $(2.81) $40.16 19.34% $92 .90% 1.43%
12/31/2016 33.21 .53 4.17 4.70 (.57) (1.30) (1.87) 36.04 14.20 84 .92 1.53
12/31/2015 36.91 .53 (1.23) (.70) (.49) (2.51) (3.00) 33.21 (1.77) 78 .93 1.44
12/31/2014 36.55 .71 3.58 4.29 (.59) (3.34) (3.93) 36.91 11.70 82 .93 1.86
12/31/2013 30.05 .49 9.03 9.52 (.51) (2.51) (3.02) 36.55 31.96 77 .95 1.41
Class 529-T:                        
12/31/20174,5 38.08 .55 4.59 5.14 (.58) (2.26) (2.84) 40.38 13.576,7 8 .437,9 1.887,9
Class 529-F-1:                        
12/31/2017 36.11 .74 6.38 7.12 (.73) (2.26) (2.99) 40.24 19.88 83 .44 1.89
12/31/2016 33.27 .70 4.17 4.87 (.73) (1.30) (2.03) 36.11 14.73 70 .46 1.99
12/31/2015 36.98 .70 (1.24) (.54) (.66) (2.51) (3.17) 33.27 (1.32) 61 .47 1.91
12/31/2014 36.61 .89 3.59 4.48 (.77) (3.34) (4.11) 36.98 12.23 61 .46 2.32
12/31/2013 30.09 .65 9.05 9.70 (.67) (2.51) (3.18) 36.61 32.59 51 .49 1.88
Class R-1:                        
12/31/2017 35.97 .36 6.36 6.72 (.36) (2.26) (2.62) 40.07 18.73 88 1.39 .94
12/31/2016 33.15 .37 4.15 4.52 (.40) (1.30) (1.70) 35.97 13.66 85 1.40 1.05
12/31/2015 36.84 .35 (1.21) (.86) (.32) (2.51) (2.83) 33.15 (2.22) 83 1.40 .97
12/31/2014 36.49 .54 3.56 4.10 (.41) (3.34) (3.75) 36.84 11.19 94 1.40 1.40
12/31/2013 30.01 .33 9.01 9.34 (.35) (2.51) (2.86) 36.49 31.36 87 1.40 .96
Class R-2:                        
12/31/2017 36.01 .36 6.37 6.73 (.36) (2.26) (2.62) 40.12 18.75 687 1.39 .94
12/31/2016 33.18 .37 4.16 4.53 (.40) (1.30) (1.70) 36.01 13.68 653 1.39 1.06
12/31/2015 36.88 .37 (1.23) (.86) (.33) (2.51) (2.84) 33.18 (2.21) 637 1.36 1.01
12/31/2014 36.53 .55 3.56 4.11 (.42) (3.34) (3.76) 36.88 11.20 722 1.37 1.43
12/31/2013 30.03 .34 9.04 9.38 (.37) (2.51) (2.88) 36.53 31.45 698 1.36 1.00
(The Financial Highlights table continues on the following page.)
 
The Investment Company of America / Prospectus     42

 


 
 

 

                                   
    Income (loss) from investment operations1 Dividends and distributions          
Period ended Net
asset
value,
beginning
of period
Net
investment
income2
Net gains
(losses)
on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
Ratio
of net
income to
average
net
assets2
Class R-2E:                        
12/31/2017 $36.15 $.48 $ 6.40 $6.88 $(.49) $(2.26) $(2.75) $40.28 19.14% $43 1.09% 1.23%
12/31/2016 33.33 .47 4.19 4.66 (.54) (1.30) (1.84) 36.15 14.03 16 1.09 1.32
12/31/2015 37.06 .51 (1.23) (.72) (.50) (2.51) (3.01) 33.33 (1.83) 1 1.04 1.48
12/31/20144,11 40.36 .25 .25 .50 (.46) (3.34) (3.80) 37.06 1.086,7 8 .236,7 .626,7
Class R-3:                        
12/31/2017 36.11 .54 6.38 6.92 (.53) (2.26) (2.79) 40.24 19.28 1,028 .95 1.38
12/31/2016 33.27 .52 4.18 4.70 (.56) (1.30) (1.86) 36.11 14.17 951 .95 1.50
12/31/2015 36.97 .52 (1.23) (.71) (.48) (2.51) (2.99) 33.27 (1.79) 860 .95 1.41
12/31/2014 36.60 .71 3.58 4.29 (.58) (3.34) (3.92) 36.97 11.68 936 .96 1.83
12/31/2013 30.09 .48 9.05 9.53 (.51) (2.51) (3.02) 36.60 31.94 912 .96 1.40
Class R-4:                        
12/31/2017 36.14 .66 6.39 7.05 (.65) (2.26) (2.91) 40.28 19.64 1,688 .65 1.68
12/31/2016 33.29 .63 4.19 4.82 (.67) (1.30) (1.97) 36.14 14.55 1,518 .64 1.80
12/31/2015 37.00 .63 (1.23) (.60) (.60) (2.51) (3.11) 33.29 (1.50) 983 .64 1.73
12/31/2014 36.63 .83 3.58 4.41 (.70) (3.34) (4.04) 37.00 12.02 998 .65 2.15
12/31/2013 30.11 .59 9.06 9.65 (.62) (2.51) (3.13) 36.63 32.37 909 .65 1.72
Class R-5E:                        
12/31/2017 36.20 .76 6.39 7.15 (.73) (2.26) (2.99) 40.36 19.89 10 .44 1.95
12/31/2016 33.36 .62 4.24 4.86 (.72) (1.30) (2.02) 36.20 14.69 3 .43 1.71
12/31/20154,12 36.83 .07 (1.08) (1.01) (.21) (2.25) (2.46) 33.36 (2.64)6 8 .056 .206
Class R-5:                        
12/31/2017 36.22 .78 6.41 7.19 (.77) (2.26) (3.03) 40.38 20.00 315 .35 1.98
12/31/2016 33.36 .74 4.18 4.92 (.76) (1.30) (2.06) 36.22 14.85 262 .35 2.12
12/31/2015 37.07 .74 (1.23) (.49) (.71) (2.51) (3.22) 33.36 (1.20) 755 .35 2.02
12/31/2014 36.69 .96 3.58 4.54 (.82) (3.34) (4.16) 37.07 12.36 820 .35 2.50
12/31/2013 30.15 .70 9.07 9.77 (.72) (2.51) (3.23) 36.69 32.77 854 .35 2.02
 
43     The Investment Company of America / Prospectus

 


 
 

 

                                   
    Income (loss) from investment operations1 Dividends and distributions          
Period ended Net
asset
value,
beginning
of period
Net
investment
income2
Net gains
(losses)
on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
Ratio
of net
income to
average
net
assets2
Class R-6:                        
12/31/2017 $36.22 $.80 $ 6.41 $7.21 $(.79) $(2.26) $(3.05) $40.38 20.07% $11,556 .30% 2.03%
12/31/2016 33.36 .75 4.20 4.95 (.79) (1.30) (2.09) 36.22 14.92 6,977 .30 2.14
12/31/2015 37.07 .76 (1.24) (.48) (.72) (2.51) (3.23) 33.36 (1.15) 4,875 .30 2.08
12/31/2014 36.69 .95 3.61 4.56 (.84) (3.34) (4.18) 37.07 12.41 4,160 .30 2.45
12/31/2013 30.15 .71 9.08 9.79 (.74) (2.51) (3.25) 36.69 32.84 3,005 .30 2.07
           
  Year ended December 31
  2017 2016 2015 2014 2013
Portfolio turnover rate for all share classes 28% 25% 30% 29% 24%

1 Based on average shares outstanding.

2 For the year ended December 31, 2014, this column reflects the impact of a corporate action event that resulted in a one-time increase to net investment income. If the corporate action event had not occurred, the Class A net investment income per share and ratio of net income to average net assets would have been lower by $.20 and .52 percentage points, respectively. The impact to the other share classes would have been similar.

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

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

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

6 Not annualized.

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

8 Amount less than $1 million.

9 Annualized.

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

11 Class R-2E shares began investment operations on August 29, 2014.

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

 
The Investment Company of America / Prospectus     44

 


 
 

 

 

Appendix

Sales charge waivers

The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from the fund or through a financial intermediary. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (“CDSC”) waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase fund shares directly from the fund or through another intermediary to receive these waivers or discounts.

Merrill Lynch, Pierce, Fenner & Smith

Effective April 10, 2017, shareholders purchasing fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

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

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

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

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

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

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

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

45     The Investment Company of America / Prospectus


 
 

 

 

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

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

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

CDSC Waivers on Classes A, B and C shares available at Merrill Lynch

· Death or disability of the shareholder

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

· Return of excess contributions from an IRA Account

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

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

· Shares acquired through a right of reinstatement

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

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

· Breakpoints as described in this prospectus.

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

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

The Investment Company of America / Prospectus     46


 
 

 

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

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

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

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

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

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

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

If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics, annual/semi-annual report to shareholders or applicable program description, please call American Funds Service Company at (800) 421-4225 or write to the secretary of the fund at 333 South Hope Street, Los Angeles, California 90071-1406.

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

   
 
 
MFGEPRX-004-0318P
Litho in USA CGD/DFS/8012
Investment Company File No. 811-00116
 


 

 

 
 

 

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

 

/s/ LAURIE D. NEAT
  LAURIE D. NEAT
  SECRETARY

 

 

 
 

 

The Investment Company of America®

Part B
Statement of Additional Information

March 1, 2018

This document is not a prospectus but should be read in conjunction with the current prospectus of The Investment Company of America (the “fund”) dated March 1, 2018. You may obtain a prospectus from your financial advisor, by calling American Funds Service Company® at (800) 421-4225 or by writing to the fund at the following address:

The Investment Company of America
Attention: Secretary

333 South Hope Street
Los Angeles, California 90071

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

           
Class A AIVSX Class 529-A CICAX Class R-1 RICAX
Class C AICCX Class 529-C CICCX Class R-2 RICBX
Class T TICAX Class 529-E CICEX Class R-2E RIBEX
Class F-1 AICFX Class 529-T TIACX Class R-3 RICCX
Class F-2 ICAFX Class 529-F-1 CICFX Class R-4 RICEX
Class F-3 FFICX     Class R-5E RICHX
        Class R-5 RICFX
        Class R-6 RICGX

Table of Contents

Item Page no.
   
Certain investment limitations and guidelines 2
Description of certain securities, investment techniques and risks 3
Fund policies 14
Management of the fund 16
Execution of portfolio transactions 42
Disclosure of portfolio holdings 45
Price of shares 47
Taxes and distributions 50
Purchase and exchange of shares 53
Sales charges 58
Sales charge reductions and waivers 61
Selling shares 66
Shareholder account services and privileges 67
General information 70
Appendix 79

Investment portfolio
Financial statements

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Certain investment limitations and guidelines

The following limitations and guidelines are considered at the time of purchase, under normal circumstances, and are based on a percentage of the fund’s net assets unless otherwise noted. This summary is not intended to reflect all of the fund’s investment limitations.

General guideline

· The fund’s equity investments are limited to securities included on its eligible list, which consists of securities deemed suitable by the fund’s investment adviser in light of the fund’s investment objectives and policies.

Debt instruments

· The fund’s investments in straight debt securities (i.e., not convertible into equity) will generally consist of investment grade securities. The fund may, however, invest up to 5% of its assets in straight 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 by the fund’s investment adviser to be of equivalent quality. The fund currently intends to look to the ratings from Moody’s Investors Service, Standard & Poor’s Ratings Services and Fitch Ratings. If rating agencies differ, securities will be considered to have received the highest of these ratings, consistent with the fund's investment policies.

Investing outside the U.S.

· The fund may invest up to 15% of its assets in issuers domiciled outside the United States.

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

* * * * * *

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

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Description of certain securities, investment techniques and risks

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

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

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

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

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

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

Sensitivity to interest rate and economic changes — Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or a period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of market prices and yields of certain debt securities and derivative instruments. For example, during the financial crisis of 2007-2009, the

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Federal Reserve implemented a number of economic policies that impacted, and may continue to impact, interest rates and the market. These policies, as well as potential actions by governmental entities both in and outside of the U.S., may expose fixed income markets to heightened volatility and may reduce liquidity for certain investments, which could cause the value of the fund’s portfolio to decline.

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

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

The investment adviser attempts to reduce the risks described above through diversification of the fund’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that it will be successful in doing so.

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

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

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

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

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debt. Accordingly, the price of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the issuing company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

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

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

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

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

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

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 and in government policies, but, if held to maturity, are expected to be paid in full (either at maturity or thereafter).

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, but are not limited to, 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 congressional charter; some are backed by collateral consisting of “full faith and credit” obligations as described above; 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: the Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National Mortgage Association (“Fannie Mae”), the Tennessee Valley Authority and the Federal Farm Credit Bank System.

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In 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 the 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 the 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.

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

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

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

Although there is no universally accepted definition, the investment adviser generally considers an emerging market to be a market that is in the earlier stages of its industrialization cycle with a low per capita gross domestic product (“GDP”) and a low market capitalization to GDP ratio relative to those in the United States and the European Union, and would include markets commonly referred to as “frontier markets.”

Certain risk factors related to emerging markets

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

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

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

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

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

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

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

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

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

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

Real estate investment trusts — Real estate investment trusts ("REITs"), which primarily invest in real estate or real estate-related loans, may issue equity or debt securities. Equity REITs own real estate 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

The Investment Company of America — Page 9


 
 

 

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.

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

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

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

The realization of gains or losses on foreign currency transactions will usually be a function of the investment adviser’s ability to accurately estimate currency market movements. Entering into forward currency transactions may change the fund’s exposure to currency exchange rates and could result in losses to the fund if currencies do not perform as expected by the fund’s investment adviser. For example, if the fund’s investment adviser increases the fund’s exposure to a foreign currency using forward contracts and that foreign currency’s value declines, the fund may incur a loss. In addition, while entering into forward currency transactions could minimize the risk of loss due to a decline in the value of the hedged currency, it could also limit any potential gain that may result from an increase in the value of the currency. See also the “Derivatives” section under "Description of certain securities, investment techniques and risks" for a general description of investment techniques and risks relating to derivatives, including certain currency forwards.

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

The Investment Company of America — Page 10


 
 

 

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

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

Some fund holdings (including some restricted securities) may be deemed illiquid if they cannot be sold in the ordinary course of business at approximately the price at which the fund values them. The determination of whether a holding is considered liquid or illiquid is made by the fund’s adviser under procedures adopted by the fund’s board. The fund’s adviser makes this determination based on factors it deems relevant, such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. The fund may incur significant additional costs in disposing of illiquid securities. If the fund holds more than 15% of its net assets in illiquid assets due to appreciation of illiquid securities, the depreciation of liquid securities or changes in market conditions, the fund will seek over time to increase its investments in liquid securities to the extent practicable.

Cash and cash equivalents — The fund may hold cash or invest in cash equivalents. Cash equivalents include, but are not limited to: (a) commercial paper; (b) short-term bank obligations (for example, certificates of deposit, bankers’ acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes; (c) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations); (d) securities of the U.S. government, its agencies or instrumentalities that mature, or that may be redeemed, in one year or less; (e) corporate bonds and notes that mature, or that may be redeemed, in one year or less; and (f) shares of money market funds.

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

Commercial paper in which the fund may invest includes commercial paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the 1933 Act. Section 4(a)(2) commercial paper has substantially the same price and liquidity characteristics as commercial paper generally,

The Investment Company of America — Page 11


 
 

 

except that the resale of Section 4(a)(2) commercial paper is limited to institutional investors who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Technically, such a restriction on resale renders Section 4(a)(2) commercial paper a restricted security under the 1933 Act. In practice, however, Section 4(a)(2) commercial paper typically can be resold as easily as any other unrestricted security held by the fund. Accordingly, Section 4(a)(2) commercial paper has been determined to be liquid under procedures adopted by the fund’s board of trustees.

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

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

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

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

* * * * * *

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

The fund’s portfolio turnover rates for the fiscal years ended December 31, 2017 and 2016 were 28% and 25%, respectively. The increase in turnover was due to increased trading activity during the period. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio were replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover rate for each of the five fiscal years ended December 31, 2017.

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Fund policies

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

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

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

a. Borrow money;

b. Issue senior securities;

c. Underwrite the securities of other issuers;

d. Purchase or sell real estate or commodities;

e. Make loans; or

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

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

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

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

The Investment Company of America — Page 14


 
 

 

 

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

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

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

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

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

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

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

The Investment Company of America — Page 15


 
 

 

 

Management of the fund

Board of trustees and officers

Independent trustees1

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

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

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

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Name, year of birth
and position with
fund (year first
elected as a trustee2)
Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other
directorships3
held by trustee
during the
past five years
Other relevant experience
Louise H. Bryson, 1944
Trustee (1999)
Chair Emerita of the Board of Trustees, J. Paul Getty Trust 7 None

· Senior management experience with media and entertainment companies

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

· MBA, MAT

Mary Anne Dolan, 1947
Trustee
(2000)
Founder and President, MAD Ink (communications company) 10 None

· Senior management and editorial experience with multiple newspaper publishers and news service organizations

· Service as director of writers conference

James G. Ellis, 1947
Trustee (2008)
Dean and Professor of Marketing, Marshall School of Business, University of Southern California 81

Mercury General Corporation

Former director of Quiksilver, Inc. (until 2014)

· Service as chief executive officer for multiple companies

· Corporate board experience

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

· MBA

Leonard R. Fuller, 1946
Trustee (2002)
Private investor; former President and CEO, Fuller Consulting (financial management consulting) 81 None

· Former partner, public accounting firm

· Financial management consulting

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

· MBA

The Investment Company of America — Page 17


 
 

 

         
Name, year of birth
and position with
fund (year first
elected as a trustee2)
Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other
directorships3
held by trustee
during the
past five years
Other relevant experience
Pablo R. González Guajardo, 1967
Trustee (2015)
CEO, Kimberly-Clark de México, S.A.B. de C.V. 7 América Móvil, S.A.B. de C.V.; Grupo Lala, S.A.B. de C.V.; Grupo Sanborns, S.A.B. de C.V.; Kimberly-Clark de México, S.A.B. de C.V.

· Service as a chief executive officer

· Senior corporate management experience

· Corporate board experience

· Service on advisory and trustee boards for nonprofit organizations

· MBA

William D. Jones, 1955 Chairman of the Board (Independent and Non-Executive)
(2010)
Real estate developer/owner, President and CEO, CityLink Investment Corporation (acquires, develops and manages real estate ventures in urban communities) and City Scene Management Company (provides commercial asset management services) 8 Sempra Energy

· Senior investment and management experience, real estate

· Corporate board experience

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

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

· MBA

John C. Mazziotta, MD, PhD
1949
Trustee (2011)
Physician; Professor of Neurology, University of California at Los Angeles; Vice Chancellor, UCLA Health Sciences; CEO, UCLA Health System; former Dean, David Geffen School of Medicine at UCLA; former Chair, Department of Neurology, UCLA; former Associate Director, Semel Institute, UCLA; former Director, Brain Mapping Center, UCLA 4 None

· Service on various advisory boards of educational, scientific research and nonprofit organizations

· MD, PhD, neuroanatomy and radiological science

William R. McLaughlin, 1956
Trustee (2015)
President and CEO, The Orvis Company 4 None

· Experience as a chief executive officer

· Corporate board experience

· MBA

The Investment Company of America — Page 18


 
 

 

         
Name, year of birth
and position with
fund (year first
elected as a trustee2)
Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other
directorships3
held by trustee
during the
past five years
Other relevant experience
Bailey Morris-Eck, 1944
Trustee (1993)
Director and Programming Chair, WYPR Baltimore/Washington (public radio station) 4 None

· Senior management experience with multiple research institutes

· Service as senior adviser to the President’s Office of Economic Policy and Summit Coordination

· Service as economics correspondent for multiple newspaper publishers

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

Interested trustee(s)4,5

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

       
Name, year of birth
and position with fund
(year first elected
as a trustee/officer2)
Principal occupation(s)
during the
past five years
and positions
held with affiliated
entities or the
Principal Underwriter
of the fund
Number of
portfolios
in fund
complex
overseen
by trustee
Other directorships3
held by trustee
during the
past five years
James B. Lovelace, 1956
Vice Chairman of the Board (1994)
Partner – Capital Research Global Investors, Capital Research and Management Company; Director, Capital Research and Management Company 2 None
Donald D. O’Neal, 1960
President and Trustee (1994)
Partner – Capital Research Global Investors, Capital Research and Management Company; Director, Capital Research and Management Company 31 None

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Other officers5

   
Name, year of birth
and position with fund
(year first elected
as an officer2)
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the fund
Christopher D. Buchbinder, 1971
Senior Vice President (2010)
Partner – Capital Research Global Investors, Capital Research and Management Company
Joyce E. Gordon, 1956
Senior Vice President (1998)
Partner – Capital Research Global Investors, Capital Research and Management Company; Director, Capital Research and Management Company
Paul F. Roye, 1953
Senior Vice President (2008)
Senior Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company; Director, Capital Research and Management Company
Herbert Y. Poon, 1973
Vice President (2012)
Senior Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company
Jessica Chase Spaly, 1977
Vice President (2010)
Partner – Capital Research Global Investors, Capital Research and Management Company; Director, The Capital Group Companies, Inc.*
Laurie D. Neat, 1971
Secretary (2016)
Vice President – Fund Business Management Group, Capital Research and Management Company; Vice President, Capital Guardian Trust Company*, Vice President and Trust Officer, Capital Bank and Trust Company*, Vice President, Capital International, Inc.*
Brian D. Bullard, 1969
Treasurer (2016)
Senior Vice President – Investment Operations, Capital Research and Management Company
Dori Laskin, 1951
Assistant Treasurer (2011)
Vice President – Investment Operations, Capital Research and Management Company
Hong T. Le, 1978
Assistant Treasurer (2016)
Assistant Vice President – Investment Operations, Capital Research and Management Company; Assistant Vice President, Capital Bank and Trust Company*
 

* Company affiliated with Capital Research and Management Company.

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

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

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

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

5 All of the trustees and/or officers listed are officers and/or directors/trustees of one or more of the other funds for which Capital Research and Management Company serves as investment adviser.

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

The Investment Company of America — Page 20


 
 

 

 

Fund shares owned by trustees as of December 31, 2017:

         
Name Dollar range1,2
of fund
shares owned
Aggregate
dollar range1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Dollar
range1,2 of
independent
trustees
deferred compensation3 allocated
to fund
Aggregate
dollar
range1,2 of
independent
trustees
deferred
compensation3 allocated to
all funds
within
American Funds
family overseen
by trustee
Independent trustees
Louise H. Bryson Over $100,000 Over $100,000 Over $100,000 Over $100,000
Mary Anne Dolan Over $100,000 Over $100,000 N/A N/A
James G. Ellis $50,001 – $100,000 Over $100,000 N/A N/A
Leonard R. Fuller None $10,001 – $50,000 Over $100,000 Over $100,000
Pablo R. González Guajardo None Over $100,000 $50,001 – $100,000 Over $100,000
William D. Jones $50,001 – $100,000 Over $100,000 $50,001 – $100,000 Over $100,000
John C. Mazziotta None None Over $100,000 Over $100,000
William R. McLaughlin Over $100,000 Over $100,000 Over $100,000 Over $100,000
Bailey Morris-Eck Over $100,000 Over $100,000 N/A Over $100,000
     
Name Dollar range1,2
of fund
shares owned
Aggregate
dollar range1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Interested trustees
James B. Lovelace Over $100,000 Over $100,000
Donald D. O’Neal Over $100,000 Over $100,000

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

2 N/A indicates that the listed individual, as of December 31, 2017, was not a trustee of a particular fund, did not allocate deferred compensation to the fund or did not participate in the deferred compensation plan.

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

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Trustee compensation — No compensation is paid by the fund to any officer or trustee who is a director, officer or employee of the investment adviser or its affiliates. Except for the independent trustees listed in the “Board of trustees and officers — Independent trustees” table under the “Management of the fund” section in this statement of additional information, all other officers and trustees of the fund are directors, officers or employees of the investment adviser or its affiliates. The boards of funds advised by the investment adviser typically meet either individually or jointly with the boards of one or more other such funds with substantially overlapping board membership (in each case referred to as a “board cluster”). The fund typically pays each independent trustee an annual fee, which ranges from $13,600 to $33,375, based primarily on the total number of board clusters on which that independent trustee serves.

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

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

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

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Trustee compensation earned during the fiscal year ended December 31, 2017:

     
Name Aggregate compensation
(including voluntarily
deferred compensation1)
from the fund
Total compensation (including
voluntarily deferred
compensation1)
from all funds managed by
Capital Research and
Management
Company or its affiliates
Louise H. Bryson2 $39,563 $300,500
Mary Anne Dolan 25,984 386,100
James G. Ellis 41,250 392,000
Leonard R. Fuller2 38,438 382,000
Pablo R. González Guajardo2 38,125 286,500
William D. Jones2 51,750 373,000
John C. Mazziotta2 56,375 225,500
William R. McLaughlin2 54,750 219,000
Bailey Morris-Eck2 55,500 222,000

Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 1993. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustees. Compensation shown in this table for the fiscal year ended December 31, 2017 does not include earnings on amounts deferred in previous fiscal years. See footnote 2 to this table for more information.

2 Since the deferred compensation plan’s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the end of the 2017 fiscal year for participating trustees is as follows: Louise H. Bryson ($2,167,348), Leonard R. Fuller ($178,869), Pablo R. González Guajardo ($98,358), William D. Jones ($101,237), John C. Mazziotta ($247,451), William R. McLaughlin ($136,969) and Bailey Morris-Eck ($200,256). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the trustees.

Fund organization and the board of trustees — The fund, an open-end, diversified management investment company, was organized as a Delaware corporation on August 28, 1933, and reorganized as a Delaware statutory trust on March 1, 2010. All fund operations are supervised by the fund’s board of trustees which meets periodically and performs duties required by applicable state and federal laws.

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

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

The fund has several different classes of shares. Shares of each class represent an interest in the same investment portfolio. Each class has pro rata rights as to voting, redemption, dividends and liquidation, except that each class bears different distribution expenses and may bear different transfer agent fees and other expenses properly attributable to the particular class as approved by the board of trustees and set forth in the fund’s rule 18f-3 Plan. Each class’ shareholders have exclusive voting rights with respect to the respective class’ rule 12b-1 plans adopted in connection with the distribution of shares and on other matters in which the interests of one class are different from interests in another class. Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. Each class votes as a class on matters that affect that class alone. Note that 529 college savings plan account owners invested in Class 529 shares are not shareholders of the fund and, accordingly, do not have the rights of a shareholder, such as the right to vote proxies relating to fund shares. As the legal owner of the fund’s Class 529 shares, Virginia College Savings PlanSM (Virginia529SM) will vote any proxies relating to the fund’s Class 529 shares. In addition, the trustees

The Investment Company of America — Page 23


 
 

 

have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.

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

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

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

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

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

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

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

The Investment Company of America — Page 24


 
 

 

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

Committees of the board of trustees — The fund has an audit committee comprised of James G. Ellis, Leonard R. Fuller, Pablo R. González Guajardo and William R. McLaughlin. The committee provides oversight regarding the fund’s accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund’s principal service providers. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees. The audit committee held five meetings during the 2017 fiscal year.

The fund has a contracts committee comprised of all of its independent board members. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its investment adviser or the investment adviser’s affiliates, such as the Investment Advisory and Service Agreement, Principal Underwriting Agreement, Administrative Services Agreement and Plans of Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters. The contracts committee held one meeting during the 2017 fiscal year.

The fund has a nominating and governance committee comprised of Louise H. Bryson, Mary Anne Dolan, John C. Mazziotta and Bailey Morris-Eck. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating and governance committee of the fund, addressed to the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee. The nominating and governance committee held three meetings during the 2017 fiscal year.

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

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

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

The Investment Company of America — Page 25


 
 

 

potential conflicts of interest also is included in the summary (see below for a description of Capital Research and Management Company’s special review procedures).

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

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

The JPC is composed of independent board members from each American Funds board. The JPC’s role is to facilitate appropriate oversight of the proxy voting process and provide valuable input on corporate governance and related matters.

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

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

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

In cases where a fund is co-managed and a portfolio company is held by more than one of the investment adviser’s equity investment divisions, voting ties are resolved by the equity investment division or divisions with the larger position in the portfolio company as of the record date for the shareholder meeting.

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

The Investment Company of America — Page 26


 
 

 

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

Director matters — The election of a company’s slate of nominees for director generally is supported. Votes may be withheld for some or all of the nominees if this is determined to be in the best interest of shareholders or if, in the opinion of the investment adviser, such nominee has not fulfilled his or her fiduciary duty. Separation of the chairman and CEO positions also may be supported.

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

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

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

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

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Principal fund shareholders — The following table identifies those investors who own of record, or are known by the fund to own beneficially, 5% or more of any class of its shares as of the opening of business on February 1, 2018. Unless otherwise indicated, the ownership percentages below represent ownership of record rather than beneficial ownership.

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

Class A

Class C

Class F-3

Class 529-A

24.73%

7.41

70.03

16.18

Wells Fargo Clearing Services, LLC

Custody Account

Saint Louis, MO

Record

Class A

Class C

Class F-1

Class F-2

7.67

9.49

8.74

12.14

Pershing, LLC

Custody Account

Jersey City, NJ

Record

Class A

Class C

Class F-1

Class F-2

5.10

6.72

8.39

9.00

Raymond James

Omnibus Account

St. Petersburg, FL

Record

Class C

Class F-1

Class F-2

Class 529-C

8.65

9.81

7.26

5.84

Morgan Stanley & Co., Inc.

Omnibus Account

Jersey City, NJ

Record

Class C

Class F-1

Class F-2

Class 529-A

Class 529-C

6.75

8.98

8.32

5.12

8.92

National Financial Services, LLC

Omnibus Account

Jersey City, NJ

Record

Class C

Class F-1

Class F-2

5.47

11.05

9.94

Charles Schwab & Co., Inc.

Custody Account

San Francisco, CA

Record

Class F-1

Class F-2

Class F-3

10.76

5.16

6.67

Merrill Lynch

Omnibus Account

Jacksonville, FL

Record

Class F-1

Class F-2

Class R-5

6.82

9.53

5.24

LPL Financial

Omnibus Account

San Diego, CA

Record Class F-2 21.86

Capital Group Private Client Services Account

Irvine, CA

Record Class F-3 9.08

Bank & Co.

Milwaukee, WI

Record Class F-3 5.72

Hartford Life Insurance Co. Separate Account

401K Plan

Hartford, CT

Record

Beneficial

Class R-1

Class R-3

48.35

5.88

Massachusetts Mutual Life Insurance

401K Plan

Springfield, MA

Record

Beneficial

Class R-1 7.46

John Hancock Life Insurance Co. USA

Omnibus Account

Boston, MA

Record Class R-4 23.63

Lincoln Life Insurance Company

Omnibus Account

Fort Wayne, IN

Record Class R-4 8.39

Nationwide Life Insurance Company

Columbus, OH

Record Class R-5E 41.34

The Investment Company of America — Page 28


 
 

 

       
Name and address Ownership Ownership percentage

Yeo & Yeo Management, Inc.

Retirement Plan

Greenwood Village, CO

Record

Beneficial

Class R-5E 24.58

Great West Trust Co., LLC

401k Plan

Greenwood Village, CO

Record

Beneficial

Class R-5E 17.63

American Funds Growth and Income Portfolio

Irvine, CA

Record Class R-6 16.90

American Funds 2030 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 9.41

American Funds 2025 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 8.03

American Funds Growth Portfolio

Irvine, CA

Record Class R-6 7.96

American Funds 2035 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 7.41

American Funds 2040 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 6.79

American Funds 2020 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 5.68

American Funds 2045Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 5.35

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

As of February 1, 2018, the officers and trustees of the fund, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.

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

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

The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the fund and other funds and accounts. Potential

The Investment Company of America — Page 29


 
 

 

issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues.

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

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

To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent one-, three-, five- and eight-year periods, with increasing weight placed on each succeeding measurement period. For portfolio managers, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks may include relevant market measures and appropriate industry or sector indexes reflecting their areas of expertise. Capital Research and Management Company makes periodic subjective assessments of analysts’ contributions to the investment process and this is an element of their overall compensation. The investment results of each of the fund’s portfolio managers may be measured against one or more benchmarks, depending on his or her investment focus, such as: S&P 500 Index, the securities that are eligible to be purchased by the fund and Lipper Growth and Income Funds Index. From time to time, Capital Research and Management Company may adjust or customize these benchmarks to better reflect the universe of comparably managed funds of competitive investment management firms.

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

The Investment Company of America — Page 30


 
 

 

The following table reflects information as of December 31, 2017:

             
Portfolio
manager
Dollar range
of fund
shares
owned1
Number
of other
registered
investment
companies (RICs)
for which
portfolio
manager
is a manager
(assets of RICs
in billions)2
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
manager
is a manager
(assets of PIVs
in billions)2
Number
of other
accounts
for which
portfolio
manager
is a manager
(assets of
other accounts
in billions)2,3
James B. Lovelace Over $1,000,000 21 $299.7 1 $0.44 None
Donald D. O’Neal $500,001 – $1,000,000 2 $208.2 1 $0.44 None
Christopher D. Buchbinder Over $1,000,000 2 $186.9 2 $0.55 None
Joyce E. Gordon Over $1,000,000 3 $256.6 1 $0.44 None
Grant L. Cambridge Over $1,000,000 1 $109.3 1 $0.44 None
Barry S. Crosthwaite Over $1,000,000 2 $238.5 3 $0.61 None
Eric S. Richter Over $1,000,000 3 $174.5 2 $0.51 None
Bradley J. Vogt Over $1,000,000 20 $290.3 1 $0.44 None

Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; $100,001 – $500,000; $500,001 – $1,000,000; and Over $1,000,000. The amounts listed include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.

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

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

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

The Investment Company of America — Page 31


 
 

 

 

Investment Advisory and Service Agreement — The Investment Advisory and Service Agreement (the “Agreement”) between the fund and the investment adviser will continue in effect until April 30, 2018, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by (a) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (b) the vote of a majority of trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the investment adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misconduct, bad faith, gross negligence or reckless disregard of its obligations under the Agreement. The Agreement also provides that either party has the right to terminate it, without penalty, upon 60 days’ written notice to the other party, and that the Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). In addition, the Agreement provides that the investment adviser may delegate all, or a portion of, its investment management responsibilities to one or more subsidiary advisers approved by the fund’s board, pursuant to an agreement between the investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.

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

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As compensation for its services, the investment adviser receives a monthly fee that is based on the following annualized rates and daily net asset levels:

     
Rate Net asset level
In excess of Up to
0.390% $ 0 $1,000,000,000
0.336 1,000,000,000 2,000,000,000
0.300 2,000,000,000 3,000,000,000
0.276 3,000,000,000 5,000,000,000
0.258 5,000,000,000 8,000,000,000
0.246 8,000,000,000 13,000,000,000
0.240 13,000,000,000 21,000,000,000
0.234 21,000,000,000 34,000,000,000
0.231 34,000,000,000 44,000,000,000
0.228 44,000,000,000 55,000,000,000
0.225 55,000,000,000 71,000,000,000
0.222 71,000,000,000 89,000,000,000
0.219 89,000,000,000  

For the fiscal years ended December 31, 2017, 2016 and 2015, the investment adviser earned from the fund management fees of $205,514,000, $179,094,000 and $178,638,000, respectively.

The Investment Company of America — Page 33


 
 

 

 

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

These services are provided pursuant to an Administrative Services Agreement (the “Administrative Agreement”) between the fund and the investment adviser relating to the fund’s Class A, C, T, F, R and 529 shares. The Administrative Agreement will continue in effect until April 30, 2018, unless sooner renewed or terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of the members of the fund’s board who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The fund may terminate the Administrative Agreement at any time by vote of a majority of independent board members. The investment adviser has the right to terminate the Administrative Agreement upon 60 days’ written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).

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

During the 2017 fiscal year, administrative services fees were:

   
  Administrative services fee
Class A $6,103,000
Class C 882,000
Class T –*
Class F-1 1,026,000
Class F-2 2,206,000
Class F-3 805,000
Class 529-A 1,265,000
Class 529-C 261,000
Class 529-E 44,000
Class 529-T –*
Class 529-F-1 38,000
Class R-1 43,000
Class R-2 334,000
Class R-2E 15,000
Class R-3 497,000
Class R-4 814,000
Class R-5E 2,000
Class R-5 145,000
Class R-6 4,694,000

* Amount less than $1,000.

The Investment Company of America — Page 34


 
 

 

 

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

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

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

· For Class C and 529-C shares, the Principal Underwriter receives any contingent deferred sales charges that apply during the first year after purchase.

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

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

       
  Fiscal year Commissions,
revenue
or fees retained
Allowance or
compensation
to dealers
Class A 2017 $ 9,942,000 $42,936,000
  2016 9,865,000 43,816,000
  2015 11,678,000 52,022,000
Class C 2017 500,000 2,496,000
  2016 137,000 2,453,000
  2015 212,000 2,769,000
Class 529-A 2017 744,000 3,390,000
  2016 707,000 3,241,000
  2015 704,000 3,214,000
Class 529-C 2017 29,000 274,000
  2016 2,000 290,000
  2015 32,000 310,000

The Investment Company of America — Page 35


 
 

 

 

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

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

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

Following is a brief description of the Plans:

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

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

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

The Investment Company of America — Page 36


 
 

 

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

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

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

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

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

The Investment Company of America — Page 37


 
 

 

During the 2017 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:

     
  12b-1 expenses 12b-1 unpaid liability
outstanding
Class A $142,638,000 $12,834,000
Class C 17,535,000 1,853,000
Class T
Class F-1 5,107,000 521,000
Class 529-A 5,672,000 539,000
Class 529-C 5,130,000 542,000
Class 529-E 441,000 48,000
Class 529-T
Class 529-F-1
Class R-1 865,000 91,000
Class R-2 4,968,000 1,093,000
Class R-2E 181,000 22,000
Class R-3 4,943,000 825,000
Class R-4 4,065,000 497,000

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

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

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

Fee to Virginia529 — With respect to Class 529 shares, as compensation for its oversight and administration, Virginia529 receives a quarterly fee accrued daily and calculated at the annual rate of .10% on the first $20 billion of the net assets invested in Class 529 shares of the American Funds, .05% on net assets between $20 billion and $100 billion and .03% on net assets over $100 billion. The fee for any given calendar quarter is accrued and calculated on the basis of average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.

The Investment Company of America — Page 38


 
 

 

 

Other compensation to dealers — As of July 2017, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:

Advisor Group

AIG Capital Services Inc

FSC Securities Corporation

Royal Alliance Associates, Inc.

SagePoint Financial, Inc.

Woodbury Financial Services, Inc.

American Portfolios Financial Services, Inc.

American Portfolios Advisors, Inc

American Portfolios Financial Services, Inc.

AXA Advisors, LLC

Cadaret, Grant & Co., Inc.

Cambridge

Cambridge Advisors LLC

Cambridge Advisors, Inc.

Cambridge Appleton Trust

Cambridge Associates, LLC (USA)

Cambridge Investment Research Advisors, Inc.

Cambridge Investment Research, Inc.

Cambridge Southern Financial Advisors

Cambridge Wealth Management

Cetera Financial Group

Cetera Advisor Networks LLC

Cetera Advisors LLC

Cetera Financial Specialists LLC

Cetera Investment Advisers LLC

Cetera Investment Services LLC

CIMAS, LLC

First Allied Securities Inc

Girard Securities, Inc.

Investors Capital Corp.

J.P. Turner & Company, L.L.C.

Summit Brokerage Services, Inc.

VSR Financial Services, Inc.

Commonwealth 

Commonwealth Advisory Group, LTD

Commonwealth Bank and Trust Company

Commonwealth Financial Advisors, LLC

Commonwealth Financial Network

D.A. Davidson & Co.

Edward Jones

Fidelity Investments

Hefren-Tillotson, Inc.

The Investment Company of America — Page 39


 
 

 

HTK / Janney Montgomery Group

Hornor, Townsend & Kent, Inc.

Janney Montgomery Scott LLC

J.J.B. Hilliard Lyons

Hilliard Lyons Trust Company LLC

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

John Hancock

Signator Investors, Inc.

J.P. Morgan Chase Banc One

J.P. Morgan Securities LLC

JP Morgan Chase Bank, N.A.

Kestra Securities

Kestra Advisory Services LLC

Kestra Investment Services LLC

Kestra Private Wealth Services, LLC

NFP Advisor Services LLC

NFP Corporate Services (mn), Inc.

NFP Retirement

NFP Retirement Inc.

Ladenburg Thalmann Group

Investacorp, Inc.

KMS Financial Services, Inc.

Ladenburg, Thalmann Asset Management Inc.

Ladenburg, Thalmann & Co., Inc.

Securities America, Inc.

Securities Service Network Inc.

Triad Advisors, Inc.

Lincoln Network

Lincoln Financial Advisors Corporation

Lincoln Financial Distributors, Inc.

Lincoln Financial Securities Corporation

LPL Financial LLC

Mass Mutual / MML

MassMutual Trust Company FSB

MML Distributors LLC

MML Investors Services, LLC

MSI Financial Srvices Inc.

The Massmutual Trust Company FSB

Merrill Lynch Banc of America

Bank of America

Bank of America, NA

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Morgan Stanley Smith Barney LLC

NMIS 

Northwestern Mutual Investment Services, LLC

Northwestern Mutual Wealth Management Co

NPH / Jackson National

Invest Financial Corporation

Investment Centers of America, Inc.

National Planning Corporation

SII Investments, Inc.

Park Avenue Securities LLC

The Investment Company of America — Page 40


 
 

 

PFS

PFS Investments Inc.

Puplava Securities, Inc.

PNC Network

PNC Bank, National Association

PNC Investments LLC

Raymond James Group

Raymond James & Associates, Inc.

Raymond James (USA) LTD.

Raymond James Financial Services Advisors, Inc.

Raymond James Financial Services Inc.

RBC Capital Markets, LLC

Robert W. Baird & Co, Incorporated

Securian / H. Beck / CRI

CRI Securities, LLC

H. Beck, Inc.

Securian Financial Services, Inc.

Stifel, Nicolaus & Co

Sterne Agee Investment Advisor Services, Inc.

Stifel Trust Company, N.A.

Stifel, Nicolaus & Company, Incorporated

UBS

UBS Financial Services, Inc.

UBS Securities, LLC

Voya Financial

ING Financial Advisers, LLC

Voya Financial Advisors, Inc.

Voya Financial Partners LLC

Wells Fargo Network

Wells Fargo

Wells Fargo Advisors Financial Network, LLC

Wells Fargo Advisors Latin American Channel

Wells Fargo Advisors LLC (WBS)

Wells Fargo Advisors Private Client Group

Wells Fargo Advisors, LLC

Wells Fargo Bank, N.A.

Wells Fargo Clearing Services LLC

Wells Fargo Securities, LLC

The Investment Company of America — Page 41


 
 

 

 

Execution of portfolio transactions

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

In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. These factors include the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the cost, quality, likely speed and reliability of execution and settlement, the broker-dealer’s or execution venue’s ability to offer liquidity and anonymity and the potential for minimizing market impact. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms. The investment adviser and its affiliates negotiate commission rates with broker-dealers based on what they believe is necessary to obtain best execution. They seek, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace in respect of both execution and research — taking various considerations into account, including the extent to which a broker-dealer has put its own capital at risk, historical commission rates, commission rates that other institutional investors are paying, and the provision of brokerage and research products and services. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations. Brokerage commissions are only a small part of total execution costs and other factors, such as market impact and speed of execution, contribute significantly to overall transaction costs.

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

The Investment Company of America — Page 42


 
 

 

The investment adviser may pay commissions in excess of what other broker-dealers might have charged for certain portfolio transactions in recognition of brokerage and/or investment research services. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits the investment adviser and its affiliates to cause an account to pay a higher commission to a broker-dealer to compensate the broker-dealer or another service provider for certain brokerage and/or investment research services provided to the investment adviser and its affiliates, if the investment adviser and each affiliate makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser and its affiliates in terms of that particular transaction or the investment adviser’s overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser and its affiliates assess the reasonableness of commissions in light of the total brokerage and investment research services provided to the investment adviser and its affiliates. Further, investment research services may be used by all investment associates of the investment adviser and its affiliates, regardless of whether they advise accounts with trading activity that generates eligible commissions.

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

Research analysts and portfolio managers periodically participate in a research poll to determine the usefulness and value of the research provided by individual broker-dealers and research providers. Based on the results of this research poll, the investment adviser and its affiliates may, through commission sharing arrangements with certain broker-dealers, direct a portion of commissions paid to a broker-dealer to be used to compensate the broker-dealer for proprietary research or to be paid to a third-party research provider for research it has provided.

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

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

The Investment Company of America — Page 43


 
 

 

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

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

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

Brokerage commissions paid on portfolio transactions for the fiscal years ended December 31, 2017, 2016 and 2015 amounted to $19,579,000, $19,639,000 and $24,323,000, respectively. Increases (or decreases) in the dollar amount of brokerage commissions paid by the fund over the last three fiscal years resulted from increases (or decreases) in the volume of trading activity.

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

At the end of the 2017 fiscal year, the fund’s regular broker-dealers included Citigroup Global Markets Inc., UBS AG, J.P. Morgan Securities LLC, Charles Schwab & Co., Inc. and Wells Fargo. At the end of the 2017 fiscal year, the fund held equity securities of Citigroup Inc. in the amount of $171,143,000, UBS AG in the amount of $238,148,000, J.P. Morgan Securities LLC in the amount of $1,215,052,000, Charles Schwab Corporation in the amount of $643,059,000 and Wells Fargo & Company in the amount of $1,562,453,000.

The Investment Company of America — Page 44


 
 

 

 

Disclosure of portfolio holdings

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

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

Certain intermediaries are provided additional information about the fund’s management team, including information on the fund’s portfolio securities they have selected, as of quarter end. This information, which is based on the fund’s publicly disclosed holdings, is provided to larger intermediaries that require the information to make the fund available for investment on the firm’s platform. Intermediaries receiving the information are required to keep it confidential and use it only to perform analysis on the fund.

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

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

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

The Investment Company of America — Page 45


 
 

 

statement of additional information, receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the American Funds website to persons not affiliated with the fund, such persons will be bound by agreements (including confidentiality agreements) or fiduciary or other obligations that restrict and limit their use of the information to legitimate business uses only. None of the fund, its investment adviser or any of their affiliates receives compensation or other consideration in connection with the disclosure of information about portfolio securities.

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

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

The Investment Company of America — Page 46


 
 

 

 

Price of shares

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Taxes and distributions

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

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

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

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

Dividends paid by the fund from ordinary income or from an excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income dividends.

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

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

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

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

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

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

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

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

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

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

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

Other tax considerations — After the end of each calendar year, individual shareholders holding fund shares in taxable accounts will receive a statement of the federal income tax status of all distributions.

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Shareholders of the fund also may be subject to state and local taxes on distributions received from the fund.

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

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

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

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

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Unless otherwise noted, all references in the following pages to Class A, C, T or F-1 shares also refer to the corresponding Class 529-A, 529-C, 529-T or 529-F-1 shares. Class 529 shareholders should also refer to the applicable program description for information on policies and services specifically relating to these accounts. Shareholders holding shares through an eligible retirement plan should contact their plan’s administrator or recordkeeper for information regarding purchases, sales and exchanges.

Purchase and exchange of shares

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

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

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

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

American Funds

12711 North Meridian Street

Carmel, IN 46032-9181

American Funds

5300 Robin Hood Road

Norfolk, VA 23513-2407

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

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

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

Wells Fargo Bank

ABA Routing No. 121000248

Account No. 4600-076178

Your bank should include the following information when wiring funds:

For credit to the account of:

American Funds Service Company

(fund’s name)

For further credit to:

(shareholder’s fund account number)

(shareholder’s name)

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

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

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

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

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

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

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

· Employer-sponsored CollegeAmerica accounts.

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

· Retirement accounts that are funded with employer contributions; and

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

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

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

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

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

Exchanges — With the exception of Class T shares, for which rights of exchange are not generally available, you may only exchange shares without a sales charge into other American Funds within the same share class; however, Class A, C, T or F-1 shares may also generally be exchanged without a sales charge for the corresponding 529 share class.

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

Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from American Funds U.S. Government Money Market Fund are subject to applicable sales charges, unless the American Funds U.S. Government Money Market Fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions.

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

You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial advisor, by using American FundsLine or 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

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

Conversion — Class C shares of the fund automatically convert to Class F-1 shares and Class 529-C shares of the fund automatically convert to Class 529-A shares, in each case in the month of the 10-year anniversary of the purchase date. The board of trustees of the fund reserves the right at any time, without shareholder approval, to amend the conversion features of the Class C and Class 529-C shares, including without limitation, providing for conversion into a different share class or for no conversion. In making its decision, the board of trustees will consider, among other things, the effect of any such amendment on shareholders.

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

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

Moving between share classes

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

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

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

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

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

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

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

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

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

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Sales charges

Class A purchases

Purchases by certain 403(b) plans

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

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

Purchases by SEP plans and SIMPLE IRA plans

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

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Other purchases

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

     
  (1) current or retired directors, trustees, officers and advisory board members of, and certain lawyers who provide services to, the funds managed by Capital Research and Management Company, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons;
  (2) companies exchanging securities with the fund through a merger, acquisition or exchange offer; and
  (3) The Capital Group Companies, Inc. and its affiliated companies.

Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account. Depending on the financial intermediary holding your account, these privileges may be unavailable. Investors should consult their financial intermediary for further information.

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

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

· redemption proceeds from a non-retirement account (for example, a joint tenant account) used to purchase fund shares in an IRA or other individual-type retirement account;

· required minimum distributions from an IRA or other individual-type retirement account used to purchase fund shares in a non-retirement account; and

· death distributions paid to a beneficiary’s account that are used by the beneficiary to purchase fund shares in a different account.

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

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

Dealer commissions and compensation — Commissions (up to 1.00%) are paid to dealers who initiate and are responsible for certain Class A share purchases not subject to initial sales charges. These purchases consist of a) purchases of $1 million or more, and b) purchases by employer-sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees. Commissions on such investments (other than IRA rollover assets that roll over at no sales charge under the fund’s IRA rollover policy as described in the prospectus) are paid to dealers at the following rates: 1.00% on amounts of less than $10 million, .50% on amounts of at least $10 million but

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less than $25 million and .25% on amounts of at least $25 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines. For example, if a shareholder has accumulated investments in excess of $10 million (but less than $25 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of .50%.

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

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Sales charge reductions and waivers

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

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

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

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

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

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

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

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

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

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· individual-type employee benefit plans, such as an IRA, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information);

· SEP plans and SIMPLE IRA plans established after November 15, 2004, by an employer adopting any plan document other than a prototype plan produced by American Funds Distributors, Inc.;

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

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

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

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

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

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

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

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

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

· for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information), or made for participant accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act; or

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

Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with those made for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.

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

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

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

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

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

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

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

Reducing your Class T sales charge — As described in the prospectus, the initial sales charge you pay each time you buy Class T shares may differ depending upon the amount you invest and may be reduced for larger purchases. Additionally, Class T shares acquired through reinvestment of dividends

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or capital gain distributions are not subject to an initial sales charge. Sales charges on Class T shares are applied on a transaction-by-transaction basis, and, accordingly, Class T shares are not eligible for any other sales charge waivers or reductions, including through the aggregation of Class T shares concurrently purchased by other related accounts or in other American Funds. The sales charge applicable to Class T shares may not be reduced by establishing a statement of intention, and rights of accumulation are not available for Class T shares.

CDSC waivers for Class A and C shares — As noted in the prospectus, a contingent deferred sales charge (“CDSC”) will be waived for redemptions due to death or post-purchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC.

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

· Required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver).

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

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

If requested, the CDSC on Class A shares of the American Funds will be waived for bulk conversions to another share class in cases where the fund’s transfer agent determines the benefit to the fund of collecting the CDSC would be outweighed by the cost of applying it.

CDSC waivers are allowed only in the cases listed here and in the prospectus. For example, CDSC waivers will not be allowed on redemptions of Class 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by Virginia529 as an option for additional investment within CollegeAmerica.

Other sales charge waivers — Waivers of all or a portion of the contingent deferred sales charge on Class C shares will be granted for transactions requested by financial intermediaries as a result of (i) pending or anticipated regulatory matters that require investor accounts to be moved to a different

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share class or (ii) conversions of IRAs from brokerage to advisory accounts in cases where new investments in brokerage IRA accounts have been restricted by the intermediary.

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Selling shares

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

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

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

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

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

Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier’s checks) for shares purchased have cleared (normally 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), the fund typically expects to pay redemption proceeds one business day following receipt and acceptance of a redemption order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.

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

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Shareholder account services and privileges

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

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

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

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

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

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

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

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

Depending on the financial intermediary holding your account, your reinvestment privileges may be unavailable or differ from those described in this statement of additional information. Investors should consult their financial intermediary for further information.

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

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

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

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

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

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

Telephone and Internet purchases, redemptions and exchanges — By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are

The Investment Company of America — Page 68


 
 

 

automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions or a natural disaster, redemption and exchange requests may be made in writing only.

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

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

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

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

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General information

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

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

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

During the 2017 fiscal year, transfer agent fees, gross of any payments made by American Funds Service Company to third parties, were:

   
  Transfer agent fee
Class A $51,137,000
Class C 1,526,000
Class T –*
Class F-1 2,692,000
Class F-2 4,750,000
Class F-3 138,000
Class 529-A 1,858,000
Class 529-C 417,000
Class 529-E 36,000
Class 529-T –*
Class 529-F-1 56,000
Class R-1 88,000
Class R-2 2,368,000
Class R-2E 59,000
Class R-3 1,508,000
Class R-4 1,630,000
Class R-5E 4,000
Class R-5 148,000
Class R-6 4,000

* Amount less than $1,000.

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

Independent legal counsel — O’Melveny & Myers LLP, 400 South Hope Street, Los Angeles, CA 90071, serves as independent legal counsel (“counsel”) for the fund and for independent trustees in their capacities as such. Counsel does not provide legal services to the fund’s investment adviser or any of its affiliated companies or control persons. A determination with respect to the independence of the fund’s counsel will be made at least annually by the independent trustees of the fund, as prescribed by applicable 1940 Act rules.

Prospectuses, reports to shareholders and proxy statements — The fund’s fiscal year ends on December 31. Shareholders are provided updated summary prospectuses annually and at least semi-annually with reports showing the fund’s investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the fund’s current prospectus at no cost by calling (800) 421-4225 or by sending an email request to prospectus@americanfunds.com. Shareholders may also access the fund’s current summary prospectus, prospectus, statement of additional information and shareholder reports at americanfunds.com/prospectus. The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, Deloitte & Touche LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of summary prospectuses, shareholder reports and proxy statements. To receive additional copies of a summary prospectus, report or proxy statement, shareholders should contact the Transfer Agent.

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

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

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

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Determination of net asset value, redemption price and maximum offering price per share for Class A shares — December 31, 2017

   
Net asset value and redemption price per share
(Net assets divided by shares outstanding)  
$40.39
Maximum offering price per share
(100/94.25 of net asset value per share, which takes into account the fund’s current maximum sales charge)  
$42.85

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

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

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

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
Stock and stock/fixed-income funds            
AMCAP Fund®  002 302 43002 402 602 702
American Balanced Fund®  011 311 43011 411 611 711
American Funds Developing World Growth and Income FundSM  30100 33100 43100 34100 36100 37100
American Funds Global Balanced FundSM  037 337 43037 437 637 737
American Mutual Fund®  003 303 43003 403 603 703
Capital Income Builder®  012 312 43012 412 612 712
Capital World Growth and Income Fund®  033 333 43033 433 633 733
EuroPacific Growth Fund®  016 316 43016 416 616 716
Fundamental Investors®  010 310 43010 410 610 710
The Growth Fund of America®  005 305 43005 405 605 705
The Income Fund of America®  006 306 43006 406 606 706
International Growth and Income FundSM  034 334 43034 434 634 734
The Investment Company of America®  004 304 43004 404 604 704
The New Economy Fund®  014 314 43014 414 614 714
New Perspective Fund®  007 307 43007 407 607 707
New World Fund®  036 336 43036 436 636 736
SMALLCAP World Fund®  035 335 43035 435 635 735
Washington Mutual Investors FundSM  001 301 43001 401 601 701
Fixed-income funds            
American Funds Emerging Markets Bond Fund®  30114 33114 43114 34114 36114 37114
American Funds Corporate Bond Fund®  032 332 43032 432 632 732
American Funds Inflation Linked Bond Fund®  060 360 43060 460 660 760
American Funds Mortgage Fund®  042 342 43042 442 642 742
American Funds Short-Term Tax-Exempt
Bond Fund® 
039 N/A 43039 439 639 739
American Funds Strategic Bond FundSM  30112 33112 43112 34112 36112 37112
American Funds Tax-Exempt Fund of
New York® 
041 341 43041 441 641 741
American High-Income Municipal Bond Fund® 040 340 43040 440 640 740
American High-Income Trust®  021 321 43021 421 621 721
The Bond Fund of America®  008 308 43008 408 608 708
Capital World Bond Fund®  031 331 43031 431 631 731
Intermediate Bond Fund of America®  023 323 43023 423 623 723
Limited Term Tax-Exempt Bond Fund
of America® 
043 343 43043 443 643 743
Short-Term Bond Fund of America®  048 348 43048 448 648 748
The Tax-Exempt Bond Fund of America®  019 319 43019 419 619 719
The Tax-Exempt Fund of California®  020 320 43020 420 620 720
U.S. Government Securities Fund®  022 322 43022 422 622 722
Money market fund            
American Funds U.S. Government
Money Market FundSM 
059 359 43059 459 659 759

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  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
Stock and stock/fixed-income funds          
AMCAP Fund  1002 1302 1502 46002 1402
American Balanced Fund  1011 1311 1511 46011 1411
American Funds Developing World Growth and Income Fund  10100 13100 15100 46100 14100
American Funds Global Balanced Fund  1037 1337 1537 46037 1437
American Mutual Fund  1003 1303 1503 46003 1403
Capital Income Builder  1012 1312 1512 46012 1412
Capital World Growth and Income Fund  1033 1333 1533 46033 1433
EuroPacific Growth Fund  1016 1316 1516 46016 1416
Fundamental Investors  1010 1310 1510 46010 1410
The Growth Fund of America  1005 1305 1505 46005 1405
The Income Fund of America  1006 1306 1506 46006 1406
International Growth and Income Fund  1034 1334 1534 46034 1434
The Investment Company of America  1004 1304 1504 46004 1404
The New Economy Fund  1014 1314 1514 46014 1414
New Perspective Fund  1007 1307 1507 46007 1407
New World Fund  1036 1336 1536 46036 1436
SMALLCAP World Fund  1035 1335 1535 46035 1435
Washington Mutual Investors Fund  1001 1301 1501 46001 1401
Fixed-income funds          
American Funds Emerging Markets Bond Fund   10114 13114 15114 46114 14114
American Funds Corporate Bond Fund   1032 1332 1532 46032 1432
American Funds Inflation Linked Bond Fund  1060 1360 1560 46060 1460
American Funds Mortgage Fund  1042 1342 1542 46042 1442
American Funds Strategic Bond Fund  10112 13112 15112 46112 14112
American High-Income Trust  1021 1321 1521 46021 1421
The Bond Fund of America  1008 1308 1508 46008 1408
Capital World Bond Fund  1031 1331 1531 46031 1431
Intermediate Bond Fund of America  1023 1323 1523 46023 1423
Short-Term Bond Fund of America  1048 1348 1548 46048 1448
U.S. Government Securities Fund  1022 1322 1522 46022 1422
Money market fund          
American Funds U.S. Government
Money Market Fund 
1059 1359 1559 46059 1459

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  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
Stock and stock/fixed-income funds                
AMCAP Fund  2102 2202 4102 2302 2402 2702 2502 2602
American Balanced Fund  2111 2211 4111 2311 2411 2711 2511 2611
American Funds Developing World Growth and Income Fund  21100 22100 41100 23100 24100 27100 25100 26100
American Funds Global Balanced Fund  2137 2237 4137 2337 2437 2737 2537 2637
American Mutual Fund  2103 2203 4103 2303 2403 2703 2503 2603
Capital Income Builder  2112 2212 4112 2312 2412 2712 2512 2612
Capital World Growth and Income Fund 2133 2233 4133 2333 2433 2733 2533 2633
EuroPacific Growth Fund  2116 2216 4116 2316 2416 2716 2516 2616
Fundamental Investors  2110 2210 4110 2310 2410 2710 2510 2610
The Growth Fund of America  2105 2205 4105 2305 2405 2705 2505 2605
The Income Fund of America  2106 2206 4106 2306 2406 2706 2506 2606
International Growth and Income Fund  2134 2234 41034 2334 2434 27034 2534 2634
The Investment Company of America 2104 2204 4104 2304 2404 2704 2504 2604
The New Economy Fund  2114 2214 4114 2314 2414 2714 2514 2614
New Perspective Fund  2107 2207 4107 2307 2407 2707 2507 2607
New World Fund  2136 2236 4136 2336 2436 2736 2536 2636
SMALLCAP World Fund  2135 2235 4135 2335 2435 2735 2535 2635
Washington Mutual Investors Fund  2101 2201 4101 2301 2401 2701 2501 2601
Fixed-income funds                
American Funds Emerging Markets Bond Fund  21114 22114 41114 23114 24114 27114 25114 26114
American Funds Corporate Bond Fund  2132 2232 4132 2332 2432 2732 2532 2632
American Funds Inflation Linked Bond Fund  2160 2260 4160 2360 2460 2760 2560 2660
American Funds Mortgage Fund  2142 2242 4142 2342 2442 2742 2542 2642
American Funds Strategic Bond Fund  21112 22112 41112 23112 24112 27112 25112 26112
American High-Income Trust  2121 2221 4121 2321 2421 2721 2521 2621
The Bond Fund of America  2108 2208 4108 2308 2408 2708 2508 2608
Capital World Bond Fund  2131 2231 4131 2331 2431 2731 2531 2631
Intermediate Bond Fund of America 2123 2223 4123 2323 2423 2723 2523 2623
Short-Term Bond Fund of America  2148 2248 4148 2348 2448 2748 2548 2648
U.S. Government Securities Fund  2122 2222 4122 2322 2422 2722 2522 2622
Money market fund                
American Funds U.S. Government
Money Market Fund 
2159 2259 4159 2359 2459 2759 2559 2659

The Investment Company of America — Page 75


 
 

 

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
American Funds Target Date Retirement Series®            
American Funds 2060 Target Date Retirement Fund® 083 383 43083 483 683 783
American Funds 2055 Target Date Retirement Fund® 082 382 43082 482 682 782
American Funds 2050 Target Date Retirement Fund® 069 369 43069 469 669 769
American Funds 2045 Target Date Retirement Fund® 068 368 43068 468 668 768
American Funds 2040 Target Date Retirement Fund® 067 367 43067 467 667 767
American Funds 2035 Target Date Retirement Fund® 066 366 43066 466 36066 766
American Funds 2030 Target Date Retirement Fund® 065 365 43065 465 665 765
American Funds 2025 Target Date Retirement Fund® 064 364 43064 464 664 764
American Funds 2020 Target Date Retirement Fund® 063 363 43063 463 663 763
American Funds 2015 Target Date Retirement Fund® 062 362 43062 462 662 762
American Funds 2010 Target Date Retirement Fund® 061 361 43061 461 661 761
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Target Date Retirement Series®                
American Funds 2060
Target Date Retirement Fund®
2183 2283 4183 2383 2483 2783 2583 2683
American Funds 2055
Target Date Retirement Fund®
2182 2282 4182 2382 2482 2782 2582 2682
American Funds 2050
Target Date Retirement Fund®
2169 2269 4169 2369 2469 2769 2569 2669
American Funds 2045
Target Date Retirement Fund®
2168 2268 4168 2368 2468 2768 2568 2668
American Funds 2040
Target Date Retirement Fund®
2167 2267 4167 2367 2467 2767 2567 2667
American Funds 2035
Target Date Retirement Fund®
2166 2266 4166 2366 2466 2766 2566 2666
American Funds 2030
Target Date Retirement Fund®
2165 2265 4165 2365 2465 2765 2565 2665
American Funds 2025
Target Date Retirement Fund®
2164 2264 4164 2364 2464 2764 2564 2664
American Funds 2020
Target Date Retirement Fund®
2163 2263 4163 2363 2463 2763 2563 2663
American Funds 2015
Target Date Retirement Fund®
2162 2262 4162 2362 2462 2762 2562 2662
American Funds 2010
Target Date Retirement Fund®
2161 2261 4161 2361 2461 2761 2561 2661

The Investment Company of America — Page 76


 
 

 

           
  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
American Funds College Target Date Series®          
American Funds College 2036 FundSM  10125 13125 15125 46125 14125
American Funds College 2033 Fund®  10103 13103 15103 46103 14103
American Funds College 2030 Fund®  1094 1394 1594 46094 1494
American Funds College 2027 Fund®  1093 1393 1593 46093 1493
American Funds College 2024 Fund®  1092 1392 1592 46092 1492
American Funds College 2021 Fund®  1091 1391 1591 46091 1491
American Funds College 2018 Fund®  1090 1390 1590 46090 1490
American Funds College Enrollment Fund®  1088 1388 1588 46088 1488
             
  Fund numbers
Fund Class
A
Class
C
Class
T
Class
F-1
Class
F-2
Class
F-3
American Funds Portfolio SeriesSM            
American Funds Global Growth PortfolioSM  055 355 43055 455 655 755
American Funds Growth PortfolioSM  053 353 43053 453 653 753
American Funds Growth and Income PortfolioSM  051 351 43051 451 651 751
American Funds Moderate
Growth and Income PortfolioSM 
050 350 43050 450 650 750
American Funds Conservative
Growth and Income PortfolioSM 
047 347 43047 447 647 747
American Funds Tax-Advantaged
Growth and Income PortfolioSM 
046 346 43046 446 646 746
American Funds Preservation PortfolioSM  045 345 43045 445 645 745
American Funds Tax-Exempt Preservation PortfolioSM 044 344 43044 444 644 744
           
  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
American Funds Global Growth Portfolio  1055 1355 1555 46055 1455
American Funds Growth Portfolio  1053 1353 1553 46053 1453
American Funds Growth and Income Portfolio  1051 1351 1551 46051 1451
American Funds Moderate
Growth and Income Portfolio 
1050 1350 1550 46050 1450
American Funds Conservative
Growth and Income Portfolio 
1047 1347 1547 46047 1447
American Funds Tax-Advantaged
Growth and Income Portfolio 
N/A N/A N/A N/A N/A
American Funds Preservation Portfolio  1045 1345 1545 46045 1445
American Funds Tax-Exempt Preservation Portfolio  N/A N/A N/A N/A N/A
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Global Growth Portfolio  2155 2255 4155 2355 2455 2755 2555 2655
American Funds Growth Portfolio  2153 2253 4153 2353 2453 2753 2553 2653
American Funds Growth and Income Portfolio  2151 2251 4151 2351 2451 2751 2551 2651
American Funds Moderate
Growth and Income Portfolio 
2150 2250 4150 2350 2450 2750 2550 2650
American Funds Conservative
Growth and Income Portfolio 
2147 2247 4147 2347 2447 2747 2547 2647
American Funds Tax-Advantaged
Growth and Income Portfolio 
N/A N/A N/A N/A N/A N/A N/A N/A
American Funds Preservation Portfolio  2145 2245 4145 2345 2445 2745 2545 2645
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A N/A N/A N/A

The Investment Company of America — Page 77


 
 

 

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
American Funds Retirement Income Portfolio SeriesSM            
American Funds Retirement Income Portfolio – ConservativeSM  30109 33109 43109 34109 36109 37109
American Funds Retirement Income Portfolio – ModerateSM  30110 33110 43110 34110 36110 37110
American Funds Retirement Income Portfolio – EnhancedSM  30111 33111 43111 34111 36111 37111
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Retirement Income Portfolio – Conservative  21109 22109 41109 23109 24109 27109 25109 26109
American Funds Retirement Income Portfolio – Moderate  21110 22110 41110 23110 24110 27110 25110 26110
American Funds Retirement Income Portfolio – Enhanced  21111 22111 41111 23111 24111 27111 25111 26111

The Investment Company of America — Page 78


 
 

 

 

Appendix

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

Description of bond ratings

Moody’s
Long-term rating scale

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

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

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

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

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

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

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

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

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

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

The Investment Company of America — Page 79


 
 

 

 

Standard & Poor’s
Long-term issue credit ratings

AAA
An obligation rated AAA has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

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

BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC, and C

Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC
An obligation rated CCC is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

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

The Investment Company of America — Page 80


 
 

 

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

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

Plus (+) or minus (–)

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

NR

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

The Investment Company of America — Page 81


 
 

 

 

Fitch Ratings, Inc.
Long-term credit ratings

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

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

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

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

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

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

CCC
Substantial credit risk. Default is a real possibility.

CC
Very high levels of credit risk. Default of some kind appears probable.

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

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

· The issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

· Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

The Investment Company of America — Page 82


 
 

 

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

· The selective payment default on a specific class or currency of debt;

· The uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

· The extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

· Execution of a distressed debt exchange on one or more material financial obligations.

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

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

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

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

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

The Investment Company of America — Page 83


 
 

 

 

Description of commercial paper ratings

Moody’s

Global short-term rating scale

P-1

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

P-2

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

P-3

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

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Standard & Poor’s

Commercial paper ratings (highest three ratings)

A-1

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

A-2

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

A-3

A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

The Investment Company of America — Page 84


 

 

 
 

 

The Investment Company of America®
Investment portfolio
December 31, 2017
Common stocks 90.41%
Energy 7.53%
Shares Value
(000)
Apache Corp. 2,850,000 $120,327
BP PLC1 26,748,508 188,644
Canadian Natural Resources, Ltd. 20,086,082 717,794
Chesapeake Energy Corp.2 20,000,000 79,200
Chevron Corp. 4,800,000 600,912
Concho Resources Inc.2 3,317,000 498,280
Enbridge Inc. 1,937,272 75,767
Eni SpA1 11,785,561 194,896
EOG Resources, Inc. 9,941,200 1,072,755
Exxon Mobil Corp. 7,000,835 585,550
Halliburton Co. 10,700,000 522,909
Kinder Morgan, Inc. 1,875,000 33,881
Noble Energy, Inc. 19,908,889 580,145
Plains GP Holdings, LP, Class A 7,022,431 154,142
Royal Dutch Shell PLC, Class A1 146,762 4,913
Royal Dutch Shell PLC, Class B1 12,830,686 432,740
Schlumberger Ltd. 4,915,000 331,222
Southwestern Energy Co.2 5,990,353 33,426
Suncor Energy Inc. 8,121,292 298,168
TOTAL SA1 9,917,823 547,219
    7,072,890
Materials 3.57%    
Barrick Gold Corp. 1,725,000 24,961
BHP Billiton PLC1 8,507,000 174,127
DowDuPont Inc. 7,000,000 498,540
Freeport-McMoRan Inc.2 46,154,100 875,082
Glencore PLC1 15,139,000 79,651
International Flavors & Fragrances Inc. 1,358,853 207,375
PPG Industries, Inc. 1,743,000 203,617
Praxair, Inc. 3,853,300 596,028
Rio Tinto PLC1 2,627,000 138,646
Vale SA, ordinary nominative 14,311,103 173,695
Vale SA, ordinary nominative (ADR) 31,057,351 379,831
    3,351,553
Industrials 8.96%    
3M Co. 625,000 147,106
Airbus SE, non-registered shares1 2,000,000 198,611
BAE Systems PLC1 32,180,618 247,509
Boeing Co. 1,600,000 471,856
CSX Corp. 25,251,965 1,389,111
Cummins Inc. 1,391,000 245,706
General Dynamics Corp. 6,861,200 1,395,911
General Electric Co. 67,760,201 1,182,416
Illinois Tool Works Inc. 4,800,000 800,880
Lockheed Martin Corp. 1,250,000 401,313
The Investment Company of America — Page 1 of 6

Common stocks
Industrials (continued)
Shares Value
(000)
Nielsen Holdings PLC 11,971,480 $435,762
Rolls-Royce Holdings PLC1,2 37,116,000 422,414
Union Pacific Corp. 4,258,568 571,074
United Technologies Corp. 3,951,852 504,138
    8,413,807
Consumer discretionary 11.28%    
Amazon.com, Inc.2 1,790,400 2,093,819
Comcast Corp., Class A 10,493,034 420,246
General Motors Co. 4,514,173 185,036
Harley-Davidson, Inc. 5,216,507 265,416
Hasbro, Inc. 2,000,000 181,780
Home Depot, Inc. 6,620,000 1,254,689
Kering SA1 120,400 56,760
Las Vegas Sands Corp. 12,450,000 865,150
Marriott International, Inc., Class A 2,236,700 303,587
McDonald’s Corp. 4,200,000 722,904
Netflix, Inc.2 1,295,000 248,588
NIKE, Inc., Class B 9,100,400 569,230
Omnicom Group Inc. 1,800,000 131,094
Priceline Group Inc.2 119,304 207,319
Sony Corp.1 1,283,500 57,654
Time Warner Inc. 4,607,932 421,488
TJX Companies, Inc. 2,000,000 152,920
Toyota Motor Corp.1 4,000,000 256,143
Twenty-First Century Fox, Inc., Class A 32,140,715 1,109,819
Viacom Inc., Class B 15,905,292 490,042
WPP PLC1 4,300,000 77,927
Wyndham Worldwide Corp. 2,423,000 280,753
Yum China Holdings, Inc. 445,939 17,846
YUM! Brands, Inc. 2,775,672 226,523
    10,596,733
Consumer staples 10.77%    
Altria Group, Inc. 16,455,000 1,175,052
Avon Products, Inc.2,3 25,493,441 54,811
British American Tobacco PLC1 12,663,400 854,658
British American Tobacco PLC (ADR) 2,033,865 136,249
Coca-Cola Co. 18,163,000 833,318
Conagra Brands, Inc. 5,521,100 207,980
Costco Wholesale Corp. 1,700,000 316,404
CVS Health Corp. 2,300,000 166,750
Imperial Brands PLC1 16,686,375 713,092
Kellogg Co. 5,584,000 379,600
Kimberly-Clark Corp. 460,099 55,516
Kraft Heinz Co. 6,124,722 476,258
Kroger Co. 15,301,500 420,026
Lamb Weston Holdings, Inc.3 9,502,013 536,389
Mondelez International, Inc. 9,875,000 422,650
Nestlé SA1 5,750,971 494,193
PepsiCo, Inc. 4,420,000 530,046
Pernod Ricard SA1 1,897,000 300,278
The Investment Company of America — Page 2 of 6

Common stocks
Consumer staples (continued)
Shares Value
(000)
Philip Morris International Inc. 17,132,019 $1,809,998
Procter & Gamble Co. 2,513,000 230,894
    10,114,162
Health care 16.29%    
Abbott Laboratories 17,902,624 1,021,703
AbbVie Inc. 57,880,449 5,597,618
Amgen Inc. 12,008,463 2,088,272
Danaher Corp. 1,500,000 139,230
Express Scripts Holding Co.2 7,930,357 591,922
Gilead Sciences, Inc. 12,507,791 896,058
Humana Inc. 1,125,000 279,079
Illumina, Inc.2 1,363,215 297,849
Johnson & Johnson 600,000 83,832
Medtronic PLC 8,868,000 716,091
Merck & Co., Inc. 2,800,000 157,556
Novartis AG1 2,000,000 169,083
Stryker Corp. 6,280,865 972,529
Takeda Pharmaceutical Co. Ltd.1 7,690,000 435,381
Teva Pharmaceutical Industries Ltd. (ADR) 20,306,000 384,799
Thermo Fisher Scientific Inc. 2,066,000 392,292
UnitedHealth Group Inc. 4,920,997 1,084,883
    15,308,177
Financials 10.33%    
AIA Group Ltd.1 9,900,000 84,430
American International Group, Inc. 16,198,200 965,089
Bank of Montreal 2,343,478 187,534
Barclays PLC1 74,544,411 203,254
Berkshire Hathaway Inc., Class B2 5,050,000 1,001,011
BNP Paribas SA1 3,483,289 259,763
Charles Schwab Corp. 12,518,189 643,059
Citigroup Inc. 2,300,000 171,143
HSBC Holdings PLC (ADR) 1,549,479 80,015
HSBC Holdings PLC (GBP denominated)1 4,933,118 50,876
JPMorgan Chase & Co. 11,362,000 1,215,052
M&T Bank Corp. 1,212,600 207,343
Marsh & McLennan Companies, Inc. 2,500,000 203,475
PNC Financial Services Group, Inc. 4,943,000 713,225
Progressive Corp. 6,000,000 337,920
Prudential Financial, Inc. 6,161,514 708,451
Prudential PLC1 2,000,000 51,420
Société Générale1 3,915,000 201,848
U.S. Bancorp 3,500,000 187,530
UBS Group AG1 12,961,000 238,148
Wells Fargo & Co. 25,753,300 1,562,453
Willis Towers Watson PLC 2,875,000 433,234
    9,706,273
Information technology 15.06%    
Accenture PLC, Class A 8,745,933 1,338,915
Alphabet Inc., Class A2 951,030 1,001,815
Alphabet Inc., Class C2 1,041,859 1,090,201
Amphenol Corp., Class A 935,000 82,093
Apple Inc. 6,045,761 1,023,124
The Investment Company of America — Page 3 of 6

Common stocks
Information technology (continued)
Shares Value
(000)
ASML Holding NV1 2,353,849 $408,365
Broadcom Ltd. 2,346,000 602,687
Cisco Systems, Inc. 5,400,000 206,820
Intel Corp. 35,632,000 1,644,773
MasterCard Inc., Class A 1,000,000 151,360
Microsoft Corp. 26,719,373 2,285,575
Motorola Solutions, Inc. 858,430 77,551
Oracle Corp. 5,500,000 260,040
salesforce.com, inc.2 969,900 99,153
Samsung Electronics Co., Ltd.1 450,233 1,069,675
Skyworks Solutions, Inc. 2,758,000 261,872
Symantec Corp. 6,473,000 181,632
Taiwan Semiconductor Manufacturing Co., Ltd.1 10,400,000 79,914
Texas Instruments Inc. 13,330,773 1,392,266
Visa Inc., Class A 750,000 85,515
Western Union Co.3 31,972,600 607,799
Xilinx, Inc. 3,000,000 202,260
    14,153,405
Telecommunication services 4.07%    
AT&T Inc. 12,432,734 483,384
BT Group PLC1 25,895,000 94,813
CenturyLink, Inc. 15,678,819 261,523
SoftBank Group Corp.1 1,017,000 80,346
Verizon Communications Inc. 52,097,795 2,757,536
Vodafone Group PLC1 45,300,000 143,106
    3,820,708
Utilities 1.79%    
American Electric Power Co., Inc. 4,014,088 295,316
Dominion Energy, Inc. 7,723,824 626,093
Duke Energy Corp. 216,753 18,231
Exelon Corp. 11,060,000 435,875
NextEra Energy, Inc. 300,000 46,857
Power Assets Holdings Ltd.1 14,000,000 118,150
Southern Co. 3,000,000 144,270
    1,684,792
Miscellaneous 0.76%    
Other common stocks in initial period of acquisition   712,101
Total common stocks (cost: $53,281,799,000)   84,934,601
Convertible stocks 0.07%
Energy 0.07%
   
Kinder Morgan Inc., Series A, depository share, 9.75% convertible preferred 2018 597,000 22,662
Southwestern Energy Co., Series B, 6.25% convertible preferred 2018 3,450,000 41,055
Total convertible stocks (cost: $120,870,000)   63,717
The Investment Company of America — Page 4 of 6

Bonds, notes & other debt instruments 0.15%
U.S. Treasury bonds & notes 0.15%
U.S. Treasury 0.15%
Principal?amount
(000)
Value
(000)
U.S. Treasury 1.625% 2026 $149,700 $141,176
Total bonds, notes & other debt instruments (cost: $150,452,000)   141,176
Short-term securities 9.01%    
Apple Inc. 1.22%–1.43% due 1/2/2018–3/1/20184 272,200 271,750
Bank of New York Mellon Corp. 1.23%–1.33% due 1/29/2018–2/26/2018 258,700 258,178
CAFCO, LLC 1.39%–1.75% due 2/7/2018–3/23/20184 143,500 143,171
Chariot Funding, LLC 1.40% due 1/3/20184 47,000 46,990
Chevron Corp. 1.22%–1.35% due 1/11/2018–2/13/20184 270,000 269,715
Ciesco LLC 1.45%–1.75% due 2/20/2018–3/21/20184 159,700 159,260
Cisco Systems, Inc. 1.21%–1.29% due 1/16/2018–2/8/20184 344,700 344,356
Coca-Cola Co. 1.25%–1.47% due 1/24/2018–3/15/20184 189,000 188,627
Eli Lilly and Co. 1.24% due 1/10/20184 50,000 49,977
Emerson Electric Co. 1.30% due 2/6/20184 50,000 49,920
ExxonMobil Corp. 1.21%–1.24% due 1/11/2018–2/14/2018 60,000 59,935
Fannie Mae 1.30% due 3/26/2018 32,100 31,995
Federal Farm Credit Banks 1.21%–1.22% due 3/15/2018–4/13/2018 90,000 89,681
Federal Home Loan Bank 1.05%–1.34% due 1/3/2018–3/19/2018 2,998,600 2,995,677
Freddie Mac 1.31% due 4/11/2018 29,600 29,484
GE Capital Treasury Services (U.S.) LLC 1.35% due 2/27/2018 100,000 99,749
IBM Credit LLC 1.44%–1.62% due 2/26/2018–3/13/20184 128,600 128,238
John Deere Canada ULC 1.40% due 2/6/20184 25,000 24,960
John Deere Capital Corp. 1.35% due 2/2/20184 100,000 99,856
John Deere Financial Inc. 1.26% due 1/9/20184 99,100 99,057
Microsoft Corp. 1.24%–1.32% due 1/23/2018–2/6/20184 120,700 120,556
Mitsubishi UFJ Trust and Banking Corp. 1.52% due 1/19/20184 66,500 66,441
Paccar Financial Corp. 1.25%–1.32% due 1/4/2018–1/19/2018 48,500 48,472
Pfizer Inc. 1.22%–1.47% due 1/4/2018–2/28/20184 225,000 224,734
Private Export Funding Corp. 1.32%–1.37% due 2/12/2018–3/19/20184 95,200 94,947
Procter & Gamble Co. 1.20%–1.34% due 1/2/2018–2/26/20184 303,500 303,048
Qualcomm Inc. 1.21%–1.25% due 1/9/2018–1/25/20184 299,800 299,547
Simon Property Group, L.P. 1.36% due 1/23/2018–1/30/20184 50,300 50,240
Sumitomo Mitsui Banking Corp. 1.40% due 1/5/20184 75,000 74,979
U.S. Bank, N.A. 1.32%–1.41% due 1/22/2018–4/23/2018 245,000 244,930
U.S. Treasury Bills 1.08%–1.56% due 1/2/2018–11/8/2018 1,252,900 1,249,808
Wal-Mart Stores, Inc. 1.22% due 1/4/20184 50,000 49,988
Walt Disney Co. 1.50% due 2/14/2018–2/16/20184 150,000 149,705
Wells Fargo Bank, N.A. 1.42% due 2/1/2018 50,000 49,994
Total short-term securities (cost: $8,469,097,000)   8,467,965
Total investment securities 99.64% (cost: $62,022,218,000)   93,607,459
Other assets less liabilities 0.36%   341,721
Net assets 100.00%   $93,949,180
As permitted by U.S. Securities and Exchange Commission regulations, “Miscellaneous” securities include holdings in their first year of acquisition that have not previously been publicly disclosed.
The Investment Company of America — Page 5 of 6

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.
1 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities was $9,128,647,000, which represented 9.72% of the net assets of the fund. This entire amount relates to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
2 Security did not produce income during the last 12 months.
3 Represents an affiliated company as defined under the Investment Company Act of 1940.
4 Acquired in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $3,310,062,000, which represented 3.52% of the net assets of the fund.
    
Key to abbreviations
ADR = American Depositary Receipts
GBP = British pounds
Additional financial disclosures are included in the fund’s current shareholder report and should be read in conjunction with this report.
Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value.
Investors should carefully consider investment objectives, risks, charges and expenses. This and other important information is contained in the fund prospectus and summary prospectus, which can be obtained from your financial professional and should be read carefully before investing. You may also call American Funds Service Company (AFS) at (800) 421-4225 or visit the American Funds website at americanfunds.com. Fund shares offered through American Funds Distributors, Inc.
MFGEFPX-004-0218O-S60671 The Investment Company of America — Page 6 of 6

 

 

 

Summary investment portfolio December 31, 2017

 

Industry sector diversification Percent of net assets

 

 

Common stocks 90.41%   Shares     Value
(000)
 
Energy 7.53%            
Canadian Natural Resources, Ltd.     20,086,082     $ 717,794  
Chevron Corp.     4,800,000       600,912  
EOG Resources, Inc.     9,941,200       1,072,755  
Exxon Mobil Corp.     7,000,835       585,550  
Noble Energy, Inc.     19,908,889       580,145  
Other securities             3,515,734  
              7,072,890  
                 
Materials 3.57%                
Freeport-McMoRan Inc.1     46,154,100       875,082  
Praxair, Inc.     3,853,300       596,028  
Other securities             1,880,443  
              3,351,553  
                 
Industrials 8.96%                
CSX Corp.     25,251,965       1,389,111  
General Dynamics Corp.     6,861,200       1,395,911  
General Electric Co.     67,760,201       1,182,416  
Illinois Tool Works Inc.     4,800,000       800,880  
Union Pacific Corp.     4,258,568       571,074  
Other securities             3,074,415  
              8,413,807  
                 
Consumer discretionary 11.28%                
Amazon.com, Inc.1     1,790,400       2,093,819  
Home Depot, Inc.     6,620,000       1,254,689  
Las Vegas Sands Corp.     12,450,000       865,150  
McDonald’s Corp.     4,200,000       722,904  
Twenty-First Century Fox, Inc., Class A     32,140,715       1,109,819  
Other securities             4,550,352  
              10,596,733  
                 
Consumer staples 10.77%                
Altria Group, Inc.     16,455,000       1,175,052  
British American Tobacco PLC2     12,663,400       854,658  
British American Tobacco PLC (ADR)     2,033,865       136,249  
Coca-Cola Co.     18,163,000       833,318  
Imperial Brands PLC2     16,686,375       713,092  
Philip Morris International Inc.     17,132,019       1,809,998  
Other securities             4,591,795  
              10,114,162  

 

6 The Investment Company of America
 
    Shares     Value
(000)
 
Health care 16.29%            
Abbott Laboratories     17,902,624     $ 1,021,703  
AbbVie Inc.     57,880,449       5,597,618  
Amgen Inc.     12,008,463       2,088,272  
Express Scripts Holding Co.1     7,930,357       591,922  
Gilead Sciences, Inc.     12,507,791       896,058  
Medtronic PLC     8,868,000       716,091  
Stryker Corp.     6,280,865       972,529  
UnitedHealth Group Inc.     4,920,997       1,084,883  
Other securities             2,339,101  
              15,308,177  
                 
Financials 10.33%                
American International Group, Inc.     16,198,200       965,089  
Berkshire Hathaway Inc., Class B1     5,050,000       1,001,011  
Charles Schwab Corp.     12,518,189       643,059  
JPMorgan Chase & Co.     11,362,000       1,215,052  
PNC Financial Services Group, Inc.     4,943,000       713,225  
Prudential Financial, Inc.     6,161,514       708,451  
Wells Fargo & Co.     25,753,300       1,562,453  
Other securities             2,897,933  
              9,706,273  
                 
Information technology 15.06%                
Accenture PLC, Class A     8,745,933       1,338,915  
Alphabet Inc., Class A1     951,030       1,001,815  
Alphabet Inc., Class C1     1,041,859       1,090,201  
Apple Inc.     6,045,761       1,023,124  
Broadcom Ltd.     2,346,000       602,687  
Intel Corp.     35,632,000       1,644,773  
Microsoft Corp.     26,719,373       2,285,575  
Samsung Electronics Co., Ltd.2     450,233       1,069,675  
Texas Instruments Inc.     13,330,773       1,392,266  
Western Union Co.3     31,972,600       607,799  
Other securities             2,096,575  
              14,153,405  
                 
Telecommunication services 4.07%                
Verizon Communications Inc.     52,097,795       2,757,536  
Other securities             1,063,172  
              3,820,708  
                 
Utilities 1.79%                
Dominion Energy, Inc.     7,723,824       626,093  
Other securities             1,058,699  
              1,684,792  
                 
Miscellaneous 0.76%                
Other common stocks in initial period of acquisition             712,101  
                 
Total common stocks (cost: $53,281,799,000)             84,934,601  
             
Convertible stocks 0.07%            
Energy 0.07%            
Other securities             63,717  
                 
Total convertible stocks (cost: $120,870,000)             63,717  
                 
Bonds, notes & other debt instruments 0.15%   Principal amount
(000)
       
U.S. Treasury bonds & notes 0.15%            
U.S. Treasury 1.625% 2026   $ 149,700       141,176  
                 
Total bonds, notes & other debt instruments (cost: $150,452,000)             141,176  

 

The Investment Company of America 7
 
Short-term securities 9.01%   Principal amount
(000)
    Value
(000)
 
Apple Inc. 1.22%–1.43% due 1/2/2018–3/1/20184   $ 272,200     $ 271,750  
Chariot Funding, LLC 1.40% due 1/3/20184     47,000       46,990  
Coca-Cola Co. 1.25%–1.47% due 1/24/2018–3/15/20184     189,000       188,627  
Federal Home Loan Bank 1.05%–1.34% due 1/3/2018–3/19/2018     2,998,600       2,995,677  
GE Capital Treasury Services (U.S.) LLC 1.35% due 2/27/2018     100,000       99,749  
Microsoft Corp. 1.24%–1.32% due 1/23/2018–2/6/20184     120,700       120,556  
U.S. Treasury Bills 1.08%–1.56% due 1/2/2018–11/8/2018     1,252,900       1,249,808  
Wells Fargo Bank, N.A. 1.42% due 2/1/2018     50,000       49,994  
Other securities             3,444,814  
                 
Total short-term securities (cost: $8,469,097,000)             8,467,965  
                 
Total investment securities 99.64% (cost: $62,022,218,000)             93,607,459  
Other assets less liabilities 0.36%             341,721  
                 
Net assets 100.00%           $ 93,949,180  

 

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

 

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

 

“Other securities” includes all issues that are not disclosed separately in the summary investment portfolio.

 

Investments in affiliates

A company is an affiliate of the fund under the Investment Company Act of 1940 if the fund’s holdings in that company represent 5% or more of the outstanding voting shares. The value of the fund’s affiliated-company holdings is either shown in the summary investment portfolio or included in the value of “Other securities” under the respective industry sectors. Further details on such holdings and related transactions during the year ended December 31, 2017, appear below.

 

    Beginning
 shares
    Additions     Reductions     Ending
 shares
    Net
 realized
 (loss) gain
 (000)
    Net
 unrealized
 appreciation
 (depreciation)
 (000)
    Dividend
 income
 (000)
    Value of
 affiliates at
 12/31/2017
 (000)
 
Common stocks 1.28%
Materials 0.00%
Freeport-McMoRan Inc.1,5     71,019,145       1,783,000       26,648,045       46,154,100     $ (65,095 )   $ 345,774     $     $  
                                                                 
Consumer staples 0.63%
Lamb Weston Holdings, Inc.     3,636,699       5,865,314             9,502,013             125,660       3,912       536,389  
Avon Products, Inc.1     25,493,441                   25,493,441             (73,676 )           54,811  
                                                              591,200  
                                                                 
Information technology 0.65%
Western Union Co.     35,700,000             3,727,400       31,972,600       3,230       (98,020 )     24,632       607,799  
Total 1.28%                                   $ (61,865 )   $ 299,738     $ 28,544     $ 1,198,999  

 

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

 

1 Security did not produce income during the last 12 months.
2 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities, including those in “Other securities,” was $9,128,647,000, which represented 9.72% of the net assets of the fund. This entire amount relates to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
3 Represents an affiliated company as defined under the Investment Company Act of 1940.
4 Acquired in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities, including those in “Other securities,” was $3,310,062,000, which represented 3.52% of the net assets of the fund.
5 Unaffiliated issuer at 12/31/2017.

 

Key to abbreviation

ADR = American Depositary Receipts

 

See Notes to Financial Statements

 

8 The Investment Company of America
 

Financial statements

 

Statement of assets and liabilities  
at December 31, 2017 (dollars in thousands)

 

Assets:                
Investment securities, at value:                
Unaffiliated issuers (cost: $61,034,420)   $ 92,408,460          
Affiliated issuers (cost: $987,798)     1,198,999     $ 93,607,459  
Cash             154,352  
Cash denominated in currencies other than U.S. dollars (cost: $13,407)             13,407  
Receivables for:                
Sales of investments     81,978          
Sales of fund’s shares     147,191          
Dividends and interest     116,082          
Other     394       345,645  
              94,120,863  
Liabilities:                
Payables for:                
Purchases of investments     31,898          
Repurchases of fund’s shares     87,664          
Investment advisory services     18,639          
Services provided by related parties     22,300          
Trustees’ deferred compensation     7,885          
Other     3,297       171,683  
Net assets at December 31, 2017           $ 93,949,180  
                 
Net assets consist of:                
Capital paid in on shares of beneficial interest           $ 60,156,151  
Undistributed net investment income             350,370  
Undistributed net realized gain             1,857,025  
Net unrealized appreciation             31,585,634  
Net assets at December 31, 2017           $ 93,949,180  

 

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

 

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

unlimited shares authorized (2,327,511 total shares outstanding)

 

          Shares     Net asset value  
    Net assets     outstanding     per share  
Class A   $ 63,640,086       1,575,740     $ 40.39  
Class C     1,805,484       45,165       39.98  
Class T     11       *     40.38  
Class F-1     2,038,683       50,602       40.29  
Class F-2     4,840,392       119,899       40.37  
Class F-3     2,817,413       69,784       40.37  
Class 529-A     2,843,196       70,570       40.29  
Class 529-C     373,789       9,300       40.19  
Class 529-E     92,431       2,301       40.16  
Class 529-T     11       *     40.38  
Class 529-F-1     83,331       2,071       40.24  
Class R-1     88,348       2,205       40.07  
Class R-2     686,598       17,112       40.12  
Class R-2E     42,871       1,064       40.28  
Class R-3     1,028,297       25,555       40.24  
Class R-4     1,687,963       41,911       40.28  
Class R-5E     9,620       238       40.36  
Class R-5     314,916       7,799       40.38  
Class R-6     11,555,740       286,195       40.38  

 

* Amount less than one thousand.

 

See Notes to Financial Statements

 

The Investment Company of America 9
 
Statement of operations  
for the year ended December 31, 2017 (dollars in thousands)

 

Investment income:                
Income:                
Dividends (net of non-U.S. taxes of $29,988; also includes $28,544 from affiliates)   $ 1,957,575          
Interest     72,249     $ 2,029,824  
Fees and expenses*:                
Investment advisory services     205,514          
Distribution services     191,616          
Transfer agent services     68,432          
Administrative services     19,174          
Reports to shareholders     2,804          
Registration statement and prospectus     2,490          
Trustees’ compensation     1,588          
Auditing and legal     216          
Custodian     1,456          
Other     2,365       495,655  
Net investment income             1,534,169  
                 
Net realized gain and unrealized appreciation:                
Net realized gain (loss) on:                
Investments:                
Unaffiliated issuers     6,816,376          
Affiliated issuers     (61,865 )        
Forward currency contracts     (846 )        
Currency transactions     (762 )     6,752,903  
Net unrealized appreciation (depreciation) on:                
Investments:                
Unaffiliated issuers     7,148,596          
Affiliated issuers     299,738          
Forward currency contracts     (1,491 )        
Currency translations     548       7,447,391  
Net realized gain and unrealized appreciation             14,200,294  
                 
Net increase in net assets resulting from operations           $ 15,734,463  

 

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

 

Statements of changes in net assets

 

    Year ended December 31  
    2017     2016  
Operations:                
Net investment income   $ 1,534,169     $ 1,391,772  
Net realized gain     6,752,903       2,893,324  
Net unrealized appreciation     7,447,391       6,038,291  
Net increase in net assets resulting from operations     15,734,463       10,323,387  
                 
Dividends and distributions paid to shareholders:                
Dividends from net investment income     (1,510,695 )     (1,456,141 )
Distributions from net realized gain on investments     (4,979,794 )     (2,762,984 )
Total dividends and distributions paid to shareholders     (6,490,489 )     (4,219,125 )
                 
Net capital share transactions     4,741,269       1,970,385  
                 
Total increase in net assets     13,985,243       8,074,647  
                 
Net assets:                
Beginning of year     79,963,937       71,889,290  
End of year (including undistributed net investment income: $350,370 and $327,483, respectively)   $ 93,949,180     $ 79,963,937  

 

 

See Notes to Financial Statements

 

10 The Investment Company of America
 

Notes to financial statements

 

1. Organization

 

The Investment Company of America (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term growth of capital and income.

 

The fund has 19 share classes consisting of six retail share classes (Classes A, C, T, F-1, F-2 and F-3), five 529 college savings plan share classes (Classes 529-A, 529-C, 529-E, 529-T and 529-F-1) and eight retirement plan share classes (Classes R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6). The 529 college savings plan share classes can be used to save for college education. The retirement plan share classes are generally offered only through eligible employer-sponsored retirement plans. The fund’s share classes are described further in the following table:

 

        Contingent deferred sales charge upon    
Share class   Initial sales charge   redemption   Conversion feature
Classes A and 529-A   Up to 5.75%   None (except 1% for certain redemptions within one year of purchase without an initial sales charge1)   None
Class C   None   1% for redemptions within one year of purchase   Class C converts to Class F-1 after 10 years
Class 529-C   None   1% for redemptions within one year of purchase   Class 529-C converts to Class 529-A after 10 years2
Class 529-E   None   None   None
Classes T and 529-T3   Up to 2.50%   None   None
Classes F-1, F-2, F-3 and 529-F-1   None   None   None
Classes R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6   None   None   None

 

1 18 months for shares purchased on or after August 14, 2017.
2 Effective December 1, 2017.
3 Class T and 529-T shares are not available for purchase.

 

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

 

2. Significant accounting policies

 

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

 

Cash — Cash includes amounts held in an interest bearing deposit facility.

 

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

 

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

 

The Investment Company of America 11
 

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

 

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

 

3. Valuation

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the fund’s investment adviser are fair valued as determined in good faith under fair valuation guidelines adopted by authority of the fund’s board of trustees as further described. The investment adviser follows fair valuation guidelines, consistent with U.S. Securities and Exchange Commission rules and guidance, to consider relevant principles and factors when making fair value determinations. The investment adviser considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related

 

12 The Investment Company of America
 

corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. In addition, the closing prices of equity securities that trade in markets outside U.S. time zones may be adjusted to reflect significant events that occur after the close of local trading but before the net asset value of each share class of the fund is determined. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

 

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

 

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

 

Classifications — The fund’s investment adviser classifies the fund’s assets and liabilities into three levels based on the inputs used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Certain securities trading outside the U.S. may transfer between Level 1 and Level 2 due to valuation adjustments resulting from significant market movements following the close of local trading. Level 3 values are based on significant unobservable inputs that reflect the investment adviser’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following table presents the fund’s valuation levels as of December 31, 2017 (dollars in thousands):

 

    Investment securities  
    Level 1     Level 2*     Level 3     Total  
Assets:                                
Common stocks:                                
Energy   $ 5,704,478     $ 1,368,412     $     $ 7,072,890  
Materials     2,959,129       392,424             3,351,553  
Industrials     7,545,273       868,534             8,413,807  
Consumer discretionary     10,148,249       448,484             10,596,733  
Consumer staples     7,751,941       2,362,221             10,114,162  
Health care     14,703,713       604,464             15,308,177  
Financials     8,616,534       1,089,739             9,706,273  
Information technology     12,595,451       1,557,954             14,153,405  
Telecommunication services     3,502,443       318,265             3,820,708  
Utilities     1,566,642       118,150             1,684,792  
Miscellaneous     712,101                   712,101  
Convertible stocks     63,717                   63,717  
Bonds, notes & other debt instruments           141,176             141,176  
Short-term securities           8,467,965             8,467,965  
Total   $ 75,869,671     $ 17,737,788     $     $ 93,607,459  

 

* Securities with a value of $9,128,647,000, which represented 9.72% of the net assets of the fund, were classified as Level 2 due to significant market movements following the close of local trading.

 

The Investment Company of America 13
 

4. Risk factors

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

5. Certain investment techniques

 

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

 

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

 

Closed forward currency contracts that have not reached their settlement date are included in the respective receivables or payables for closed forward currency contracts in the fund’s statement of assets and liabilities. Net realized gains or losses from closed forward currency contracts and net unrealized appreciation or depreciation from open forward currency contracts are recorded in the fund’s statement of operations. As of December 31, 2017, the fund did not have any open forward currency contracts. The average month-end notional amount of open forward currency contracts while held was $79,939,000.

 

14 The Investment Company of America
 

The following table presents the financial statement impacts resulting from the fund’s use of forward currency contracts as of, or for the year ended, December 31, 2017 (dollars in thousands):

 

        Net realized loss     Net unrealized depreciation  
        Location on statement of           Location on statement of        
Contracts   Risk type   operations     Value     operations     Value  
                             
Forward currency   Currency   Net realized loss on forward currency contracts   $ (846 )   Net unrealized depreciation on forward currency contracts   $ (1,491 )

 

6. Taxation and distributions

 

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

 

As of and during the period ended December 31, 2017, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any significant interest or penalties.

 

The fund’s tax returns are not subject to examination by federal, state and, if applicable, non-U.S. tax authorities after the expiration of each jurisdiction’s statute of limitations, which is generally three years after the date of filing but can be extended in certain jurisdictions.

 

Non-U.S. taxation — Dividend and interest income are recorded net of non-U.S. taxes paid. The fund may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. As a result of rulings from European courts, the fund filed for additional reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. Gains realized by the fund on the sale of securities in certain countries, if any, may be subject to non-U.S. taxes. If applicable, the fund records an estimated deferred tax liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.

 

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

 

During the year ended December 31, 2017, the fund reclassified $484,000 from undistributed net investment income to undistributed net realized gain, $103,000 from undistributed net investment income to capital paid in on shares of beneficial interest and $261,303,000 from undistributed net realized gain to capital paid in on shares of beneficial interest to align financial reporting with tax reporting.

 

As of December 31, 2017, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investments were as follows (dollars in thousands):

 

Undistributed ordinary income   $ 358,256  
Undistributed long-term capital gains     1,292,998  
Post-October capital loss deferral*     68,006  
Gross unrealized appreciation on investments     34,340,907  
Gross unrealized depreciation on investments     (2,123,632 )
Net unrealized appreciation on investments     32,217,275  
Cost of investments     61,390,184  

 

* This deferral is considered incurred in the subsequent year.

 

The Investment Company of America 15
 

Distributions paid were characterized for tax purposes as follows (dollars in thousands):

 

    Year ended December 31, 2017     Year ended December 31, 2016  
Share class   Ordinary
income
    Long-term
capital gains
    Total
dividends and
distributions
paid
    Ordinary
income
    Long-term
capital gains
    Total
dividends and
distributions
paid
 
Class A   $ 1,044,673     $ 3,382,486     $ 4,427,159     $ 1,088,281     $ 2,022,348     $ 3,110,629  
Class B1                       713       1,418       2,131  
Class C     16,174       96,616       112,790       18,879       59,383       78,262  
Class T2     3     3     3                        
Class F-1     33,043       109,027       142,070       37,434       68,861       106,295  
Class F-2     84,654       254,585       339,239       70,153       147,599       217,752  
Class F-34     36,371       148,708       185,079                          
Class 529-A     42,287       150,850       193,137       41,156       81,201       122,357  
Class 529-B1                       95       220       315  
Class 529-C     3,622       19,905       23,527       5,213       17,504       22,717  
Class 529-E     1,239       4,942       6,181       1,293       2,910       4,203  
Class 529-T2     3     3     3                        
Class 529-F-1     1,426       4,366       5,792       1,364       2,437       3,801  
Class R-1     775       4,713       5,488       945       2,971       3,916  
Class R-2     6,022       36,557       42,579       7,203       22,729       29,932  
Class R-2E     408       2,253       2,661       159       535       694  
Class R-3     13,449       55,089       68,538       14,290       33,001       47,291  
Class R-4     26,722       89,576       116,298       22,334       52,454       74,788  
Class R-5E     51       153       204       19       92       111  
Class R-5     5,663       16,645       22,308       12,206       9,024       21,230  
Class R-6     194,116       603,323       797,439       134,404       238,297       372,701  
Total   $ 1,510,695     $ 4,979,794     $ 6,490,489     $ 1,456,141     $ 2,762,984     $ 4,219,125  

 

1 Class B and 529-B shares were fully liquidated on May 5, 2017.
2 Class T and 529-T shares began investment operations on April 7, 2017.
3 Amount less than one thousand.
4 Class F-3 shares began investment operations on January 27, 2017.

 

7. Fees and transactions with related parties

 

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

 

Investment advisory services — The fund has an investment advisory and service agreement with CRMC that provides for monthly fees accrued daily. These fees are based on a series of decreasing annual rates beginning with 0.390% on the first $1 billion of daily net assets and decreasing to 0.219% on such assets in excess of $89 billion. For the year ended December 31, 2017, the investment advisory services fee was $205,514,000, which was equivalent to an annualized rate of 0.236% of average daily net assets.

 

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

 

Distribution services — The fund has plans of distribution for all share classes, except Class F-2, F-3, R-5E, R-5 and R-6 shares. Under the plans, the board of trustees approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.25% to 1.00% as noted in this section. In some cases, the board of trustees has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide

 

16 The Investment Company of America
 

certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

 

Share class   Currently approved limits   Plan limits  
Class A     0.25 %        0.25 %  
Class 529-A     0.25       0.50    
Classes C, 529-C and R-1     1.00       1.00    
Class R-2     0.75       1.00    
Class R-2E     0.60       0.85    
Classes 529-E and R-3     0.50       0.75    
Classes T, F-1, 529-T, 529-F-1 and R-4     0.25       0.50    

 

For Class A and 529-A shares, distribution-related expenses include the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These share classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limits are not exceeded. As of December 31, 2017, there were no unreimbursed expenses subject to reimbursement for Class A or 529-A shares.

 

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

 

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

 

529 plan services — Each 529 share class is subject to service fees to compensate the Virginia College Savings Plan (“Virginia529”) for its oversight and administration of the 529 college savings plan. The quarterly fee is based on a series of decreasing annual rates beginning with 0.10% on the first $20 billion of the net assets invested in the Class 529 shares of the American Funds and decreasing to 0.03% on such assets in excess of $100 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter. The fee is included in other expenses in the fund’s statement of operations. Virginia529 is not considered a related party to the fund.

 

The Investment Company of America 17
 

For the year ended December 31, 2017, class-specific expenses under the agreements were as follows (dollars in thousands):

 

Share class   Distribution
services
    Transfer agent
services
    Administrative
services
    529 plan
services
 
Class A     $142,638       $51,137       $6,103     Not applicable  
Class B1     63       10       Not applicable     Not applicable  
Class C     17,535       1,526       882     Not applicable  
Class T2           3     3   Not applicable  
Class F-1     5,107       2,692       1,026     Not applicable  
Class F-2     Not applicable       4,750       2,206     Not applicable  
Class F-34     Not applicable       138       805     Not applicable  
Class 529-A     5,672       1,858       1,265     $1,716  
Class 529-B1     8       2       3   1  
Class 529-C     5,130       417       261     354  
Class 529-E     441       36       44     60  
Class 529-T2     —         3     3   3
Class 529-F-1     —         56       38     51  
Class R-1     865       89       43     Not applicable  
Class R-2     4,968       2,368       334     Not applicable  
Class R-2E     181       59       15     Not applicable  
Class R-3     4,943       1,508       497     Not applicable  
Class R-4     4,065       1,630       814     Not applicable  
Class R-5E     Not applicable       4       2     Not applicable  
Class R-5     Not applicable       148       145     Not applicable  
Class R-6     Not applicable       4       4,694     Not applicable  
Total class-specific expenses     $191,616       $68,432       $19,174     $2,182  

 

1 Class B and 529-B shares were fully liquidated on May 5, 2017.
2 Class T and 529-T shares began investment operations on April 7, 2017.
3 Amount less than one thousand.
4 Class F-3 shares began investment operations on January 27, 2017.

 

Trustees’ deferred compensation — Trustees who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Trustees’ compensation of $1,588,000 in the fund’s statement of operations reflects $429,000 in current fees (either paid in cash or deferred) and a net increase of $1,159,000 in the value of the deferred amounts.

 

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

 

Security transactions with related funds — The fund may purchase from, or sell securities to, other funds managed by CRMC (or funds managed by certain affiliates of CRMC) under procedures adopted by the fund’s board of trustees. The funds involved in such transactions are considered related by virtue of having a common investment adviser (or affiliated investment advisers), common trustees and/or common officers. When such transactions occur, each transaction is executed at the current market price of the security and no brokerage commissions or fees are paid in accordance with Rule 17a-7 of the 1940 Act.

 

Interfund lending — Pursuant to an exemptive order issued by the SEC, the fund, along with other CRMC-managed funds (or funds managed by certain affiliates of CRMC), may participate in an interfund lending program. The program provides an alternate credit facility that permits the funds to lend or borrow cash for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. The fund did not lend or borrow cash through the interfund lending program at any time during the year ended December 31, 2017.

 

8. Warrants

 

As of December 31, 2017, the fund had warrants outstanding which may be exercised at any time for the purchase of 818,231 Class A shares at approximately $5.24 per share. If these warrants had been exercised as of December 31, 2017, the net asset value of each share class would have been reduced by less than $0.02 per share. No warrants were exercised during the year ended December 31, 2017.

 

18 The Investment Company of America
 

9. Capital share transactions

 

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

 

    Sales1     Reinvestments of
dividends and distributions
    Repurchases1     Net (decrease)
increase
 
Share class   Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares  
                                                 
Year ended December 31, 2017                                                  
                                                                 
Class A   $ 2,927,983       75,405     $ 4,307,498       107,283     $ (8,574,411 )     (218,994 )   $ (1,338,930 )     (36,306 )
Class B2     57       2       —         —         (42,509 )     (1,128 )     (42,452 )     (1,126 )
Class C     281,369       7,323       111,784       2,806       (487,379 )     (12,603 )     (94,226 )     (2,474 )
Class T3     10       4     —         —         —         —         10       4
Class F-1     343,690       8,865       138,940       3,469       (639,856 )     (16,299 )     (157,226 )     (3,965 )
Class F-2     2,720,163       69,888       321,565       8,015       (3,026,774 )     (78,362 )     14,954       (459 )
Class F-35     2,857,494       73,658       171,491       4,262       (324,662 )     (8,136 )     2,704,323       69,784  
Class 529-A     389,301       9,648       192,977       4,815       (350,807 )     (8,935 )     231,471       5,528  
Class 529-B2     13       4     —         —         (6,604 )     (175 )     (6,591 )     (175 )
Class 529-C     44,893       1,159       23,515       588       (264,363 )     (6,450 )     (195,955 )     (4,703 )
Class 529-E     7,026       181       6,181       154       (14,154 )     (361 )     (947 )     (26 )
Class 529-T3     10       4     1       4     —         —         11       4
Class 529-F-1     16,995       435       5,790       145       (17,504 )     (450 )     5,281       130  
Class R-1     10,237       266       5,466       137       (21,598 )     (557 )     (5,895 )     (154 )
Class R-2     154,196       3,988       42,546       1,064       (235,797 )     (6,083 )     (39,055 )     (1,031 )
Class R-2E     26,758       687       2,660       66       (4,859 )     (121 )     24,559       632  
Class R-3     235,765       6,084       68,503       1,711       (333,203 )     (8,569 )     (28,935 )     (774 )
Class R-4     314,429       8,149       116,258       2,903       (435,903 )     (11,165 )     (5,216 )     (113 )
Class R-5E     6,903       171       203       5       (491 )     (13 )     6,615       163  
Class R-5     90,239       2,321       22,301       556       (89,950 )     (2,300 )     22,590       577  
Class R-6     3,482,563       89,665       797,439       19,863       (633,119 )     (15,955 )     3,646,883       93,573  
Total net increase (decrease)   $ 13,910,094       357,895     $ 6,335,118       157,842     $ (15,503,943 )     (396,656 )   $ 4,741,269       119,081  
                                                                 
Year ended December 31, 2016                                                  
                                                                 
Class A   $ 3,130,470       89,151     $ 3,021,559       83,552     $ (7,085,990 )     (200,596 )   $ (933,961 )     (27,893 )
Class B     1,073       31       2,122       59       (126,874 )     (3,647 )     (123,679 )     (3,557 )
Class C     296,294       8,513       77,384       2,152       (432,638 )     (12,466 )     (58,960 )     (1,801 )
Class F-1     366,869       10,528       103,809       2,880       (1,127,014 )     (32,676 )     (656,336 )     (19,268 )
Class F-2     2,842,236       80,184       199,219       5,496       (848,535 )     (23,771 )     2,192,920       61,909  
Class 529-A     206,104       5,874       122,314       3,388       (291,003 )     (8,256 )     37,415       1,006  
Class 529-B     228       7       315       9       (20,144 )     (578 )     (19,601 )     (562 )
Class 529-C     45,532       1,303       22,713       629       (78,386 )     (2,237 )     (10,141 )     (305 )
Class 529-E     7,067       202       4,203       117       (11,962 )     (341 )     (692 )     (22 )
Class 529-F-1     14,690       419       3,800       105       (14,431 )     (408 )     4,059       116  
Class R-1     12,272       351       3,912       109       (20,668 )     (593 )     (4,484 )     (133 )
Class R-2     136,587       3,913       29,914       829       (201,039 )     (5,788 )     (34,538 )     (1,046 )
Class R-2E     15,306       441       694       19       (1,663 )     (48 )     14,337       412  
Class R-3     194,517       5,553       47,246       1,308       (224,270 )     (6,401 )     17,493       460  
Class R-4     596,687       16,903       74,711       2,066       (226,252 )     (6,476 )     445,146       12,493  
Class R-5E     2,601       72       111       3       (29 )     4       2,683       75  
Class R-5     106,278       3,025       21,219       594       (672,058 )     (19,021 )     (544,561 )     (15,402 )
Class R-6     1,545,651       43,968       372,701       10,305       (275,067 )     (7,787 )     1,643,285       46,486  
Total net increase (decrease)   $ 9,520,462       270,438     $ 4,107,946       113,620     $ (11,658,023 )     (331,090 )   $ 1,970,385       52,968  

 

1 Includes exchanges between share classes of the fund.
2 Class B and 529-B shares were fully liquidated on May 5, 2017.
3 Class T and 529-T shares began investment operations on April 7, 2017.
4 Amount less than one thousand.
5 Class F-3 shares began investment operations on January 27, 2017.

 

10. Investment transactions

 

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $21,990,596,000 and $23,964,714,000, respectively, during the year ended December 31, 2017.

 

The Investment Company of America 19
 

Financial highlights

 

          Income (loss) from
investment operations1
    Dividends and distributions                                
Period ended   Net asset
value,
beginning
of period
    Net
investment
income2
    Net gains
(losses) on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Distributions
(from capital
gains)
    Total
dividends
and
distributions
    Net asset
value,
end
of period
    Total
return3
    Net assets,
end of period
(in millions)
    Ratio of
expenses to
average
net assets
    Ratio of
net income
to average
net assets2
 
Class A:                                                                                                
12/31/2017   $ 36.23     $ .69     $ 6.41     $ 7.10     $ (.68 )   $ (2.26 )   $ (2.94 )   $ 40.39       19.73 %   $ 63,640       .57 %     1.76 %
12/31/2016     33.37       .65       4.20       4.85       (.69 )     (1.30 )     (1.99 )     36.23       14.59       58,402       .59       1.86  
12/31/2015     37.08       .66       (1.24 )     (.58 )     (.62 )     (2.51 )     (3.13 )     33.37       (1.44 )     54,725       .58       1.79  
12/31/2014     36.70       .85       3.60       4.45       (.73 )     (3.34 )     (4.07 )     37.08       12.09       58,430       .59       2.21  
12/31/2013     30.16       .61       9.07       9.68       (.63 )     (2.51 )     (3.14 )     36.70       32.42       55,032       .61       1.76  
Class C:                                                                                                
12/31/2017     35.89       .37       6.34       6.71       (.36 )     (2.26 )     (2.62 )     39.98       18.77       1,806       1.38       .95  
12/31/2016     33.08       .37       4.14       4.51       (.40 )     (1.30 )     (1.70 )     35.89       13.70       1,710       1.39       1.06  
12/31/2015     36.77       .36       (1.22 )     (.86 )     (.32 )     (2.51 )     (2.83 )     33.08       (2.24 )     1,635       1.39       .98  
12/31/2014     36.42       .54       3.56       4.10       (.41 )     (3.34 )     (3.75 )     36.77       11.20       1,774       1.39       1.41  
12/31/2013     29.95       .33       9.00       9.33       (.35 )     (2.51 )     (2.86 )     36.42       31.36       1,791       1.41       .95  
Class T:                                                                                                
12/31/20174,5     38.08       .56       4.59       5.15       (.59 )     (2.26 )     (2.85 )     40.38       13.61 6,7     8     .38 7,9     1.92 7,9
Class F-1:                                                                                                
12/31/2017     36.15       .65       6.39       7.04       (.64 )     (2.26 )     (2.90 )     40.29       19.60       2,039       .68       1.66  
12/31/2016     33.30       .62       4.18       4.80       (.65 )     (1.30 )     (1.95 )     36.15       14.48       1,972       .69       1.78  
12/31/2015     37.01       .62       (1.23 )     (.61 )     (.59 )     (2.51 )     (3.10 )     33.30       (1.53 )     2,459       .67       1.70  
12/31/2014     36.63       .82       3.59       4.41       (.69 )     (3.34 )     (4.03 )     37.01       12.02       2,518       .67       2.13  
12/31/2013     30.11       .58       9.06       9.64       (.61 )     (2.51 )     (3.12 )     36.63       32.32       2,366       .68       1.68  
Class F-2:                                                                                                
12/31/2017     36.21       .76       6.41       7.17       (.75 )     (2.26 )     (3.01 )     40.37       19.94       4,840       .40       1.93  
12/31/2016     33.36       .71       4.19       4.90       (.75 )     (1.30 )     (2.05 )     36.21       14.78       4,359       .41       2.02  
12/31/2015     37.07       .72       (1.23 )     (.51 )     (.69 )     (2.51 )     (3.20 )     33.36       (1.26 )     1,950       .41       1.97  
12/31/2014     36.69       .90       3.62       4.52       (.80 )     (3.34 )     (4.14 )     37.07       12.31       1,762       .39       2.32  
12/31/2013     30.15       .68       9.07       9.75       (.70 )     (2.51 )     (3.21 )     36.69       32.69       1,107       .41       1.96  
Class F-3:                                                                                                
12/31/20174,10     37.51       .74       5.17       5.91       (.79 )     (2.26 )     (3.05 )     40.37       15.91 6     2,817       .30 9     1.99 9
Class 529-A:                                                                                                
12/31/2017     36.15       .65       6.40       7.05       (.65 )     (2.26 )     (2.91 )     40.29       19.62       2,843       .66       1.67  
12/31/2016     33.30       .62       4.18       4.80       (.65 )     (1.30 )     (1.95 )     36.15       14.49       2,351       .68       1.77  
12/31/2015     37.01       .62       (1.24 )     (.62 )     (.58 )     (2.51 )     (3.09 )     33.30       (1.55 )     2,132       .69       1.68  
12/31/2014     36.64       .81       3.58       4.39       (.68 )     (3.34 )     (4.02 )     37.01       11.97       2,234       .69       2.10  
12/31/2013     30.11       .57       9.07       9.64       (.60 )     (2.51 )     (3.11 )     36.64       32.32       2,030       .71       1.66  

 

20 The Investment Company of America
 
          Income (loss) from
investment operations1
    Dividends and distributions                                
Period ended   Net asset
value,
beginning
of period
    Net
investment
income2
    Net gains
(losses) on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Distributions
(from capital
gains)
    Total
dividends
and
distributions
    Net asset
value,
end
of period
    Total
return3
    Net assets,
end of period
(in millions)
    Ratio of
expenses to
average
net assets
    Ratio of
net income
to average
net assets2
 
Class 529-C:                                                                                                
12/31/2017   $ 36.03     $ .35     $ 6.37     $ 6.72     $ (.30 )   $ (2.26 )   $ (2.56 )   $ 40.19       18.71 %   $ 374       1.43 %     .90 %
12/31/2016     33.20       .35       4.16       4.51       (.38 )     (1.30 )     (1.68 )     36.03       13.61       504       1.45       1.00  
12/31/2015     36.90       .33       (1.22 )     (.89 )     (.30 )     (2.51 )     (2.81 )     33.20       (2.31 )     475       1.46       .91  
12/31/2014     36.54       .51       3.58       4.09       (.39 )     (3.34 )     (3.73 )     36.90       11.13       509       1.46       1.33  
12/31/2013     30.04       .30       9.04       9.34       (.33 )     (2.51 )     (2.84 )     36.54       31.29       471       1.49       .88  
Class 529-E:                                                                                                
12/31/2017     36.04       .56       6.37       6.93       (.55 )     (2.26 )     (2.81 )     40.16       19.34       92       .90       1.43  
12/31/2016     33.21       .53       4.17       4.70       (.57 )     (1.30 )     (1.87 )     36.04       14.20       84       .92       1.53  
12/31/2015     36.91       .53       (1.23 )     (.70 )     (.49 )     (2.51 )     (3.00 )     33.21       (1.77 )     78       .93       1.44  
12/31/2014     36.55       .71       3.58       4.29       (.59 )     (3.34 )     (3.93 )     36.91       11.70       82       .93       1.86  
12/31/2013     30.05       .49       9.03       9.52       (.51 )     (2.51 )     (3.02 )     36.55       31.96       77       .95       1.41  
Class 529-T:                                                                                                
12/31/20174,5     38.08       .55       4.59       5.14       (.58 )     (2.26 )     (2.84 )     40.38       13.57 6,7     8     .43 7,9     1.88 7,9
Class 529-F-1:                                                                                                
12/31/2017     36.11       .74       6.38       7.12       (.73 )     (2.26 )     (2.99 )     40.24       19.88       83       .44       1.89  
12/31/2016     33.27       .70       4.17       4.87       (.73 )     (1.30 )     (2.03 )     36.11       14.73       70       .46       1.99  
12/31/2015     36.98       .70       (1.24 )     (.54 )     (.66 )     (2.51 )     (3.17 )     33.27       (1.32 )     61       .47       1.91  
12/31/2014     36.61       .89       3.59       4.48       (.77 )     (3.34 )     (4.11 )     36.98       12.23       61       .46       2.32  
12/31/2013     30.09       .65       9.05       9.70       (.67 )     (2.51 )     (3.18 )     36.61       32.59       51       .49       1.88  
Class R-1:                                                                                                
12/31/2017     35.97       .36       6.36       6.72       (.36 )     (2.26 )     (2.62 )     40.07       18.73       88       1.39       .94  
12/31/2016     33.15       .37       4.15       4.52       (.40 )     (1.30 )     (1.70 )     35.97       13.66       85       1.40       1.05  
12/31/2015     36.84       .35       (1.21 )     (.86 )     (.32 )     (2.51 )     (2.83 )     33.15       (2.22 )     83       1.40       .97  
12/31/2014     36.49       .54       3.56       4.10       (.41 )     (3.34 )     (3.75 )     36.84       11.19       94       1.40       1.40  
12/31/2013     30.01       .33       9.01       9.34       (.35 )     (2.51 )     (2.86 )     36.49       31.36       87       1.40       .96  
Class R-2:                                                                                                
12/31/2017     36.01       .36       6.37       6.73       (.36 )     (2.26 )     (2.62 )     40.12       18.75       687       1.39       .94  
12/31/2016     33.18       .37       4.16       4.53       (.40 )     (1.30 )     (1.70 )     36.01       13.68       653       1.39       1.06  
12/31/2015     36.88       .37       (1.23 )     (.86 )     (.33 )     (2.51 )     (2.84 )     33.18       (2.21 )     637       1.36       1.01  
12/31/2014     36.53       .55       3.56       4.11       (.42 )     (3.34 )     (3.76 )     36.88       11.20       722       1.37       1.43  
12/31/2013     30.03       .34       9.04       9.38       (.37 )     (2.51 )     (2.88 )     36.53       31.45       698       1.36       1.00  
Class R-2E:                                                                                                
12/31/2017     36.15       .48       6.40       6.88       (.49 )     (2.26 )     (2.75 )     40.28       19.14       43       1.09       1.23  
12/31/2016     33.33       .47       4.19       4.66       (.54 )     (1.30 )     (1.84 )     36.15       14.03       16       1.09       1.32  
12/31/2015     37.06       .51       (1.23 )     (.72 )     (.50 )     (2.51 )     (3.01 )     33.33       (1.83 )     1       1.04       1.48  
12/31/20144,11     40.36       .25       .25       .50       (.46 )     (3.34 )     (3.80 )     37.06       1.08 6,7     8     .23 6,7     .62 6,7

 

See end of table for footnotes.

 

The Investment Company of America 21
 

Financial highlights (continued)

 

          Income (loss) from
investment operations1
    Dividends and distributions                                
Period ended   Net asset
value,
beginning
of period
    Net
investment
income2
    Net gains
(losses) on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Distributions
(from capital
gains)
    Total
dividends
and
distributions
    Net asset
value,
end
of period
    Total
return3
    Net assets,
end of period
(in millions)
    Ratio of
expenses to
average
net assets
    Ratio of
net income
to average
net assets2
 
Class R-3:                                                                                                
12/31/2017   $ 36.11     $ .54     $ 6.38     $ 6.92     $ (.53 )   $ (2.26 )   $ (2.79 )   $ 40.24       19.28 %   $ 1,028       .95 %     1.38 %
12/31/2016     33.27       .52       4.18       4.70       (.56 )     (1.30 )     (1.86 )     36.11       14.17       951       .95       1.50  
12/31/2015     36.97       .52       (1.23 )     (.71 )     (.48 )     (2.51 )     (2.99 )     33.27       (1.79 )     860       .95       1.41  
12/31/2014     36.60       .71       3.58       4.29       (.58 )     (3.34 )     (3.92 )     36.97       11.68       936       .96       1.83  
12/31/2013     30.09       .48       9.05       9.53       (.51 )     (2.51 )     (3.02 )     36.60       31.94       912       .96       1.40  
Class R-4:                                                                                                
12/31/2017     36.14       .66       6.39       7.05       (.65 )     (2.26 )     (2.91 )     40.28       19.64       1,688       .65       1.68  
12/31/2016     33.29       .63       4.19       4.82       (.67 )     (1.30 )     (1.97 )     36.14       14.55       1,518       .64       1.80  
12/31/2015     37.00       .63       (1.23 )     (.60 )     (.60 )     (2.51 )     (3.11 )     33.29       (1.50 )     983       .64       1.73  
12/31/2014     36.63       .83       3.58       4.41       (.70 )     (3.34 )     (4.04 )     37.00       12.02       998       .65       2.15  
12/31/2013     30.11       .59       9.06       9.65       (.62 )     (2.51 )     (3.13 )     36.63       32.37       909       .65       1.72  
Class R-5E:                                                                                                
12/31/2017     36.20       .76       6.39       7.15       (.73 )     (2.26 )     (2.99 )     40.36       19.89       10       .44       1.95  
12/31/2016     33.36       .62       4.24       4.86       (.72 )     (1.30 )     (2.02 )     36.20       14.69       3       .43       1.71  
12/31/20154,12     36.83       .07       (1.08 )     (1.01 )     (.21 )     (2.25 )     (2.46 )     33.36       (2.64 )6     8     .05 6     .20 6
Class R-5:                                                                                                
12/31/2017     36.22       .78       6.41       7.19       (.77 )     (2.26 )     (3.03 )     40.38       20.00       315       .35       1.98  
12/31/2016     33.36       .74       4.18       4.92       (.76 )     (1.30 )     (2.06 )     36.22       14.85       262       .35       2.12  
12/31/2015     37.07       .74       (1.23 )     (.49 )     (.71 )     (2.51 )     (3.22 )     33.36       (1.20 )     755       .35       2.02  
12/31/2014     36.69       .96       3.58       4.54       (.82 )     (3.34 )     (4.16 )     37.07       12.36       820       .35       2.50  
12/31/2013     30.15       .70       9.07       9.77       (.72 )     (2.51 )     (3.23 )     36.69       32.77       854       .35       2.02  
Class R-6:                                                                                                
12/31/2017     36.22       .80       6.41       7.21       (.79 )     (2.26 )     (3.05 )     40.38       20.07       11,556       .30       2.03  
12/31/2016     33.36       .75       4.20       4.95       (.79 )     (1.30 )     (2.09 )     36.22       14.92       6,977       .30       2.14  
12/31/2015     37.07       .76       (1.24 )     (.48 )     (.72 )     (2.51 )     (3.23 )     33.36       (1.15 )     4,875       .30       2.08  
12/31/2014     36.69       .95       3.61       4.56       (.84 )     (3.34 )     (4.18 )     37.07       12.41       4,160       .30       2.45  
12/31/2013     30.15       .71       9.08       9.79       (.74 )     (2.51 )     (3.25 )     36.69       32.84       3,005       .30       2.07  

 

    Year ended December 31
    2017   2016   2015   2014   2013
Portfolio turnover rate for all share classes   28%   25%   30%   29%   24%

 

1 Based on average shares outstanding.
2 For the year ended December 31, 2014, this column reflects the impact of a corporate action event that resulted in a one-time increase to net investment income. If the corporate action event had not occurred, the Class A net investment income per share and ratio of net income to average net assets would have been lower by $.20 and .52 percentage points, respectively. The impact to the other share classes would have been similar.
3 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
4 Based on operations for a period that is less than a full year.
5 Class T and 529-T shares began investment operations on April 7, 2017.
6 Not annualized.
7 All or a significant portion of assets in this class consisted of seed capital invested by CRMC and/or its affiliates. Fees for distribution services are not charged or accrued on these seed capital assets. If such fees were paid by the fund on seed capital assets, fund expenses would have been higher and net income and total return would have been lower.
8 Amount less than $1 million.
9 Annualized.
10 Class F-3 shares began investment operations on January 27, 2017.
11 Class R-2E shares began investment operations on August 29, 2014.
12 Class R-5E shares began investment operations on November 20, 2015.

 

See Notes to Financial Statements

 

22 The Investment Company of America

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of The Investment Company of America:

 

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of The Investment Company of America (the “Fund”), including the investment portfolio and the summary investment portfolio, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the periods presented, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

 

Costa Mesa, California

February 9, 2018

We have served as the auditor of one or more American Funds investment companies since 1956.

 

 

The Investment Company of America

 

Part C

Other Information

 

Item 28.Exhibits for Registration Statement (1940 Act No. 811-00116 and 1933 Act No. 002-10811)

 

(a-1)Articles of Incorporation – Certificate of Trust dated 8/20/09 – previously filed (see P/E Amendment No. 119 filed 2/26/10)

 

(a-2)Amended and Restated Agreement and Declaration of Trust dated 9/14/17

 

(b)By-laws – By-laws – previously filed (see P/E Amendment No. 119 filed 2/26/10)

 

(c)Instruments Defining Rights of Security Holders – Form of Share Certificate – previously filed (see P/E Amendment No. 106 filed 3/14/01)

 

(d)Investment Advisory Contracts – Investment Advisory and Service Agreement dated 3/1/10 – previously filed (see P/E Amendment No. 119 filed 2/26/10)

 

(e)Underwriting Contracts – Amended and Restated Principal Underwriting Agreement effective 4/7/17; Form of Selling Group Agreement; Form of Bank/Trust Company Selling Group Agreement; Form of Class F Share Participation Agreement; and Form of Bank/Trust Company Participation Agreement for Class F Shares

 

(f)Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective 1/1/14 – previously filed (see P/E Amendment No. 134 filed 2/29/16)

 

(g)Custodian Agreements – Form of Global Custody Agreement dated 12/21/06 – previously filed (see P/E Amendment No. 113 filed 2/28/07); and Form of Amendment to Global Custody Agreement effective 7/1/15 – previously filed (see P/E Amendment No. 132 filed 10/30/15)

 

(h-1)Other Material Contracts – Form of Indemnification Agreement – previously filed (see P/E Amendment No. 119 filed 2/26/10); and Form of Agreement and Plan of Reorganization dated 8/24/2009 – previously filed (see P/E Amendment No. 119 filed 2/26/10)

 

(h-2)Amended and Restated Shareholder Services Agreement effective 4/7/17; and Amended and Restated Administrative Services Agreement effective 4/7/17

 

(i)Legal Opinion – Legal Opinion – previously filed (see P/E Amendment No. 119 filed 2/26/10; P/E Amendment No. 128 filed 8/28/14; P/E Amendment No. 132 filed 10/30/15; P/E Amendment No. 136 filed 12/29/16; and P/E Amendment No. 140 filed 4/6/17)

 

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

 

(k)       Omitted Financial Statements - none

 

(l)Initial Capital Agreements – none

 

 
 
(m-1)Rule 12b-1 Plan – Forms of Plans of Distribution for Class A, B, C, F-1, 529-A,
529-B, 529-C, 529-E, 529-F-1, R-1, R-2, R-3 and R-4 shares dated 3/1/10 – previously filed (see P/E Amendment No. 119 filed 2/26/10); and Form of Plan of Distribution for Class R-2E shares dated 8/29/14 – previously filed (see P/E Amendment No. 128 filed 8/28/14)

 

(m-2)Plans of Distribution for Class T Shares and Class 529-T Shares dated 4/7/17

 

(n)Rule 18f-3 Plan – Amended and Restated Multiple Class Plan effective 12/1/17

 

(o)       Reserved

 

(p)Code of Ethics – Code of Ethics for The Capital Group Companies dated December 2017; and Code of Ethics for the Registrant

 

 

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

 

None

 

 

Item 30.Indemnification

 

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

 

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

 

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, 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 College Target Date Series, American Funds Corporate Bond Fund, American Funds Developing World Growth and Income Fund, American Funds Emerging Markets Bond Fund, American Funds Fundamental Investors, American Funds Global Balanced Fund, The American Funds Income Series, American Funds Inflation Linked Bond Fund, American Funds Mortgage Fund, American Funds Portfolio Series, American Funds Retirement Income Portfolio Series, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Strategic Bond Fund, American Funds Target Date Retirement Series, American Funds Tax-Exempt Fund of New York, The American Funds Tax-Exempt Series II, American Funds U.S. Government Money Market Fund, American High-Income Municipal Bond Fund, American High-Income Trust, American Mutual Fund, The Bond Fund of America, Capital Group Emerging Markets Total Opportunities Fund, Capital Income Builder, Capital Group Private Client Services Funds, Capital World Bond Fund, Capital World Growth and Income Fund, Emerging Markets Growth Fund, Inc., EuroPacific Growth Fund, The Growth Fund of America, The Income Fund of America, Intermediate Bond Fund of America, International Growth and Income Fund, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, New World Fund, Inc., Short-Term Bond Fund of America, SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America and Washington Mutual Investors Fund

 

(b)

 

 

(1)

Name and Principal

Business Address

 

(2)

Positions and Offices

with Underwriter

(3)

Positions and Offices

with Registrant

LAO

C. Thomas Akin II

 

Regional Vice President None
IRV

Laurie M. Allen

 

Senior Vice President None
LAO

Ashley T. Amato

 

Assistant Vice President None
LAO

Christopher S. Anast

 

 

 

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

William C. Anderson

 

Senior Vice President None
LAO

Dion T. Angelopoulos

 

Assistant Vice President None
 
 

 

LAO

Luis F. Arocha

 

Regional Vice President None
LAO

Curtis A. Baker

 

 

 

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

T. Patrick Bardsley

 

Vice President None
SNO

Mark C. Barile

 

Assistant Vice President None
LAO

Shakeel A. Barkat

 

Senior Vice President None
LAO

Brett A. Beach

 

Assistant Vice President None
LAO

Bethann Beiermeister

 

Regional Vice President None
LAO

Clyde O. Bell

 

Assistant Vice President None
LAO

Jeb M. Bent

 

Vice President None
LAO

Jerry R. Berg

 

Regional Vice President None
LAO

Michel L. Bergesen

 

Vice President None
LAO

Joseph W. Best, Jr.

 

 

 

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

Roger J. Bianco, Jr.

 

Vice President None
LAO

Ryan M. Bickle

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

John A. Blanchard

 

Senior Vice President None
LAO

Marek Blaskovic

 

Regional Vice President None
LAO

Jeffrey E. Blum

 

Regional Vice President None
LAO

Gerard M. Bockstie, Jr.

 

Senior Vice President None
LAO

Jill M. Boudreau

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Andre W. Bouvier

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Michael A. Bowman

 

 

 

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

David H. Bradin

 

Vice President None
LAO

William P. Brady

 

Senior Vice President None
IRV

Jason E. Brady

 

Regional Vice President None
LAO

William G. Bridge

 

Regional Vice President None
IND

Robert W. Brinkman

 

Assistant Vice President None
LAO

Kevin G. Broulette

 

Vice President None
LAO

E. Chapman Brown, Jr.

 

Regional Vice President None
LAO

Toni L. Brown

 

 

 

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

Jennifer A. Bruce

 

Assistant Vice President None
LAO

Gary D. Bryce

 

Vice President None
IRV

Eileen K. Buckner

 

Assistant Vice President None
LAO

Ronan J. Burke

 

 

 

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

Steven Calabria

 

Senior Vice President None
LAO

Thomas E. Callahan

 

Vice President None
LAO

Anthony J. Camilleri

 

Regional Vice President None
LAO

Kelly V. Campbell

 

Vice President None
LAO

Anthon S. Cannon III

 

Assistant Vice President None
LAO

Jason S. Carlough

 

Regional Vice President None
 
 

 

LAO

Damian F. Carroll

 

Senior Vice President None
LAO

James D. Carter

 

Vice President None
LAO

Stephen L. Caruthers

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
SFO

James G. Carville

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Philip L. Casciano

 

Regional Vice President None
LAO

Brian C. Casey

 

Senior Vice President None
LAO

Christopher M. Cefalo

 

Regional Vice President

 

None
LAO

Kent W. Chan

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Becky C. Chao

 

Vice President None
LAO

David D. Charlton

 

Senior Vice President None
LAO

Thomas M. Charon

 

Senior Vice President None
LAO

Daniel A. Chodosch

 

Regional Vice President None
LAO

Wellington Choi

 

 

 

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

Paul A. Cieslik

 

Senior Vice President None
IND

G. Michael Cisternino

 

Vice President None
LAO

Andrew R. Claeson

 

Regional Vice President None
LAO

Jamie A. Claypool

 

Regional Vice President None
LAO

Kevin G. Clifford

 

 

 

 

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

Hannah L. Coan

 

Vice President None
 
 

 

LAO

Ruth M. Collier

 

Senior Vice President None
IND

Timothy J. Colvin

 

Regional Vice President None
SNO

Brandon J Cone

 

Assistant Vice President None
LAO

Christopher M. Conwell

 

Vice President None
LAO

C. Jeffrey Cook

 

 

 

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

Joseph G. Cronin

 

Senior Vice President None
LAO

D. Erick Crowdus

 

Vice President None
LAO

Brian M. Daniels

 

Senior Vice President None
LAO

Hanh M. Dao

 

Vice President None
LAO

William F. Daugherty

 

Senior Vice President None
SNO

Bradley C. Davis

 

Assistant Vice President None
LAO

Scott T. Davis

 

Vice President None
LAO

Shane L. Davis

 

Vice President None
LAO

Peter J. Deavan

 

Vice President None
LAO

Guy E. Decker

 

Senior Vice President None
LAO

Daniel Delianedis

 

Senior Vice President None
LAO

Mark A. Dence

 

Senior Vice President None
LAO

Stephen Deschenes

 

Senior Vice President None
LAO

Mario P. DiVito

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Joanne H. Dodd

 

 

 

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

Kevin F. Dolan

 

Senior Vice President None
 
 

 

LAO

Thomas L. Donham

 

Vice President None
LAO

John H. Donovan IV

 

Assistant Vice President None
LAO

John J. Doyle

 

 

 

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

Ryan T. Doyle

 

Vice President None
LAO

Erin M. Dubester

 

Assistant Vice President None
LAO

Craig Duglin

 

Senior Vice President None
LAO

Alan J. Dumas

 

Regional Vice President None
SNO

Bryan K. Dunham

 

Assistant Vice President None
LAO

John E. Dwyer IV

 

 

 

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

Karyn B. Dzurisin

 

Vice President None
LAO

Kevin C. Easley

 

Vice President None
LAO

Damian Eckstein

 

Vice President None
LAO

Matthew J. Eisenhardt

 

Senior Vice President None
LAO

Timothy L. Ellis

 

Senior Vice President None
LAO

John A. Erickson

 

Assistant Vice President None
LAO

John M. Fabiano

 

Regional Vice President None
LAO

E. Luke Farrell

 

 

 

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

Bryan R. Favilla

 

Regional Vice President None
LAO

Mark A. Ferraro

 

Regional Vice President None
LAO

James M. Ferrauilo

 

Vice President None
LAO

William F. Flannery

 

Senior Vice President None
 
 

 

LAO

Kevin H. Folks

 

Vice President None
LAO

David R. Ford

 

Vice President None
LAO

Steven M. Fox

 

Vice President None
LAO

Vanda S. Freesman

 

Vice President None
LAO

Daniel Frick

 

Senior Vice President None
LAO

Tyler L. Furek

 

Regional Vice President None
LAO

Samantha T. Gammell

 

Assistant Vice President None
SNO

Arturo V. Garcia, Jr.

 

Vice President None
LAO

J. Gregory Garrett

 

 

 

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

Brian K. Geiger

 

Vice President None
LAO

Jacob M. Gerber

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

J. Christopher Gies

 

Senior Vice President None
LAO

Pamela A. Gillett

 

Regional Vice President

 

None
LAO

William F. Gilmartin

 

Regional Vice President None
LAO

Kathleen D. Golden

 

Regional Vice President None
SNO

Craig B. Gray

 

Assistant Vice President None
LAO

Robert E. Greeley, Jr.

 

Vice President None
LAO

Jameson R. Greenstone

 

Regional Vice President None
LAO

Jeffrey J. Greiner

 

Senior Vice President None
LAO

Eric M. Grey

 

Senior Vice President None
LAO

Karen M. Griffin

 

Assistant Vice President None
LAO

E. Renee Grimm

 

Regional Vice President

 

None
 
 

 

SNO

Virginia Guevara

 

Assistant Vice President None
IRV

Steven Guida

 

Senior Vice President None
LAO

Sam S. Gumma

 

Regional Vice President None
LAO

Jan S. Gunderson

 

Senior Vice President None
LAO

Ralph E. Haberli

 

Senior Vice President; Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Paul B. Hammond

 

Senior Vice President None
LAO

Philip E. Haning

 

Regional Vice President None
LAO

Dale K. Hanks

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David R. Hanna

 

Regional Vice President None
LAO

Brandon S. Hansen

 

Regional Vice President None
LAO

Julie O. Hansen

 

Vice President None
LAO

John R. Harley

 

Senior Vice President None
LAO

Calvin L. Harrelson III

 

 

 

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

Robert J. Hartig, Jr.

 

Senior Vice President None
LAO

Craig W. Hartigan

 

Senior Vice President None
LAO

Alan M. Heaton

 

Vice President None
LAO

Clifford W. “Webb” Heidinger

 

Regional Vice President None
LAO

Brock A. Hillman

 

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Jennifer M. Hoang

 

Vice President None
LAO

Heidi B. Horwitz-Marcus

 

Senior Vice President None
 
 

 

LAO

David R. Hreha

 

Regional Vice President None
LAO

Frederic J. Huber

 

Senior Vice President None
LAO

David K. Hummelberg

 

 

 

Director, Senior Vice President, Treasurer and Controller None
LAO

James A. Humpherson Mollett

 

Regional Vice President None
LAO

Jeffrey K. Hunkins

 

Vice President None
LAO

Marc G. Ialeggio

 

Senior Vice President None
IND

David K. Jacocks

 

Assistant Vice President None
LAO

W. Chris Jenkins

 

Vice President None
LAO

Daniel J. Jess II

 

Regional Vice President None
IND

Jameel S. Jiwani

 

Regional Vice President None
LAO

Sarah C. Johnson

 

Vice President None
LAO

Brendan M. Jonland

 

Vice President None
LAO

David G. Jordt

 

Regional Vice President

 

None
LAO

Stephen T. Joyce

 

 

 

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

Thomas J. Joyce

 

Senior Vice President None
LAO

Maria Karahalis

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division  
LAO

John P. Keating

 

Senior Vice President None
LAO

David B. Keib

 

Regional Vice President None
LAO

Brian G. Kelly

 

Senior Vice President None
LAO

Christopher J. Kennedy

 

Regional Vice President None
LAO

Jason A. Kerr

 

Vice President None
 
 

 

LAO

Ryan C. Kidwell

 

Vice President None
LAO

Layla S. Kim

 

Vice President None
IRV

Michael C. Kim

 

Vice President None
LAO

Charles A. King

 

 

 

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

Mark Kistler

 

Senior Vice President None
LAO

Stephen J. Knutson

 

Assistant Vice President None
LAO

James M. Kreider

 

Vice President None
IRV

Theresa A. Kristiansen

 

Vice President None
SNO

David D. Kuncho

 

Vice President None
LAO

Richard M. Lang

 

 

 

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

Christopher F. Lanzafame

 

Senior Vice President None
LAO

Andrew P. Laskowski

 

Regional Vice President None
LAO

Andrew Le Blanc

 

Senior Vice President None
LAO

Matthew N. Leeper

 

Vice President None
LAO

Clay M. Leveritt

 

Vice President None
LAO

Louis K. Linquata

 

Senior Vice President None
LAO

Heather M. Lord

 

Senior Vice President None
LAO

James M. Maher

 

Vice President None
LAO

Brendan T. Mahoney

 

Senior Vice President None
LAO

Nathan G. Mains

 

Vice President None
LAO

Jeffrey N. Malbasa

 

Regional Vice President None
LAO

Brooke M. Marrujo

 

Vice President None
 
 

 

LAO

Stephen B. May

 

Vice President None
LAO

Joseph A. McCreesh, III

 

Senior Vice President None
LAO

Ross M. McDonald

 

Vice President None
LAO

Timothy W. McHale

 

Secretary None
LAO

Max J. McQuiston

 

Regional Vice President None
LAO

Scott M. Meade

 

Senior Vice President None
LAO

Simon Mendelson

 

Senior Vice President None
LAO

David A. Merrill

 

Assistant Vice President None
LAO

Conrad F. Metzger

 

Regional Vice President None
LAO

Jennifer M. Miller

 

Regional Vice President None
LAO

William T. Mills

 

Senior Vice President None
LAO

Sean C. Minor

 

Vice President None
LAO

Louis W. Minora

 

Regional Vice President None
LAO

James R. Mitchell III

 

Vice President None
LAO

Charles L. Mitsakos

 

Senior Vice President None
LAO

Robert P. Moffett III

 

Regional Vice President None
LAO

Ryan D. Moore

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David H. Morrison

 

Vice President None
LAO

Andrew J. Moscardini

 

 

 

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

Timothy J. Murphy

 

Senior Vice President None
LAO

Christina M. Neal

 

Assistant Vice President None
LAO

Jon C. Nicolazzo

 

Vice President None
 
 

 

LAO

Earnest M. Niemi

 

Vice President None
LAO

William E. Noe

 

Senior Vice President None
LAO

Jeanell A. Novak

 

Assistant Vice President None
LAO

Matthew P. O’Connor

 

 

 

 

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

Jody L. O’Dell

 

Assistant Vice President None
LAO

Jonathan H. O’Flynn

 

Vice President None
LAO

Peter A. Olsen

 

Regional Vice President None
LAO

Jeffrey A. Olson

 

Vice President None
LAO

Thomas A. O’Neil

 

Vice President None
IRV

Paula A. Orologas

 

Vice President None
LAO

Gregory H. Ortman

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Shawn M. O’Sullivan

 

Vice President None
IND

Lance T. Owens

 

Vice President None
LAO

Kristina E. Page

 

Regional Vice President None
LAO

Rodney Dean Parker II

 

Vice President None
LAO

Lynn M. Patrick

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Timothy C. Patterson

 

Vice President None
LAO

W. Burke Patterson, Jr.

 

Senior Vice President None
LAO

Gary A. Peace

 

Senior Vice President None
LAO

Robert J. Peche

 

Vice President None
LAO

David K. Petzke

 

Senior Vice President None
 
 

 

LAO

Harry A. Phinney

 

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Adam W. Phillips

 

Vice President None
LAO

Joseph M. Piccolo

 

Vice President None
LAO

Keith A. Piken

 

Senior Vice President None
LAO

Carl S. Platou

 

Senior Vice President None
SNO

Andrew H. Plummer

 

Assistant Vice President None
LAO

David T. Polak

 

 

 

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

Charles R. Porcher

 

Senior Vice President None
LAO

Leah K. Porter

 

Vice President None
SNO

Robert B. Potter III

 

Assistant Vice President None
LAO

Abbas Qasim

 

Vice President None
LAO

Steven J. Quagrello

 

Senior Vice President None
IND

Kelly S. Quick

 

Assistant Vice President None
LAO

Michael R. Quinn

 

Senior Vice President None
LAO

Ryan E. Radtke

 

Regional Vice President None
LAO

James R. Raker

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Sunder R. Ramkumar

 

Senior Vice President None
LAO

Rachel M. Ramos

 

Assistant Vice President None
SNO

John P. Raney

 

Vice President None
LAO

James P. Rayburn

 

Vice President None
LAO

Rene M. Reincke

 

Vice President None
 
 

 

LAO

Michael D. Reynaert

 

Regional Vice President None
LAO

Christopher J. Richardson

 

Regional Vice President None
SNO

Stephanie A. Robichaud

 

Assistant Vice President None
LAO

Jeffrey J. Robinson

 

Vice President None
LAO

Matthew M. Robinson

 

Vice President None
LAO

Rochelle C. Rodriguez

 

Regional Vice President None
LAO

Thomas W. Rose

 

 

 

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

Tracy M. Roth

 

Assistant Vice President None
LAO

Rome D. Rottura

 

Senior Vice President None
LAO

Shane A. Russell

 

Vice President None
LAO

William M. Ryan

 

Senior Vice President None
LAO

Dean B. Rydquist

 

 

Director, Senior Vice President and Chief Compliance Officer None
IND

Brenda S. Rynski

 

Regional Vice President None
LAO

Richard A. Sabec, Jr.

 

Senior Vice President None
SNO

Richard R. Salinas

 

Assistant Vice President None
LAO

Paul V. Santoro

 

Senior Vice President None
LAO

Keith A. Saunders

 

Regional Vice President None
LAO

Joe D. Scarpitti

 

Senior Vice President None
LAO

Michael A. Schweitzer

 

Senior Vice President None
LAO

Mark A. Seaman

 

 

 

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

James J. Sewell III

 

Senior Vice President None
LAO

Arthur M. Sgroi

 

Senior Vice President None
 
 

 

LAO

Brad W. Short

 

Vice President None
LAO

Nathan W. Simmons

 

Vice President None
LAO

Connie F. Sjursen

 

Vice President None
LAO

Melissa A. Sloane

 

Regional Vice President None
SNO

Stacy D. Smolka

 

Vice President None
LAO

J. Eric Snively

 

Vice President None
LAO

Jason M. Snow

 

Regional Vice President None
LAO

Kristen J. Spazafumo

 

Vice President None
LAO

Margaret V. Steinbach

 

Vice President None
LAO

Michael P. Stern

 

Senior Vice President None
LAO

Andrew J. Strandquist

 

Regional Vice President

 

None
IRV

Todd O. Stucke

 

Assistant Vice President None
LAO

Peter D. Thatch

 

Senior Vice President None
LAO

John B. Thomas

 

Vice President None
LAO

Cynthia M. Thompson

 

 

 

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

Scott E. Thompson

 

Assistant Vice President None
HRO

Stephen B. Thompson

 

Regional Vice President None
LAO

Mark R. Threlfall

 

Vice President None
LAO

Ryan D. Tiernan

 

Vice President None
LAO

Emily R. Tillman

 

Vice President None
LAO

Russell W. Tipper

 

Senior Vice President None
LAO

Luke N. Trammell

 

Senior Vice President None
LAO

Jordan A. Trevino

 

Regional Vice President None
 
 

 

LAO

Shaun C. Tucker

 

Senior Vice President None
IND

Ryan C. Tyson

 

Assistant Vice President None
LAO

David E. Unanue

 

Senior Vice President None
LAO

Idoya Urrutia

 

Vice President None
LAO

Scott W. Ursin-Smith

 

Senior Vice President None
LAO

Patrick D. Vance

 

Vice President None
LAO-W Gerrit Veerman III Senior Vice President, Capital Group Institutional Investment Services None
LAO

Srinkanth Vemuri

 

Senior Vice President None
LAO

Spilios Venetsanopoulos

 

Vice President None
LAO

J. David Viale

 

Senior Vice President None
LAO

Robert D. Vigneaux III

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Jayakumar Vijayanathan

 

Senior Vice President None
LAO

Julie A. Vogel

 

Regional Vice President None
LAO

Todd R. Wagner

 

 

 

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

Jon N. Wainman

 

Vice President None
LAO

Sherrie S. Walling

 

Vice President None
LAO

Brian M. Walsh

 

Senior Vice President None
LAO

Susan O. Walton

 

 

 

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

Chris L. Wammack

 

Vice President None
LAO

Matthew W. Ward

 

Regional Vice President None
LAO

Thomas E. Warren

 

Senior Vice President None
 
 

 

IND

Kristen M. Weaver

 

Assistant Vice President None
LAO

George J. Wenzel

 

Senior Vice President None
LAO

Jason M. Weybrecht

 

 

 

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

Adam B. Whitehead

 

Vice President None
LAO

N. Dexter Williams

 

Senior Vice President None
LAO

Dawn M. Wilson

 

Assistant Vice President None
LAO

Steven Wilson

 

Senior Vice President None
LAO

Steven C. Wilson

 

Vice President None
LAO

Kurt A. Wuestenberg

 

Senior Vice President None
LAO

Jonathan A. Young

 

Senior Vice President None
LAO

Jason P. Young

 

Senior Vice President None
LAO

Raul Zarco, Jr.

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
IND

Ellen M. Zawacki

 

Vice President None

 

__________

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., 15th Floor, Los Angeles, CA  90025
NYO Business Address, 630 Fifth Avenue, 36th Floor, New York, NY 10111
SFO Business Address, One Market, Steuart Tower, Suite 2000, San Francisco, CA 94105
SNO Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

 

(c)       None

 

 

 
 
Item 33.Location of Accounts and Records

 

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

 

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

 

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

 

 

Item 34.Management Services

 

None

 

 

Item 35.Undertakings

 

n/a

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Los Angeles, and State of California, on the 27th day of February, 2018.

 

THE INVESTMENT COMPANY OF AMERICA

 

By /s/ James B. Lovelace

(James B. Lovelace, Vice Chairman of the Board)

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on February 27, 2018, by the following persons in the capacities indicated.

 

  Signature Title
(1) Principal Executive Officer:  
     
  /s/ James B. Lovelace Vice Chairman of the Board
  (James B. Lovelace)  
     
(2) Principal Financial Officer and Principal Accounting Officer:
     
  /s/ Brian D. Bullard Treasurer
  (Brian D. Bullard)  
     
(3) Trustees: Trustee
     
  Louise H. Bryson* Trustee
  Mary Anne Dolan* Trustee
  James G. Ellis* Trustee
  Leonard R. Fuller* Trustee
  Pablo R. González Guajardo* Trustee
  William D. Jones* Chairman of the Board (Independent and Non-Executive)
     
  /s/ James B. Lovelace Vice Chairman of the Board
  (James B. Lovelace)  
     
  John C. Mazziotta* Trustee
  William R. McLaughlin* Trustee
  Bailey Morris-Eck* Trustee
  Donald D. O’Neal* President and Trustee
     
  *By: /s/ Michael W. Stockton  
  (Michael W. Stockton, pursuant to a power of attorney filed herewith)

 

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

 

/s/ Jae Won Chung

(Jae Won Chung, Counsel)

 
 

POWER OF ATTORNEY

 

I, Louise H. Bryson, 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 Fundamental Investors (File No. 002-10760, File No. 811-00032)
-American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-The Growth Fund of America (File No. 002-14728, File No. 811-00862)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)
-SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)
-SMALLCAP World Fund

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at San Marino, CA , this 5th day of July, 2017.

(City, State)

 

 

/s/ Louise H. Bryson

Louise H. Bryson, Board member

 

 
 

POWER OF ATTORNEY

 

I, Mary Anne Dolan, 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 Fundamental Investors (File No. 002-10760, File No. 811-00032)
-American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-Capital Income Builder (File No. 033-12967, File No. 811-05085)
-Capital World Growth and Income Fund (File No. 033-54444, File No. 811-07338)
-The Growth Fund of America (File No. 002-14728, File No. 811-00862)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)
-The New Economy Fund (File No. 002-83848, File No. 811-03735)
-SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)
-SMALLCAP World Fund

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Los Angeles, CA, this 5th day of July, 2017.

(City, State)

 

 

/s/ Mary Anne Dolan

Mary Anne Dolan, 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 Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
-American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
-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 Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
-American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
-American Funds Insurance Series
-American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
-American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
-American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
-American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
-American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
-American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
-American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
-The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
-American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
-American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
-American High-Income Trust (File No. 033-17917, File No. 811-05364)
-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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Viviane T. Russo

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Los Angeles, CA, this 6th day of March, 2017.

(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 Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
-American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
-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 Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
-American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
-American Funds Insurance Series
-American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
-American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
-American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
-American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
-American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
-American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
-American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
-The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
-American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
-American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
-American High-Income Trust (File No. 033-17917, File No. 811-05364)
-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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Viviane T. Russo

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Los Angeles, CA, this 6th day of March, 2017.

(City, State)

 

 

/s/ Leonard R. Fuller

Leonard R. Fuller, Board member

 
 

POWER OF ATTORNEY

 

I, Pablo R. González Guajardo, 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 Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
-EuroPacific Growth Fund
-The Investment Company of America (File No. 002-10811, File No. 811-00116)
-New Perspective Fund (File No. 002-47749, File No. 811-02333)
-New World Fund, Inc. (File No. 333-67455, File No. 811-09105)
-American Funds New World Fund

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Mexico City, this 19th day of July, 2017.

(City, State)

 

 

/s/ Pablo R. González Guajardo

Pablo R. González Guajardo, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at San Diego, CA , this 6th day of July, 2017.

(City, State)

 

 

/s/ William D. Jones

William D. Jones, Board member

 
 

POWER OF ATTORNEY

 

I, John C. Mazziotta, 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 Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Los Angeles, CA , this 6th day of July, 2017.

(City, State)

 

 

/s/ John C. Mazziotta

John C. Mazziotta, Board member

 
 

POWER OF ATTORNEY

 

I, William R. McLaughlin, 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 Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Manchester, VT , this 7th day of July, 2017.

(City, State)

 

 

/s/ William R. McLaughlin

William R. McLaughlin, Board member

 
 

POWER OF ATTORNEY

 

I, Bailey Morris-Eck, 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 Global Balanced Fund (File No. 333-170605, File No. 811-22496)
-American Mutual Fund (File No. 002-10607, File No. 811-00572)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at Washington, DC , this 7th day of July, 2017.

(City, State)

 

 

/s/ Bailey Morris-Eck

Bailey Morris-Eck, Board member

 
 

POWER OF ATTORNEY

 

I, Donald D. O’Neal, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
-American Funds Insurance Series
-The Growth Fund of America (File No. 002-14728, File No. 811-00862)
-The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Timothy W. McHale

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Laurie D. Neat

Raymond F. Sullivan, Jr.

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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

 

EXECUTED at San Francisco, CA , this 10th day of July, 2017.

(City, State)

 

 

/s/ Donald D. O’Neal

Donald D. O’Neal, Board member

EX-99.A CHARTER 2 exha.htm

THE INVESTMENT COMPANY OF AMERICA

AMENDED AND RESTATED
agreement and declaration of trust

Dated: September 14, 2017

 
 

TABLE OF CONTENTS

Page

 

ARTICLE 1 NAME, PURPOSE AND DEFINITIONS 1
Section 1.1   Name. 1
Section 1.2   Trust Purpose. 2
Section 1.3   Definitions. 2
ARTICLE 2 BENEFICIAL INTEREST 4
Section 2.1   Shares of Beneficial Interest. 4
Section 2.2   Issuance of Shares. 4
Section 2.3   Register of Shares and Share Certificates. 4
Section 2.4   Transfer of Shares 5
Section 2.5   Treasury Shares. 5
Section 2.6   Establishment of Series and Classes. 5
Section 2.7   Investment in the Trust. 6
Section 2.8   Assets and Liabilities Belonging to Series or Class. 7
Section 2.9   No Preemptive Rights. 8
Section 2.10   Conversion Rights. 8
Section 2.11   Derivative Actions. 8
Section 2.12   Fractions. 9
Section 2.13   No Appraisal Rights. 9
Section 2.14   Status of Shares. 9
Section 2.15   Shareholders. 10
ARTICLE 3 THE TRUSTEES 10
Section 3.1   Election. 10
Section 3.2   Term of Office of Trustees; Resignation and Removal. 11
Section 3.3   Vacancies and Appointment of Trustees. 11
Section 3.4   Number of Trustees. 12
Section 3.5   Effect of Death, Resignation, Etc. of a Trustee. 12
Section 3.6   Ownership of Assets of the Trust. 12
Section 3.7   Series Trustees. 13
Section 3.8   No Accounting. 13
ARTICLE 4 POWERS OF THE TRUSTEES 13
Section 4.1   Powers 13
Section 4.2   Trustees and Officers as Shareholders 19
Section 4.3   Action by the Trustees and Committees 19
Section 4.4   Chairman of the Trustees 20
Section 4.5   Principal Transactions 20
ARTICLE 5 INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,  PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS 21
Section 5.1   Certain Contracts 21
 
 
  ARTICLE 6 SHAREHOLDER VOTING POWERS AND MEETINGS 23
Section 6.1   Voting 23
Section 6.2   Notices. 24
Section 6.3   Meetings of Shareholders 24
Section 6.4   Record Date 25
Section 6.5   Notice of Meetings 25
Section 6.6   Proxies, Etc 26
Section 6.7   Action by Written Consent 26
Section 6.8   Delivery by Electronic Transmission or Otherwise 26
ARTICLE 7 DISTRIBUTIONS AND REDEMPTIONS 27
Section 7.1   Distributions. 27
Section 7.2   Redemption by Shareholder. 28
Section 7.3   Redemption by Trust 28
Section 7.4   Net Asset Value 29
Section 7.5   Power to Modify Procedures 30
ARTICLE 8 COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES 30
Section 8.1   Compensation 30
Section 8.2   Limitation of Liability 30
Section 8.3   Fiduciary Duty. 31
Section 8.4   Indemnification 33
Section 8.5   Indemnification Determinations 33
Section 8.6   Indemnification Not Exclusive 34
Section 8.7   Reliance on Experts, Etc 34
Section 8.8   No Duty of Investigation; Notice in Trust Instrument 34
Section 8.9   No Bond Required of Trustees 35
Section 8.10   Insurance 35
ARTICLE 9 MISCELLANEOUS 35
Section 9.1   Trust Not a Partnership 35
Section 9.2   Dissolution and Termination of Trust, Series or Class. 35
Section 9.3   Merger, Consolidation, Incorporation. 36
Section 9.4   Filing of Copies, References, Headings 37
Section 9.5   Applicable Law 38
Section 9.6   Amendments 39
Section 9.7   Fiscal Year 39
Section 9.8   Provisions in Conflict with Law 39
Section 9.9   Reliance by Third Parties 39

 

 

 
 

THE INVESTMENT COMPANY OF AMERICA

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of THE INVESTMENT COMPANY OF AMERICA, a Delaware statutory trust, made as of September 14, 2017, by the undersigned Trustees.

WHEREAS, the Trustees of THE INVESTMENT COMPANY OF AMERICA entered into an Amended and Restated Agreement and Declaration of Trust dated as of September 14, 2017; and

WHEREAS, the undersigned, as the current Trustees of THE INVESTMENT COMPANY OF AMERICA wish to further amend and restate such Amended and Restated Agreement and Declaration of Trust;

NOW, THEREFORE, such Amended and Restated Agreement and Declaration of Trust is hereby amended and restated in full as follows:

WHEREAS, the undersigned Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; and

WHEREAS, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;

NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust as herein set forth below.

ARTICLE 1

NAME, PURPOSE AND DEFINITIONS

Section 1.1      Name. The name of the trust established hereby is the “The Investment Company of America” and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under such name. However, the Trustees may at any time and from time to time select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name. Any name change shall become

 
 

effective upon the resolution of a majority of the then Trustees adopting the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Act. Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Trust Instrument.

Section 1.2      Trust Purpose. The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

Section 1.3      Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a)             “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as may be amended from time to time.

(b)            “Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as from time to time amended.

(c)             “Advisory Board Member” shall mean a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.

(d)            “By-laws” means the By-laws referred to in Section 4.1(g) hereof, as from time to time amended.

(e)             The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act.

(f)              “Class” means any division of Shares within a Series, which Class is or has been established in accordance with the provisions of Article 2.

(g)            “Fiduciary Covered Person” has the meaning assigned in Section 8.3 hereof.

(h)            “Indemnified Person” has the meaning assigned in Section 8.4 hereof.

 
 

(i)               “Net Asset Value” means the net asset value of each Series or Class of the Trust determined in the manner provided in Section 7.4 hereof, and “Net Asset Value per Share” has the meaning assigned in Section 7.4 hereof.

(j)               “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

(k)             “Person” shall have the meaning given in Section 3801 of the Act.

(l)               “Series” means a series of Shares of the Trust established in accordance with the provisions of Section 2.6 hereof.

(m)          “Shareholder” means a record owner of Outstanding Shares of the Trust.

(n)            “Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares. All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series or Classes as the context may require.

(o)            “Trust” refers to the Delaware statutory trust established hereby and reference to the Trust, when applicable to one or more Series or Classes of the Trust, shall refer to any such Series or Class. All provisions herein relating to the Trust shall apply equally to each Series and Class of the Trust except as the context otherwise requires.

(p)            “Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article 3 hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder.

(q)            “Trust Instrument” means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.

(r)              “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series, or by or for the account of the Trustees on behalf of the Trust or any Series.

ARTICLE 2

 
 



BENEFICIAL INTEREST

Section 2.1      Shares of Beneficial Interest. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series and Classes within a Series as the Trustees shall from time to time create and establish. The number of Shares of each Series and Class authorized hereunder is unlimited. Each Share shall have no par value, unless otherwise determined by the Trustees in connection with the creation and establishment of a Series or Class. All Shares when issued hereunder on the terms determined by the Trustees, including without limitation Shares of a Series or Class issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2      Issuance of Shares.

(a)             The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Series and Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up or otherwise as determined by the Trustees), subject to applicable law, including cash or securities (including Shares of a different Series or Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby materially changing the proportionate beneficial interests in the Trust or any Series or Class.

(b)            Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Series or Class of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Series or Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.

Section 2.3      Register of Shares and Share Certificates. A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who

 
 

shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

Section 2.4      Transfer of Shares. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Section 2.5      Treasury Shares. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust. Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. Any Shares held in treasury shall not be canceled unless the Trustees decide otherwise.

Section 2.6      Establishment of Series and Classes.

(a)             The Trustees shall be authorized, without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust, to establish and designate and to change in any manner any initial or additional Series or Classes and to fix such preferences, voting powers (or lack thereof), rights and privileges of such Series or Classes as the Trustees may from time to time determine, including without limitation, the fees associated with such additional Series or Classes, to divide or combine the Shares or any Series or Classes into a greater or lesser number, to classify or reclassify any issued or unissued Shares or any Series or Classes into one or more Series or Classes of Shares, to redeem or abolish any

 
 

outstanding Series or Class of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. Unless another time is specified by the Trustees, the establishment and designation of any Series or Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. The Trust may issue any number of Shares of each Series or Class.

(b)            Subject to the distinctions permitted among Classes of Shares of the Trust or of Classes of the same Series, as established by the Trustees consistent with the requirements of the 1940 Act or as otherwise provided in the instrument designating and establishing any Class or Series, each Share of the Trust (or Series, as applicable) shall represent an equal beneficial interest in the net assets of the Trust (or such Series), and each holder of Shares of the Trust (or a Series) shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect thereto. Upon redemption of the Shares of any Series or upon the liquidation and termination of a Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series.

(c)             Without limiting the authority of the Trustees set forth in this Section to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Series and Classes of Shares of the Trust: The Investment Company of America and Classes A, C, T, F-1, F-2, F-3 529-A, 529-C, 529-E, 529-T, 529-F-1, R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6.

Section 2.7      Investment in the Trust. The Trustees may accept investments in any Series of the Trust or Class, if the Series has been divided into Classes, from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided herein. Unless the Trustees otherwise determine, investments in a Series shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received. Without limiting the generality of the foregoing, the Trustees may (a) fix the Net Asset Value per Share of the initial capital contribution to the Trust or any Series or Class thereof, (b) impose sales or other charges upon investments in the Trust or any Series or any Class thereof or (c) issue fractional Shares. The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms. The Trustees and any Person authorized by them shall have the right to refuse to accept

 
 

any investment in the Trust or any Series or any Class thereof without any cause or reason.

Section 2.8      Assets and Liabilities Belonging to Series or Class.

(a)             Separate and distinct records shall be maintained by the Trust for each Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees deem fair and equitable. If there are Classes of Shares within a Series, the assets belonging to the Series shall be further allocated to each Class in the proportion that the “assets belonging to” the Class (calculated in the same manner as with determination of “assets belonging to” the Series) bears to the assets of all Classes within the Series. Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series or Class, as the case may be. The assets belonging to a particular Series and Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series or Class, as the case may be.

(b)            The assets belonging to each Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes. The liabilities, expenses, costs, charges and reserves allocated and so charged to a Series are herein referred to as “liabilities belonging to” that Series. Except as provided in the next two sentences or otherwise required or permitted by applicable law, the liabilities belonging to such Series shall be allocated to each Class of a Series in the proportion that the assets belonging to such Class bear to the assets belonging to all Classes in the Series. To the extent permitted by Section 3804(a) of the Act or

 
 

other applicable law, the Trustees may allocate all or a portion of any liabilities belonging to a Series to a particular Class or Classes as the Trustees may from time to time determine is appropriate. In addition, all liabilities, expenses, costs, charges and reserves belonging to a Class shall be allocated to such Class.

(c)             Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets belonging to such Series only, and not against the assets of the Trust generally or any other Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any Person extending credit to, contracting with or having any claim against the Trust with respect to a particular Series may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series from the assets of that Series only. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

(d)            If, notwithstanding the provisions of this Section, any liability properly charged to a Series or Class is paid from the assets of another Series or Class, the Series or Class from the assets of which the liability was paid shall be reimbursed from the assets of the Series or Class to which such liability belonged.

Section 2.9      No Preemptive Rights. Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.

Section 2.10  Conversion Rights. The Trustees shall have the authority to provide from time to time that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Series or Classes or for interests in one or more other trusts, corporations, or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees from time to time.

Section 2.11  Derivative Actions.

(a)             No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other

 
 

proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action.

(b)            In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Section 2.12  Fractions. Except as otherwise determined by the Trustees, any fractional Share of any Series or Class, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust.

Section 2.13  No Appraisal Rights. Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.

Section 2.14  Status of Shares. Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument.

 
 

Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.

Section 2.15  Shareholders.

(a)             No Shareholder of the Trust or of any Series or Class shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series or Class. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.

(b)            If any Shareholder or former Shareholder of the Trust or any Series or Class shall be held to be personally liable solely by reason of his being or having been a Shareholder thereof and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, may, at its option, assume the defense of any claim made against the Shareholder for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets of the Series or Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series or Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series or Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Neither the Trust nor the applicable Series or Class shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without prior written notice to the Trust and consent of the Trust to settle the claim.

ARTICLE 3

THE TRUSTEES

Section 3.1      Election. Except for the Trustees named herein or appointed pursuant to Section 3.7 hereof, or Trustees appointed to fill vacancies pursuant to

 
 

Section 3.3 hereof, the Trustees shall be elected by the Shareholders in accordance with this Trust Instrument and the 1940 Act.

Section 3.2      Term of Office of Trustees; Resignation and Removal.

(a)             Each Trustee shall hold office during the existence of this Trust, and until its termination as herein provided unless such Trustee resigns or is removed as provided herein. Any Trustee may resign by notice to the Chairman, if any, the Vice Chairman, if any, the President or the Secretary and such resignation shall be effective upon such notice, or at a later date specified by such Trustee.

(b)            Any of the Trustees may be removed with or without cause by the affirmative vote of the Shareholders of two thirds (2/3) of the Shares, or with cause by the action of two thirds (2/3) of the remaining Trustees (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 3.4 hereof). Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.

(c)             Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the death of any Trustee or upon removal or resignation due to any Trustee’s incapacity to serve as trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

(d)            Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal.

(e)             The Trustees, by resolution of a majority of Trustees, may adopt or amend a retirement policy for the Trustees of the Trust. Any such policy shall be binding on each Trustee unless waived by a majority of the other Trustees.

Section 3.3      Vacancies and Appointment of Trustees.

(a)             A vacancy shall occur if a Trustee dies, resigns, retires, is removed or is incapacitated, or a Trustee is otherwise unable to serve, or the number of Trustees is increased. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see

 
 

fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.4, to decrease the number of Trustees.

(b)            An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur at a later date.

(c)             An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.

Section 3.4      Number of Trustees. The number of Trustees as of the date of this Trust Instrument is twelve (12). The Trustees serving as such from time to time may, by resolution of a majority thereof, increase or decrease the number of Trustees, provided, however, that the number of Trustees shall not be decreased to less than three (3). No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee in accordance with Section 3.2(b).

Section 3.5      Effect of Death, Resignation, Etc. of a Trustee. The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.

Section 3.6      Ownership of Assets of the Trust.

(a)             Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of, one or more of the Trustees acting for and on behalf of the Trust, or in the name of any Person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Series or Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Series or Class of Shares which are owned by such Shareholder. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities held by the Trust which have been issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

(b)            If title to any part of the Trust Property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the resignation, removal, death or incapacity of a

 
 

Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.7      Series Trustees. In connection with the establishment of one or more Series or Classes, the Trustees establishing such Series or Class may appoint, to the extent permitted by the 1940 Act, separate Trustees with respect to such Series or Classes (the “Series Trustees”). Series Trustees may, but are not required to, serve as Trustees of the Trust of any other Series or Class of the Trust. To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustee of the Trust, all the powers and authorities of Trustees hereunder with respect to such Series or Class, but may have no power or authority with respect to any other Series or Class (unless the Trustees permit such Series Trustees to create new Classes within such Series). Any provision of this Trust Instrument relating to election of Trustees by Shareholders shall entitle only the Shareholders of a Series or Class for which Series Trustees have been appointed to vote with respect to the election of such Trustees and the Shareholders of any other Series or Class shall not be entitled to participate in such vote. If Series Trustees are appointed, the Trustees initially appointing such Series Trustees may, without the approval of any Outstanding Shares, amend either this Trust Instrument or the By-laws to provide for the respective responsibilities of the Trustees and the Series Trustees in circumstances where an action of the Trustees or Series Trustees affects all Series and Classes of the Trust or two or more Series or Classes represented by different Trustees.

Section 3.8      No Accounting. Except to the extent required by the 1940 Act or, if determined to be necessary or appropriate by the other Trustees under circumstances which would justify his removal for cause, no person ceasing to be a Trustee for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.

ARTICLE 4

POWERS OF THE TRUSTEES

Section 4.1      Powers. The Trustees shall manage or direct the management of the Trust Property and the business of the Trust with full powers of delegation except as may be prohibited by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United

 
 

States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things or instruments are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised in their sole discretion in accordance with Section 8.3(c) hereof (except as otherwise required by the 1940 Act) and without order of or resort to any court. Without limiting the foregoing and subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority to cause the Trust (or to act on behalf of the Trust):

(a)             To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including, but not limited to, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities and financial instruments of any kind, including without limitation futures contracts and options on such contracts, issued, created, guaranteed, or sponsored by any and all Persons, including the United States of America, any foreign government, and all states, territories, and possessions of the United States of America or any foreign government and any political subdivision, agency, or instrumentality thereof, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust, and to exercise any and all rights, powers, and privileges of ownership or interest and to fulfill any and all obligations in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;

(b)            To enter into contracts of any kind and description, including swaps and other types of derivative contracts;

(c)             To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including but not limited to forward foreign currency exchange contracts;

 
 

(d)            To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article 2 and Article 7, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series or Class of the Trust, with respect to which such Shares are issued;

(e)             To borrow funds or other property and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any Person and to lend or pledge Trust Property or any part thereof to secure any or all of such obligations;

(f)              To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(g)            To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;

(h)            To appoint and terminate such officers, employees, agents and contractors as they consider appropriate, any of whom may be a Trustee, and to provide for the compensation of all of the foregoing;

(i)               To set record dates (or delegate the power to so do) in the manner provided herein or in the By-laws;

(j)               To delegate such of the Trustees’ power and authority hereunder (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor, and to employ auditors, counsel or other agents of the Trust;

(k)             To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

 
 

(l)               To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(m)          To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(n)            To the extent permitted by law, indemnify any Person with whom the Trust or any Series or Class has dealings;

(o)            To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or the applicable Series or Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;

(p)            To purchase and pay for entirely or partially out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, Advisory Board Members, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability;

(q)            To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

 
 

(r)              To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

(s)             To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article 2 hereof and to establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable law;

(t)              To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

(u)            To make distributions of income and of capital gains to Shareholders in the manner herein provided;

(v)             To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or Classes, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum in accordance with Section 7.3 hereof;

(w)           To cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;

(x)             To establish one or more committees, to delegate any powers of the Trustees to such committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust) and other characteristics of such committees as the Trustees may deem proper. Notwithstanding the provisions of this Article 4, and in addition to such provisions or any other provision of this Trust Instrument or of the By-laws, the Trustees may by resolution appoint a committee consisting of fewer than the whole number of the Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to any matter including the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding that may be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;

 
 

(y)             To interpret the investment policies, practices or limitations of the Trust or of any Series or Class;

(z)             To establish a registered office and have a registered agent in the State of Delaware;

(aa)         To pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, Advisory Board Members, Trustees emeritus, investment adviser or manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with the terms of this Trust Instrument;

(bb)        To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in interests issued by one or more other investment companies or pooled portfolios, each of which may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes, including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies or pooled portfolios, all without any requirement of approval by Shareholders;

(cc)          To select or to authorize one or more persons to select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments;

(dd)        In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers; and

(ee)         To appoint one or more Advisory Board Members to serve the role provided for in Section 2(a)(1) of the 1940 Act and to cause the Trust to pay compensation to such persons for serving in such capacity.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any

 
 

manner the general powers of the Trustees. Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

Section 4.2      Trustees and Officers as Shareholders. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

Section 4.3      Action by the Trustees and Committees. Meetings of the Trustees shall be held from time to time within or without the State of Delaware upon the call of the Chairman, if any, the Vice Chairman, if any, the President, the Principal Executive Officer, the Secretary, an Assistant Secretary or any two Trustees. No annual meeting of Trustees shall be required.

(a)             Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-laws or by resolution of the Trustees. Notice of any other meeting shall be given not later than 48 hours preceding the meeting by United States mail or by electronic mail or other electronic transmission to each Trustee at his residence or business address or email address as set forth in the records of the Trust or otherwise given personally not less than 24 hours before the meeting but may be waived in writing, including by electronic mail, by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

(b)            A quorum for all meetings of the Trustees shall be one third of the total number of Trustees, but no less than two Trustees. Unless provided otherwise in this Trust Instrument or otherwise required by the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees, which written consent shall be filed with the minutes of proceedings of the Trustees. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent. If there be less than a quorum present at any meeting of the Trustees, a majority of those present may adjourn the meeting until a quorum shall have been obtained.

 
 

(c)             Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be two or more of the members thereof, unless the Trustees shall provide otherwise or if the committee consists of only one member. Unless provided otherwise in this Trust Instrument, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members, which written consent shall be filed with the minutes of proceedings of such committee. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.

(d)            With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or are otherwise interested in any action to be taken may be counted for quorum purposes under this Section 4.3 and shall be entitled to vote to the extent permitted by the 1940 Act.

(e)             All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such communications system shall constitute presence in person at such meeting, unless the 1940 Act specifically requires the Trustees to act “in person,” in which case such term shall be construed consistent with Commission or staff releases or interpretations.

Section 4.4      Chairman of the Trustees. The Trustees may appoint one of their number to be Chairman of the Trustees who shall preside at all meetings of the Trustees at which he is present. The Chairman may be (but is not required to be) the chief executive officer of the Trust, but shall not be an officer of the Trust solely by virtue of being appointed Chairman. The Chairman shall have such responsibilities as may be determined by the Trustees from time to time. The Trustees may elect Co-Chairmen or Vice Chairmen of the Board. In the absence of the Chairman, another Trustee shall be designated by the Trustees to preside over the meeting of the Trustees, to set the agenda for the meeting and to perform the other responsibilities of the Chairman in his absence.

Section 4.5      Principal Transactions. Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, investment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other Person; and the Trust may employ any such Affiliated Person or other Person, or firm or company in which such Affiliated Person or other Person is an Interested Person, as broker, legal counsel,

 
 

registrar, investment adviser, investment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

 

ARTICLE 5

INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
CUSTODIAN AND OTHER CONTRACTORS

Section 5.1      Certain Contracts. Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into, modify, amend, supplement, assign or terminate one or more contracts with, and pay compensation to, any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:

(a)             Investment Adviser and Investment Sub-Adviser. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-

 
 

adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

(b)            Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.

(c)             Administrator. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(d)            Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trust with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(e)             Administrative Service and Distribution Plans. The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

(f)              Fund Accounting. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.

(g)            Custodian and Depository. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.

(h)            Parties to Contract. Any contract described in this Article 5 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such

 
 

contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article 5. The same Person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article 5, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.

ARTICLE 6

SHAREHOLDER VOTING POWERS AND MEETINGS

Section 6.1      Voting.

(a)             The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable.

(b)            On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: as to any matter (i) with respect to which a separate vote of one or more Series or Classes is required by the 1940 Act or by action of the Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares of all Series and Classes voting together, and (ii) which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall have been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees

 
 

hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws or as determined by the Trustees. A proxy may be given in writing, electronically, by telephone, by telecopy, or in any other manner provided for in the By-laws or as determined by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-laws of the Trust to be taken by Shareholders. A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth or be submitted with information from which it can be determined that the writing or other transmission was authorized by the Shareholder.

Section 6.2      Notices. Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or her address as it is registered with the Trust. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid.

Section 6.3      Meetings of Shareholders.

(a)             Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.

 
 

(b)            Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.

Section 6.4      Record Date. For the purpose of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time fix a date, not more than 120 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with Section 6.3(b) hereof) or payment of distributions or other action, as the case may be, as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action. Nothing in this Section 6.4 shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 6.5      Notice of Meetings.

(a)             Written or printed notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given as provided in Section 6.2 for the giving of notices, at least 10 business days before the meeting. At any such meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting. Any adjourned or postponed meeting held as provided in Section 6.3 shall not require the giving of additional notice.

(b)            Notice of any Shareholder meeting need not be given to any Shareholder if a written waiver of notice (including, but not limited to, electronic, telegraphic or facsimile or computerized writings), executed before or after such meeting, is filed with the record of such meeting, or to any Shareholder who shall attend such meeting in person or by proxy. The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting except

 
 

when a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 6.6      Proxies, Etc. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken.

(a)             Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote.

(b)            When Shares are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Shares, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Shares.

(c)             A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of its Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

Section 6.7      Action by Written Consent. Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Trust Instrument or by the Trustees) consent to the action in writing. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Any written consent may be given by facsimile, electronic mail or other electronic means. The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.

Section 6.8      Delivery by Electronic Transmission or Otherwise. Notwithstanding any provision in this Trust Instrument to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind referenced in, or contemplated by, this Trust Instrument or the By-laws may, as determined by the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Act), including via the internet, or in any other manner permitted by applicable law.

ARTICLE 7

 
 



DISTRIBUTIONS AND REDEMPTIONS

Section 7.1      Distributions.

(a)             The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series or Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.

(b)            Dividends and distributions on Shares of a particular Series or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Shareholders of Shares in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series. All dividends and distributions on Shares in a particular Series or Class thereof shall be distributed pro rata to the Shareholders of Shares in that Series or Class in proportion to the total outstanding Shares in that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or Class and except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure. Such dividends and distributions may be made in cash or Shares of that Series or Class or a combination thereof as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

(c)             Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in subsection (b) of this Section 7.1. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Section 7.2     

 
 

Redemption by Shareholder.

(a)             Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees. Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value. Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees. In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price.

(b)            Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act.

(c)             If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Section 7.3      Redemption by Trust.

(a)             Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price. Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of

 
 

such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.

(b)            If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any Series or Class thereof has or may become concentrated in any Person to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to (i) call for the redemption of a number, or amount, of Shares held by such Person sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification, (ii) refuse to transfer or issue Shares of any Series or Class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or (iii) take such other actions as they deem necessary and appropriate to avoid such disqualification.

Section 7.4      Net Asset Value.

(a)             The Net Asset Value per Share of any Series or Class thereof shall be the quotient obtained by dividing the value of the net assets of that Series or Class (being the value of the assets belonging to that Series or Class less the liabilities belonging to that Series or Class) by the total number of Shares of that Series or Class outstanding, all determined in accordance with the methods and procedures, including without limitation those with respect to rounding, established by the Trustees from time to time.

(b)            The Trustees may determine to maintain the Net Asset Value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series or Class thereof as dividends payable in additional Shares of that Series or Class thereof at the designated constant dollar amount and for the handling of any losses attributable to that Series or Class thereof. Such procedures may, among other things, provide that in the event of any loss each Shareholder of a Series or Class thereof shall be deemed to have contributed to the capital of the Trust attributable to that Series or Class thereof his pro rata portion of the total number of Shares required to be cancelled in order to permit the Net Asset Value per Share of that Series or Class thereof to be maintained, after reflecting such loss, at the designated constant dollar amount. Each

 
 

Shareholder of the Trust shall be deemed to have agreed, by his investment in the Trust, to make the contribution referred to in the preceding sentence in the event of any such loss.

Section 7.5      Power to Modify Procedures.

(a)             Notwithstanding any of the foregoing provisions of this Article 7, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the Net Asset Value of the Shares or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.

(b)            Nothing in this Trust Instrument shall be deemed to restrict the ability of the Trustees in their full discretion, without the need for any notice to, or approval by the Shareholders of, any Series or Class, to allocate, reallocate or authorize the contribution or payment, directly or indirectly, to one or more than one Series or Class of the following: (i) assets, income, earnings, profits, and proceeds thereof, (ii) proceeds derived from the sale, exchange or liquidation of assets, and (iii) any cash or other assets contributed or paid to the Trust from a manager, administrator or other adviser of the Trust or an Affiliated Person thereof, or other third party, another Series or another Class, in each case to remediate misallocations of income and capital gains, ensure equitable treatment of Shareholders of a Series or Class, or for such other valid reason determined by the Trustees.

ARTICLE 8

COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES

Section 8.1      Compensation. The Trustees as such shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.

Section 8.2      Limitation of Liability.

(a)             The Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Act. No Trustee or former Trustee shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or

 
 

reckless disregard of his duties involved in the conduct of the office of the Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated. No Trustee or former Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any other Trustee, Advisory Board Member, officer, agent, employee, manager, adviser, sub-adviser or principal underwriter of the Trust.

(b)            The officers, employees, Advisory Board Members and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board Member or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.

Section 8.3      Fiduciary Duty.

(a)             To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.

(b)            Unless otherwise expressly provided herein:

(i)               whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or

(ii)             whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then

(iii)           such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the

 
 

relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise.

(c)             Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

(d)            Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

 
 

(e)             To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Section 8.4      Indemnification. The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be found entitled to indemnification.

Section 8.5      Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-

 
 

party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

Section 8.6      Indemnification Not Exclusive. The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Indemnified Person may be entitled. As used in this Article 8, “Indemnified Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

Section 8.7      Reliance on Experts, Etc. Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any manager, adviser, administrator, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.

Section 8.8      No Duty of Investigation; Notice in Trust Instrument. No purchaser, lender, or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate or other interest or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees, officers, employees or agents of the Trust. The execution of any such obligation, contract, instrument, certificate or other interest or undertaking shall not personally bind such Trustees, officers employees or agents of the Trust or make them personally liable thereunder, nor shall it give rise to a claim against their private property or the private property of the Shareholders for the satisfaction of any obligation or claim thereunder. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem advisable.

Section 8.9     

 
 

No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties hereunder.

Section 8.10  Insurance. The Trust shall purchase and maintain in effect one or more policies of insurance on behalf of its Trustees and officers in such amounts and with such coverage as shall be determined from time to time by the Board of Trustees, and also may purchase and maintain such insurance for any of its employees and other agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his service to the Trust, with customary limitations and exceptions, whether or not the Trust would have the power to indemnify such person against such expenses pursuant to this Article 8.

ARTICLE 9

MISCELLANEOUS

Section 9.1      Trust Not a Partnership. It is the intention of the Trustees that the Trust shall be a statutory trust under the Act and that this Trust Instrument and the By-laws, if any, shall together constitute the “governing instrument” of the Trust as defined in Section 3801(f) of the Act. It is hereby expressly declared that a Delaware statutory trust and not a partnership or other form of organization is created hereby. All persons extending credit to, contracting with or having any claim against any Series of the Trust or any Class within any Series shall look only to the assets of such Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series or Class shall include a recitation limiting the obligations represented thereby to the Trust or to one or more Series or Classes and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder, Trustee, officer, employee or agent of the Trust).

Section 9.2      Dissolution and Termination of Trust, Series or Class.

(a)             Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed also to be an action to dissolve each Series and each Class thereof and any action to dissolve a Series shall be deemed also to be an action to terminate each Class thereof.

 
 

(b)            Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if the Trust has not dissolved) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or Series involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of such Series on the date of distribution unless otherwise determined by the Trustees or otherwise provided by this Trust Instrument. Thereupon, any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of Article 7 of this Trust Instrument provided that the costs relating to the termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination).

(c)             Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the Trust, the Trustees, subject to Section 3808 of the Act, shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.

Section 9.3      Merger, Consolidation, Incorporation.

(a)             Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or

 
 

substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

(b)            Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.

(c)             Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

(d)            Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Section 9.4      Filing of Copies, References, Headings. The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument

 
 

supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like “his”, “he” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the headings shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 9.5      Applicable Law. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, shall be governed by and construed and administered according to the Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Sections 3540 and 3561 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a “statutory trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 9.6     

 
 

Amendments. Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment hereto, a Trust Instrument supplemental hereto or an amended and restated trust instrument. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 6.1, (ii) on any amendment that would permit the Trustees to bind any Shareholder personally or to permit the Trustees to call upon any Shareholder for the payment of any sum of money or assessment whatsoever, (iii) on any amendment to this Section 9.6, (iv) on any amendment for which such vote is required by the 1940 Act and (v) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required. Anything in this Trust Instrument to the contrary notwithstanding, no amendment to Article 8 hereof shall limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. The Trustees may without Shareholder vote, restate or amend or otherwise supplement the By-laws and the Certificate of Trust as the Trustees deem necessary or desirable.

Section 9.7      Fiscal Year. The fiscal year of the Trust or any Series shall end on a specified date as determined from time to time by the Trustees.

Section 9.8      Provisions in Conflict with Law. The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.

Section 9.9      Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Trust Instrument may be recorded, appears to be a Trustee hereunder, certifying to (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument

 
 

satisfies the requirements of this Trust Instrument, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Amended and Restated Agreement and Declaration of Trust as of the 14th day of September 2017.

 

This instrument may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument.

 

 

/s/ Louise H. Bryson

Louise H. Bryson, Trustee

 

 

 

/s/ Mary Anne Dolan

/s/ William H. Kling

William H. Kling, Trustee

 

 

 

/s/ James B. Lovelace

Mary Anne Dolan, Trustee

 

 

 

/s/ James G. Ellis

James B. Lovelace, Trustee

 

 

 

/s/ John C. Mazziotta

James G. Ellis, Trustee

 

 

 

/s/ Leonard R. Fuller

John C. Mazziotta, Trustee

 

 

 

/s/ William R. McLaughlin

Leonard R. Fuller, Trustee

 

 

 

/s/ Pablo R. González Guajardo

William R. McLaughlin, Trustee

 

 

 

/s/ Bailey Morris-Eck

Pablo R. González Guajardo, Trustee

 

 

 

/s/ William D. Jones

Bailey Morris-Eck, Trustee

 

 

 

/s/ Donald D. O’Neal

William D. Jones, Trustee

 

 

 

 

Donald D. O’Neal, Trustee
EX-99.E UNDR CONTR 3 exhe.htm

 

 

THE INVESTMENT COMPANY OF AMERICA

 

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

 

 

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between THE INVESTMENT COMPANY OF AMERICA, a Delaware statutory trust (the “Fund”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).

 

W I T N E S S E T H:

 

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company which offers various classes of shares of beneficial interest, designated as Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-T shares, Class 529-E shares and Class 529-F-1 shares (“Class 529 shares”); and Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”), and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund’s officers subject to authorization by its Board of Trustees;

 

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

 

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

 

NOW, THEREFORE, the parties agree as follows:

 

1.    (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of the Fund” or “shares” as used herein shall mean shares of beneficial interest of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

 

 
 

(b) The Fund may, upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.

 

2.    In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.

 

3.    The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

 

(a)        issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

 

(b)       issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

 

(c)        issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

 

(d)       issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund’s current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

 

4.    The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by

 
 

shares of such mutual funds, for which the Distributor has been authorized to act as principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers Fund shares for sale and in which qualification is required.

 

5.    Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund’s Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.

 

6.    In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

 

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

 

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

 

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

 

10.      The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled

 
 

transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist.

 

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

 

12.      The Distributor, as principal underwriter under this Agreement for Class C shares, shall receive (i) distribution fees as compensation for the sale of Class C shares and contingent deferred sales charges (“CDSC”), as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the “Class C Plan”).

 

(a)        In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor’s Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class C shares, the Distributor’s Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Fund’s Prospectus and to pay the same over to the Distributor, or, at the Distributor’s direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.

 

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

 

(c)        The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission

 
 

Share” (as defined in the Allocation Schedule attached hereto as Schedule A) upon the settlement date of such Commission Share taken into account in determining the Distributor’s Allocable Portion of Distribution Fees.

 

(d)       The provisions set forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are hereby incorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.

 

13.      The Distributor, as principal underwriter under this Agreement for Class T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class T shares as compensation for the sale of Class T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class T shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class T shares (the “Class T Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

14.      The Distributor, as principal underwriter under this Agreement for Class F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the “Class F-1 Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

15.      The Distributor, as principal underwriter under this Agreement for Class F-2 shares and Class F-3 shares, shall receive no compensation.

 

16.      The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

17.      The Distributor, as principal underwriter under this Agreement for Class 529-C shares, shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund’s Prospectus, and

 
 

(ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the “Class 529-C Plan”).

 

(a)        In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor’s Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor’s Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund’s Prospectus, and to pay the same over to the Distributor or, at the Distributor’s direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-C Plan.

 

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

 

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

 

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

 

18.      The Distributor, as principal underwriter under this Agreement for Class 529-T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-T shares as compensation for the sale of Class 529-T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of

 
 

Class 529-T shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-T shares (the “Class 529-T Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

19.      The Distributor, as principal underwriter under this Agreement for Class 529-E shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the “Class 529-E Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

20.      The Distributor, as principal underwriter under this Agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the “Class 529-F-1 Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

21.      The Distributor, as principal underwriter under this Agreement for each of the Class R shares, shall receive (i) distribution fees as compensation for the sale of Class R shares, and (ii) shareholder service fees as set forth below. The payment of distribution and service fees is pursuant to the Fund’s various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the “Class R Plans”). For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of Trustees of the Fund, and are currently as follows:

 

 
 

 

Share Class Distribution Fee Service Fee
Class R-1 0.75% 0.25%
Class R-2 0.50% 0.25%
Class R-2E 0.35% 0.25%
Class R-3 0.25% 0.25%
Class R-4 0.00% 0.25%
Class R-5E 0.00% 0.00%
Class R-5 0.00% 0.00%
Class R-6 0.00% 0.00%

 

22.      The Fund agrees to use its best efforts to maintain its registration as an open-end management investment company under the 1940 Act.

 

23.      The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.

 

24.      The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund’s officers to meet the requirements of applicable laws shall be divided between the Fund, the Distributor and any other principal underwriter of the shares of the Fund as follows:

 

(a)   the Fund shall pay the typesetting and make-ready charges;

 

(b)  the printing charges shall be prorated between the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives; and

 
 

 

(c)   expenses incurred in connection with the foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall be borne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s), in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.

 

25.      The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.

 

26.      The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

 

27.      (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days’ written notice by the Distributor to the Fund.

 

(b)  This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days’ written notice to the other party in the event that the Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.

 

(c)   This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days’ written notice to the Distributor provided either of the following events has occurred:

 

 
 

(i)     FINRA has expelled the Distributor or suspended its membership in that organization; or

 

(ii)   the qualification, registration, license or right of the Distributor to sell shares of the Fund or any series of the Fund in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

 

(d)  This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

 

28.      This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. If the Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

 

29.      No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

 

30.      This Agreement shall become effective on April 7, 2017. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until April 30, 2017 and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

 

31.      If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 30. The Agreement as approved with respect to any series

 
 

or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.

 

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

 

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

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of March 17, 2017.

 

 

AMERICAN FUNDS DISTRIBUTORS, INC.   THE INVESTMENT COMPANY OF AMERICA
   
By: /s/ Timothy W. McHale  By: /s/ Laurie D. Neat
Timothy W. McHale  Laurie D. Neat
Secretary  Secretary

 

 

 
 

SCHEDULE A

to the

Amended and Restated Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class C shares.

 

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

 

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

 

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

 

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

 

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

 

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

 

 
 

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

 

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

 

PART I: ATTRIBUTION OF CLASS C SHARES

 

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

 

(1)Commission Shares other than Omnibus Shares:

 

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

 

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

 

(c)        A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have

 
 

a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2)Free Shares:

 

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

 

(3)Omnibus Shares:

 

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

 

PART II: ALLOCATION OF CDSCs

 

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

 

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

 

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

 

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

 
 

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

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

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

 

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

 

(A + C)/2

(B + D)/2

 

where:

 

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

 

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

 

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

 

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

 

(2)       If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the

 
 

methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

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

 

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

 

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

 

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

 

 

 
 

SCHEDULE B

to the

Amended and Restated Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class 529-C shares.

 

The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

 

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

 

Commission Share” means each 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

 

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

 

Free Share” means, in respect of a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued in connection with the reinvestment of dividends or capital gains).

 

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

 

 
 

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

 

Omnibus Share” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTION OF CLASS 529-C SHARES

 

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1)Commission Shares other than Omnibus Shares:

 

(a)             Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(b)            Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(c)             A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of

 
 

the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2)Free Shares:

 

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

 

(3)Omnibus Shares:

 

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

 

PART II: ALLOCATION OF CDSCs

 

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

 

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

 

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

 

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines that the

 
 

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

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

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

 

(1)            The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

A=The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

 

B=The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month

 

C=The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

 

D=The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month

 

(2)            If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular

 
 

calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)
where:

 

A=Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 

B=Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

 

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

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

 

 

 

 

Selling Group Agreement

 

Ladies and Gentlemen:

 

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

 

1. Authorization to Sell

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

 

 

2. Compensation on Sales of Class A Shares and Class 529-A Shares

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

 

Concession as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $25,000 5.00% 5.75%
$25,000 but less than $50,000 4.25% 5.00%
$50,000 but less than $100,000 3.75% 4.50%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1,000,000 1.20% 1.50%
$1,000,000 or more See below None

 

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

 

Concession as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $100,000 3.00%

3.75%

 

 
 

 

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

 

 

Concession as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

  d. Category 4 Funds. On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A, no dealer concessions will be paid.

 

  e. Category 5 Funds. On sales of Class 529-A shares of Funds listed in Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 

 

Concession as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $100,000 3.50% 4.25%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

 

  1. Purchases of Class A and Class 529-A shares amounting to $1 million or more

 

Category 1, Category 2 and Category 5 Funds. If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more or b) made to certain entities described in the Fund Prospectuses, including employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, you will be paid a dealer concession of 1.00% on sales to $10 million, plus 0.50% on amounts over $10 million up to $25 million, plus 0.25% on amounts over $25 million.

 

Category 3 Funds. If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more or b) made to certain entities described in the Fund Prospectuses, including employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, you will be paid a dealer concession of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million.

 

All Funds. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969, are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to retirement plans is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

 

 
 

 

3. Ongoing Service Fees for Class A and Class 529-A Shares

We are also authorized to pay you continuing service fees each quarter with respect to the Class A and Class 529-A shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

 

  1. You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree to assume an active role in providing investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews, evaluating client investment needs, etc., as well as to encourage your representatives to supplement your provision of shareholder account-related services such as processing purchase and redemption transactions, establishing shareholder accounts and providing certain information and assistance with respect to the Funds. Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

 

  b. You agree to support our marketing and servicing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 

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

 

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

 

  e. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter, the fee must amount to at least $10, and (iii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds’ statements of additional information.

 

  f. Ongoing compensation under this Agreement is subject to your providing the investment related services described above in paragraph (a).

 

  g. On Class A and Class 529-A shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

Annual Service Fee Rate

Shares with a first anniversary of purchase before 7-1-88* 0.15%

Shares with a first anniversary of purchase on or after 7-1-88 0.25%

Shares of state-specific tax-exempt funds 0.25%

 

 

 
 
  h. On Class A and Class 529-A shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

Annual Service Fee Rate

All Shares 0.15%

  i. Notwithstanding anything to the contrary in the Agreement, on Class A and Class 529-A shares of American Funds Inflation Linked Bond Fund and Short-Term Bond Fund of America and Class A of American Funds Short Term Tax Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

Annual Service Fee Rate

All Shares 0.15%

 

 

4. Compensation on Class C Shares and Class 529-C Shares

  a. On sales of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and
    Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:

• a dealer concession of 0.75% of the amount invested, plus

• an immediate service fee of 0.25% of the amount invested.

 

  b. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3, Category 4 and Category 5 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 

5. Compensation on Class F-1 Shares

On Class F-1 shares of the Funds that were converted from Class C shares of the Funds or that were transferred to you and not held in a fee-based program, we will pay you ongoing compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of the Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. You may not purchase Class F-1 shares of the Funds unless you have executed a separate agreement allowing for the purchase of Class F-1 shares. In addition, no fees shall be payable on Class F-1 shares pursuant to this Agreement if you have executed a separate agreement allowing for the purchase of Class F-1 shares.

 

 

6. Compensation on Class 529-E Shares

We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3, Category 4 and Category 5 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 
 

 

7. Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)

  a. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

 

R Share Class Annual Compensation Rate

Class R-1 1.00%

Class R-2 0.75%

Class R-2E 0.60%

Class R-3 0.50%

Class R-4 0.25%

Class R-5 No compensation paid

Class R-5E No compensation paid

Class R-6 No compensation paid

 

  1. If you hold Plan accounts in an omnibus account (i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.

 

 

8. Order Processing

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

 

 

9. Timeliness of Submitting Orders

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

 

 

 
 

b. You confirm that your firm has policies and procedures in place to ensure that only those orders received by your firm by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

10. Repurchase of Shares

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

 

 

11. Processing Redemption Requests

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

 

 

12. Prospectuses and Marketing Materials

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

 

13. Effect of Prospectus

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

 

 

14. Relationship of Parties

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

 

 

15. State Securities Qualification

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

 

 

16. Representations

  a. You represent that (i) you are a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (ii) you are a member of FINRA, (iii) your membership with FINRA is not currently suspended or terminated and (iv) to the extent you offer any Class 529 shares, you are properly registered to offer such shares.

 

 
 
  b. We represent that (i) we are acting as an underwriter within the meaning of the applicable rules of FINRA and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (ii) we are a member of FINRA and (iii) our membership with FINRA is not currently suspended or terminated.

 

c. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

  d. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

17. Confidentiality

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

 

 

18. Termination

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

 

 

19. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

 

Telephone No.: 800/421-5475, ext 8

Facsimile No.: 210/474-4088

 

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

 

 

20. Miscellaneous

a. Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds U.S. Government Money Market Fund are currently suspended for all share classes except Class F-1, R-2, R-2E, R-3 and R-4 shares. Payments for other share classes may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments. Notwithstanding the foregoing, payments of 12b-1 fees in respect of American Funds U.S. Government Money Market Fund may be discontinued if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments.

 

b. We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

 

 

 
 

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

By _____________________________________________

 

Matthew P. O’Connor

President

 

Accepted

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

________________________________________________

Print Name

 

________________________________________________

Title

 

 

Address:

 

________________________________________________

 

________________________________________________

 

Date:

________________________________________________

 

 

 

 

 

 

 
 

Schedule A

April 1, 2017

(supersedes all previous versions of Schedule A)

 

Category 1 A C F-1 529-A 529-C 529-E R-1 R-2 R-2E R-3 R-4 R-5 R-5E R-6
AMCAP Fund e
American Balanced Fund e
American Funds Developing World Growth and Income Fund e
American Funds Global Balanced Fund e
American Funds Portfolio Series                            
    American Funds Balanced Portfolio e
    American Funds Global Growth  Portfolio e
    American Funds Growth and Income  Portfolio e
    American Funds Growth Portfolio e
    American Funds Income Portfolio     e
American Funds Retirement Income Portfolio Series e na na na
American Funds Target Date Retirement Series e na na na
American Mutual Fund e
Capital Income Builder e
Capital World Growth and Income Fund e
EuroPacific Growth Fund e
Fundamental Investors e
The Growth Fund of America e
The Income Fund of America e
International Growth and Income Fund e
The Investment Company of America e
The New Economy Fund e
New Perspective Fund e
New World Fund e
SMALLCAP World Fund e
Washington Mutual Investors Fund e
                             
Category 2                            
American Funds Corporate Bond Fund e
American Funds Emerging Markets Bond Fund e
American Funds Mortgage Fund e
American Funds Portfolio Series                            
American Funds Tax-Advantaged Income Portfolio     e na na na na na na na na na na na
American Funds Strategic Bond Fund e
American Funds Tax-Exempt Fund of New York e na na na na na na na na na na na
American High-Income Municipal Bond Fund e na na na na na na na na na na na
American High-Income Trust e
The Bond Fund of America e
Capital World Bond Fund e

 

 
 

 

 

 

 

 

 

A

 

 

C

 

 

F-1

 

 

529-A

 

 

529-C

 

 

529-E

 

 

R-1

 

 

R-2

 

 

R-2E

 

 

R-3

 

 

R-4

 

 

R-5

 

 

R-5E

 

 

R-6

Category 2 (continuation)                            
The Tax-Exempt Bond Fund of America e na na na na na na na na na na na
The Tax-Exempt Fund of California e na na na na na na na na na na na
U.S. Government Securities Fund e
                             
Category 3                            
American Funds College Enrollment Fund na na na na na na na na na na na
American Funds Inflation Linked Bond Fund e e e
American Funds Portfolio Series                            
American Funds Preservation Portfolio   

 

 

 

e

 

 

 

 

 

 

 

 

 

 

 

American Funds Tax-Exempt Preservation Portfolio e na na na na na na na na na na na
American Funds Short-Term Tax-Exempt Bond Fund na e na na na na na na na na na na na
Intermediate Bond Fund of America e e e
Limited Term Tax-Exempt Bond Fund of America e e na na na na na na na na na na na
Short-Term Bond Fund of America e e e
                             
Category 4                            
American Funds U.S. Government Money Market Fund e e e
                             

 

Category 5

                           
American Funds College Target Date Series (all funds except  American Funds College Enrollment Fund) na na na na na na na na na na na
                             
                             

Class F-1, Class F-2, Class F-3, and Class 529-F-1 shares are available for purchase pursuant to a separate agreement.

Share class is available

e Share class is available for exchanges only

na Share class is not available

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

Schedule B

 

Retirement Plan Recordkeeping Solutions

 

American Funds Retirement Plan Services makes available retirement plan recordkeeping solutions. As a member of the Selling Group, you have access to these retirement plan recordkeeping solutions under the terms set forth below. With respect to sales you make through our retirement plan recordkeeping solutions, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, based on the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets means total Plan assets (including assets invested in American Funds and other mutual funds or investment options approved for use) maintained on our recordkeeping system, excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use. Compensation will not vary based upon the selection of available investment options and will accrue on a calendar-quarter basis and shall be paid within 30 days following the end of the quarter for which such fees are payable. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

1. RecordkeeperDirect (American Funds Only)

 

Share Class Annual Compensation Rate
Class A Shares* 0.25%
Class R-2 Shares 0.75%
Class R-3 Shares 0.50%
Class R-4 Shares 0.25%
Class R-5 Shares No compensation paid

* Class A shares are not available to new plans. No upfront commissions are paid on Class A shares held through the RecordkeeperDirect Program.

 

2. PlanPremier (TPA & Bundled)

 

Eligible Plan Assets Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares 0.65%
Eligible Plan Assets that include American Funds Class R-2E Shares 0.50%
Eligible Plan Assets that include American Funds Class R-3 Shares 0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares* 0.25%
Eligible Plan Assets that include American Funds Class R-5 Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-5E Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares No compensation paid

* For certain grandfathered Class R-4 plans, the annual compensation rate is 0.20%.

 

 

 


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

 

 

 

 

 

Bank/Trust Company Selling Group Agreement

 

 

Ladies and Gentlemen:

 

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

 

 

1. Authorization

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

 

  (i) Class 529 shares of the Funds are available only as underlying investments through the Program,
  (ii) Class F shares are available only pursuant to a Bank/Trust Company Class F Share Participation Agreement,
  (iii) Employer-sponsored retirement plans that are not currently invested in Class A shares and that wish to invest without a sales charge are not eligible to purchase Class A shares. Such plans may invest only in Class R shares,
  (iv) You may not make available to your clients (Client), Class C or Class 529-C shares until you have demonstrated to our affiliate, American Funds Service Company, that you have the appropriate systems in place to assess the contingent deferred sales charge associated with those share classes, and
  (v) Unless otherwise permitted under this Agreement or any other Agreement with us, you may not maintain any non-retirement accounts for your Clients in an omnibus account (i.e., multiple Client accounts in one account on the books of the Funds).

 

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

 

 

 

 

 
 

2. Compensation on Sales of Class A Shares and Class 529-A Shares

 

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

 

Compensation as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $25,000 5.00% 5.75%
$25,000 but less than $50,000 4.25% 5.00%
$50,000 but less than $100,000 3.75% 4.50%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1,000,000 1.20% 1.50%
$1,000,000 or more See below None

 

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

 

Compensation as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $100,000 3.00% 3.75%

 

  c. Category 3 Funds. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, that are accepted by us and for which you are responsible, you will be paid compensation as follows:

 

Compensation as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below

None

 

  d. Category 4 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 4 on the attached Schedule A, no compensation will be paid.

 

  e. Category 5 Funds. On sales of Class 529-A shares of Funds listed in Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid compensation as follows:

 

Compensation as Sales Charge

Percentage of as Percentage

Purchases Offering Price of Offering Price

Less than $100,000 3.50% 4.25%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below

None

 

 

 
 

f. Purchases of Class A and Class 529-A shares amounting to $1 million or more

 

Category 1, Category 2 and Category 5 Funds. If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more or b) made to certain entities described in the Fund Prospectuses, including employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, you will be paid a dealer concession of 1.00% on sales to $10 million, plus 0.50% on amounts over $10 million up to $25 million, plus 0.25% on amounts over $25 million.

 

Category 3 Funds. If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more or b) made to certain entities described in the Fund Prospectuses, including employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, you will be paid a dealer concession of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million.

 

All Funds. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969, are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to retirement plans is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

 

 

3. Ongoing Service Fees for Class A and Class 529-A Shares

We are also authorized to pay you continuing service fees each quarter with respect to the Class A and Class 529-A, shares of all the Funds to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

 

  a. You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree to assume an active role in providing investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews, evaluating client investment needs, etc., as well as to encourage your representatives to supplement your provision of shareholder account-related services such as processing purchase and redemption transactions, establishing shareholder accounts and providing certain information and assistance with respect to the Funds. Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

 

  b. You agree to support our marketing and servicing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 

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

 

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

 

  e. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time; (ii) in order to receive a service fee for a particular quarter,
the fee must amount to at least $10, and (iii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds’ statements of additional information.

 

  f. Ongoing compensation under this Agreement is subject to your providing the investment related services as described above in paragraph (a).

 

  g. On Class A and Class 529-A shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

Annual Service Fee Rate

Shares with a first anniversary of purchase before 7-1-88* 0.15%

Shares with a first anniversary of purchase on or after 7-1-88 0.25%

Shares of state-specific tax-exempt funds 0.25%

 

  h. On Class A and Class 529-A shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

Annual Service Fee Rate

All Shares 0.15%

 

  i. Notwithstanding anything to the contrary in the Agreement, on Class A and Class 529-A shares of American Funds Inflation Linked Bond Fund and Short-Term Bond Fund of America and Class A shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A and Class 529-A shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

Annual Service Fee Rate

All Shares 0.15%

 

4. Compensation on Sales of Class C Shares and Class 529-C Shares

  a. On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:

 

• compensation of 0.75% of the amount invested, plus

• an immediate service fee of 0.25% of the amount invested.

 

 
 
  b. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3,, Category 4 and Category 5 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 

5. Compensation on Class F-1 Shares

On Class F-1 shares of the Funds that were converted from Class C shares of the Funds or that were transferred to you and not held in a fee-based program, we will pay you ongoing compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of the Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. You may not purchase Class F-1 shares of the Funds unless you have executed a separate agreement allowing for the purchase of Class F-1 shares. In addition, no fees shall be payable on Class F-1 shares pursuant to this Agreement if you have executed a separate agreement allowing for the purchase of Class F-1 shares.

 

 

6. Compensation on Sales of Class 529-E Shares

We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset

value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3, Category 4 and Category 5 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made.

The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 

7. Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)

  a. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

 

  R Share Class Annual Compensation Rate
  Class R-1 1.00%
  Class R-2 0.75%
  Class R-2E 0.60%
  Class R-3 0.50%
  Class R-4 0.25%
  Class R-5 No compensation paid
  Class R-5E No compensation paid
  Class R-6 No compensation paid
     
     
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
  b. If you hold Plan accounts in an omnibus account (i.e., multiple Plans in one account on the books of the Funds), the Plans may invest only in R shares, and you may be required to execute an Omnibus Addendum to the Bank/Trust Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.

 

8. Order Processing

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

 

 

9. Timeliness of Submitting Orders

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

 

  b. You confirm that your firm has policies and procedures in place to ensure that only those orders received by your firm by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

10. Repurchase of Shares

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

 

 

11. Processing Redemption Requests

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

 

 

 
 

12. Prospectuses and Marketing Materials

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

 

 

13. Effect of Prospectus

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

 

 

14. Relationship of Parties

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

 

 

15. State Securities Qualification

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

 

 

16. Representations

  a. You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; (3) you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations, and (4) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of FINRA, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.

 

  b. We represent that (1) we are acting as an underwriter within the meaning of the applicable rules of FINRA and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (2) we are a member of FINRA and (3) our membership with FINRA is not currently suspended or terminated.

 

  c. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

 
 
  d. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

17. Confidentiality

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

 

 

18. Termination

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

 

 

19. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, extension 8

Facsimile No.: 210/474-4088

 

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

 

 

20. Miscellaneous

a. Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds U.S. Government Money Market Fund are currently suspended for all share classes except Class F-1, R-2, R-2E, R-3 and R-4 shares. Payments for other share classes may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments. Notwithstanding the foregoing, payments of 12b-1 fees in respect of American Funds U.S. Government Money Market Fund may be discontinued if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments.

 

  b. We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

 

 

 

 

 

 

 

 

 
 

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

By: ____________________________________

Matthew P. O’Connor

President

 

Accepted

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

Print Name: ___________________________________________

 

Title: _________________________________________________

 

Address: _____________________________________________

 

_____________________________________________

 

Date: _____________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

Schedule A

April 1, 2017

(supersedes all previous versions of Schedule A)

 

Category 1 A C F-1 529-A 529-C 529-E R-1 R-2 R-2E R-3 R-4 R-5 R-5E R-6
AMCAP Fund e
American Balanced Fund e
American Funds Developing World Growth and Income Fund e
American Funds Global Balanced Fund e
American Funds Portfolio Series                            
    American Funds Balanced Portfolio e
    American Funds Global Growth  Portfolio e
    American Funds Growth and Income  Portfolio e
    American Funds Growth Portfolio e
    American Funds Income Portfolio     e
American Funds Retirement Income Portfolio Series e na na na
American Funds Target Date Retirement Series e na na na
American Mutual Fund e
Capital Income Builder e
Capital World Growth and Income Fund e
EuroPacific Growth Fund e
Fundamental Investors e
The Growth Fund of America e
The Income Fund of America e
International Growth and Income Fund e
The Investment Company of America e
The New Economy Fund e
New Perspective Fund e
New World Fund e
SMALLCAP World Fund e
Washington Mutual Investors Fund e
                             
Category 2                            
American Funds Corporate Bond Fund e
American Funds Emerging Markets Bond Fund e
American Funds Mortgage Fund e
American Funds Portfolio Series                            
American Funds Tax-Advantaged Income Portfolio     e na na na na na na na na na na na
American Funds Strategic Bond Fund e
American Funds Tax-Exempt Fund of New York e na na na na na na na na na na na
American High-Income Municipal Bond Fund e na na na na na na na na na na na
American High-Income Trust e
The Bond Fund of America e
Capital World Bond Fund e
 
 

 

 

 

 

A

 

 

C

 

 

F-1

 

 

529-A

 

 

529-C

 

 

529-E

 

 

R-1

 

 

R-2

 

 

R-2E

 

 

R-3

 

 

R-4

 

 

R-5

 

 

R-5E

 

 

R-6

Category 2 (continuation)                            
The Tax-Exempt Bond Fund of America e na na na na na na na na na na na
The Tax-Exempt Fund of California e na na na na na na na na na na na
U.S. Government Securities Fund e
                             
Category 3                            
American Funds College Enrollment Fund na na na na na na na na na na na
American Funds Inflation Linked Bond Fund e e e
American Funds Portfolio Series                            
American Funds Preservation Portfolio   

 

 

 

e

 

 

 

 

 

 

 

 

 

 

 

American Funds Tax-Exempt Preservation Portfolio e na na na na na na na na na na na
American Funds Short-Term Tax-Exempt Bond Fund na e na na na na na na na na na na na
Intermediate Bond Fund of America e e e
Limited Term Tax-Exempt Bond Fund of America e e na na na na na na na na na na na
Short-Term Bond Fund of America e e e
                             
Category 4                            
American Funds U.S. Government Money Market Fund e e e
                             

 

Category 5

                           
American Funds College Target Date Series (all funds except  American Funds College Enrollment Fund) na na na na na na na na na na na
                             
                             

Class F-1, Class F-2, Class F-3, and Class 529-F-1 shares are available for purchase pursuant to a separate agreement.

Share class is available

e Share class is available for exchanges only

na Share class is not available

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

Schedule B

 

Retirement Plan Recordkeeping Solutions

 

American Funds Retirement Plan Services makes available retirement plan recordkeeping solutions. As a member of the Selling Group, you have access to these retirement plan recordkeeping solutions under the terms set forth below. With respect to sales you make through our retirement plan recordkeeping solutions, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, based on the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets means total Plan assets (including assets invested in American Funds and other mutual funds or investment options approved for use) maintained on our recordkeeping system, excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use. Compensation will not vary based upon the selection of available investment options and will accrue on a calendar-quarter basis and shall be paid within 30 days following the end of the quarter for which such fees are payable. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

1. RecordkeeperDirect (American Funds Only)

 

Share Class Annual Compensation Rate
Class A Shares* 0.25%
Class R-2 Shares 0.75%
Class R-3 Shares 0.50%
Class R-4 Shares 0.25%
Class R-5 Shares No compensation paid

* Class A shares are not available to new plans. No upfront commissions are paid on Class A shares held through the RecordkeeperDirect Program.

 

2. PlanPremier (TPA & Bundled)

 

Eligible Plan Assets Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares 0.65%
Eligible Plan Assets that include American Funds Class R-2E Shares 0.50%
Eligible Plan Assets that include American Funds Class R-3 Shares 0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares* 0.25%
Eligible Plan Assets that include American Funds Class R-5 Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-5E Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares No compensation paid

* For certain grandfathered Class R-4 plans, the annual compensation rate is 0.20%.

 

 

 

 

 


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

 

 

 

Class F Share Participation Agreement

 

 

Ladies and Gentlemen:

 

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares, Class F-2 shares, and Class F-3 shares of the Funds (together Shares or Class F shares). You have represented that you maintain a fee-based program(s) or you place trades for your representatives, your affiliates, or third-party broker-dealers that maintain fee-based programs (Program or Programs) under which your or their clients (Clients) may purchase shares of participating open-end investment companies at net asset value. We are willing to make available to you Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms and conditions below and the Fund Prospectuses.

 

 

1.      Authorization to Sell

You may offer to non-retirement plan Clients that are participating in the Program, Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001. However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001. Class F shares are not available to retirement plan Clients, only Class R shares may be used. The terms of your Selling Group Agreement with us will control that arrangement.

 

 

2.      Compensation for Sales of Fund Shares

  a. In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 or Class F-3 shares of the Funds.

 

  b. If you offer American Funds U.S. Government Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds U.S. Government Money Market Fund if the
 
 

fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 

  c. You agree that if you are assigned to an account holding Class F-1 shares of the Funds that were converted from Class C shares of the Funds and those Class F-1 shares are held outside of a Program, you will pass through a portion of the fee paid under this section to the financial adviser associated with the account.

 

 

3.      Compensation for Services

You may be eligible to receive compensation for providing certain services in respect of Shares of the Funds if you meet the requirements of and enter into a Dealer Services Agreement with American Funds Service Company.

 

 

4.      Order Processing

a. Any order by you for the purchase of Shares of the respective Funds through us shall be accepted at the time when it is

received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price

next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds

have reserved the right to withhold Shares from sale temporarily or permanently. We will not accept any order from you

that is placed on a conditional basis or subject to any delay or contingency prior to execution. The Shares purchased will

be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles

Clearing House funds. If payment for the Shares purchased is not received within three days after the date of

confirmation the sale may be cancelled, by us or by the respective Funds, without any responsibility or liability on our part

or on the part of the Funds. In such event, we and/or the respective Funds may hold you responsible for any loss,

expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay

or failure to make payment as aforesaid.

 

  b. You shall place orders for the purchase and redemption of Shares as described in the Dealer Services Agreement with American Funds Service Company.

 

 

5. Timeliness of Submitting Orders

a. You are obliged to date and indicate the time of receipt of all orders you receive from your clients and to transmit

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

 

b. You confirm that you have policies and procedures in place to ensure that only those orders received by you by 4:00 p.m.

Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

6. Processing Redemption Requests

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

 
 

 

 

7. Prospectuses and Marketing Materials

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

 

 

8. Effect of Prospectus

This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, and to the applicable Rules of the Financial Industry Regulatory Authority (FINRA), which shall control and override any provision to the contrary in this Agreement

 

 

9. Relationship of Parties

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

 

 

10. State Securities Qualification

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

 

 

11. Representations

  a. You represent that you are (a)(i) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, (ii) a member of FINRA and (iii) not currently under an order suspending or terminating your membership with FINRA, or (b) an entity that is affiliated with a FINRA-registered broker-dealer firm. (The provisions of this section do not apply to a broker or dealer located in a foreign country and doing business outside the jurisdiction of the United States.)

 

  b. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

  c. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

12. Confidentiality

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

 
 

 

 

13. Termination

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

 

 

14. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, ext 8

Facsimile No.: 210/474-4088

 

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

 

 

15. Miscellaneous

We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

 

 

* * * * *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

Very truly yours,

American Funds Distributors, Inc.

 

 

By

 

Matthew P. O’Connor

President

 

 

Accepted:

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

________________________________________________

Print Name

 

________________________________________________

Title

 

 

Address:

 

________________________________________________

 

________________________________________________

 

Date:

 

________________________________________________

 

 

 
 

Schedule A

July 29, 2016

(supersedes all previous versions of Schedule A)

 

 

AMCAP Fund

EuroPacific Growth Fund
American Balanced Fund Fundamental Investors
American Funds Corporate Bond Fund The Growth Fund of America
American Funds Developing World Growth and Income Fund The Income Fund of America
American Funds Emerging Markets Bond Fund Intermediate Bond Fund of America
American Funds Global Balanced Fund International Growth and Income Fund
American Funds Inflation Linked Bond Fund The Investment Company of America
American Funds Mortgage Fund Limited Term Tax-Exempt Bond Fund of America
American Funds Portfolio Series The New Economy Fund
American Funds Retirement Income Portfolio Series New Perspective Fund
American Funds Short-Term Tax-Exempt Bond Fund New World Fund
American Funds Strategic Bond Fund Short-Term Bond Fund of America
American Funds Target Date Retirement Series SMALLCAP World Fund
American Funds Tax-Exempt Fund of New York The Tax-Exempt Bond Fund of America
American Funds U.S. Government Money Market Fund The Tax-Exempt Fund of California
American High-Income Municipal Bond Fund U.S. Government Securities Fund
American High-Income Trust Washington Mutual Investors Fund
American Mutual Fund  
The Bond Fund of America  
Capital Income Builder  
Capital World Bond Fund  
Capital World Growth and Income Fund  
   

 

 

 

 

 

 

Bank/Trust Company Participation Agreement

for Class F Shares

 

Ladies and Gentlemen:

 

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares, Class F-2 shares and Class F-3 shares of the Funds (together Shares or Class F shares). You have represented that you maintain fee-based program(s) (Program) under which you and your clients (Clients) may purchase shares of participating open-end investment companies at net asset value and you charge those Clients an asset-based fee or other fees tied to the value of their holdings. You have indicated that you wish to act as agent for your customers in connection with the purchase and redemption of Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms set forth below and in the Fund Prospectuses.

 

 

1. Authorization

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

 

 

2. Compensation for Sales of Fund Shares

a. In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares or Class F-3 shares of the Funds.

 

 
 
  b. If you offer American Funds U.S. Government Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds U.S. Government Money Market Fund if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 

c. You represent that you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations.

 

 

3.      Compensation for Services

You may be eligible to receive compensation for providing certain services in respect of Shares of the Funds if you meet the requirements of and enter into a Bank Services Agreement with American Funds Service Company.

 

 

4. Order Processing

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

 

 

5. Timeliness of Submitting Orders

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

 

  b. You confirm that you have policies and procedures in place to ensure that only those orders received by you by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

 

 

 
 

 

6. Processing Redemption Requests

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

 

 

7. Prospectuses and Marketing Materials

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

 

 

8. Effect of Prospectus

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

 

 

9. Relationship of Parties

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

 

 

10. State Securities Qualification

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

 

 

11. Representations

  a. You represent that you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws. You agree to notify us immediately in writing if this representation ceases to be true. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of FINRA, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-
 
 

chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws and regulations relating to securities purchases hereunder.

 

  b. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

c. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

12. Confidentiality

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

 

 

13. Termination

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

 

 

14. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration

3500 Wiseman Boulevard

San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, ext 8

Facsimile No.: 210/474-4088

 

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

 

 

15. Miscellaneous

We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

* * * * *

 

 

 

 

 

 

 
 

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement: (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

By ______________________________________

Matthew P. O’Connor

President

 

 

 

Accepted

 

__________________________________________

Firm

 

 

By_______________________________________

Officer or Partner

 

 

Address:

 

__________________________________________

 

__________________________________________

 

 

Date:

 

__________________________________________

 
 

 

Schedule A

July 29, 2016

(supersedes all previous versions of Schedule A)

 

 

AMCAP Fund

EuroPacific Growth Fund
American Balanced Fund Fundamental Investors
American Funds Corporate Bond Fund The Growth Fund of America
American Funds Developing World Growth and Income Fund The Income Fund of America
American Funds Emerging Markets Bond Fund Intermediate Bond Fund of America
American Funds Global Balanced Fund International Growth and Income Fund
American Funds Inflation Linked Bond Fund The Investment Company of America
American Funds Mortgage Fund Limited Term Tax-Exempt Bond Fund of America
American Funds Portfolio Series The New Economy Fund
American Funds Retirement Income Portfolio Series New Perspective Fund
American Funds Short-Term Tax-Exempt Bond Fund New World Fund
American Funds Strategic Bond Fund Short-Term Bond Fund of America
American Funds Target Date Retirement Series SMALLCAP World Fund
American Funds Tax-Exempt Fund of New York The Tax-Exempt Bond Fund of America
American Funds U.S. Government Money Market Fund The Tax-Exempt Fund of California
American High-Income Municipal Bond Fund U.S. Government Securities Fund
American High-Income Trust Washington Mutual Investors Fund
American Mutual Fund  
The Bond Fund of America  
Capital Income Builder  
Capital World Bond Fund  
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EX-99.H OTH MAT CONT 4 exhh.htm

THE INVESTMENT COMPANY OF AMERICA

 

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT

 

 

1.               The parties to this Amended and Restated Shareholder Services Agreement (the “Agreement”), which is effective as of April 7, 2017, are The Investment Company of America, a Delaware statutory trust (the “Fund”), and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.

 

2.               The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent. In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, in respect of Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-T shares, Class 529-E shares and Class 529-F-1 shares (“Class 529 shares”); Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”); (Class A shares, Class C shares, Class F shares, Class 529 shares and Class R shares collectively the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

 

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

 

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

 

5.               The Fund, together with the other participating investment companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment

 
 

companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, to serve on the Review and Advisory Committee.

 

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

 

Annual account maintenance fee (paid monthly):  
   
Fee per account (annual rate) Rate
Broker controlled account (networked and street) $0.84
Full service account $16.00

 

No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

 

The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.

 

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

 

7.               a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, National Securities Clearing Corporation (NSCC) transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services described in paragraph 7.b., provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS’ books and/or processing non-automated transactions. The limitation set forth above shall not apply to Class F shares, Class 529-F shares or Class R shares.

 

b.       During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Fund and

 
 

AFS acknowledge that AFS will contract with third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.

 

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

 

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

 

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

 

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

 

 
 

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

 

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

 

 

 

[Remainder of page intentionally left blank.]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of March 17, 2017.

 

 

AMERICAN FUNDS SERVICE COMPANY THE INVESTMENT COMPANY OF AMERICA
   
By /s/ Angela M. Mitchell  By /s/ Laurie D. Neat
 Angela M. Mitchell  Laurie D. Neat
 Secretary  Secretary

 

 
 

EXHIBIT A

to the

Amended and Restated Shareholder Services Agreement

 

AFS or any third party with whom it may contract (AFS and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional related services as the Fund’s shares may from time to time require.

 

1.Record Maintenance

 

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

 

a.Number of shares;

 

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

 

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

 

d.              Records of distributions and dividend payments; and

 

e.               Any transfers of shares.

 

2.Shareholder Communications

 

Service Provider shall:

 

a.               Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related material the names and addresses of all Customers. The Fund-related material shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund related material to its Customers.

 

 
 

b.              Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.

 

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

 

d.              Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Fund.

 

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

 

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

 

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

 

3.Transactional Services

 

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

 

4.Tax Information Returns and Reports

 

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

 
 

federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

 

5.Fund Communications

 

The Service Provider shall, upon request by the Fund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.

 

6.Coordination, Oversight and Monitoring of Service Providers

 

As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

 

 

 

 

THE INVESTMENT COMPANY OF AMERICA

 

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

 

WHEREAS, The Investment Company of America (the “Fund”), is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-T shares, Class 529-E shares and Class 529-F-1 shares (“Class 529 shares”); and Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”) of beneficial interest (Class A shares, Class C shares, Class T shares, Class F shares, Class 529 shares and Class R shares, collectively, the “shares”);

 

WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies;

 

WHEREAS, the Fund wishes to have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Fund and to arrange for and coordinate, monitor and oversee the activities performed by the third parties with which affiliates of the Investment Adviser contract for the provision of sub-transfer agency services (the “administrative services”);

 

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

 

WHEREAS, the Fund and the Investment Adviser wish to enter into an Amended and Restated Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such administrative services for the Fund’s shares;

 

NOW, THEREFORE, the parties agree as follows:

 

1.               Services. During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the administrative services set forth

 
 

in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.

 

2.               Fees. In consideration of administrative services performed by the Investment Adviser for the Fund’s shares the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”). For the Fund’s Class A shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.01% of the average daily net assets of those shares. For the Fund’s Class C shares, Class T shares, Class F shares, Class 529 shares and Class R shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of those shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.

 

3.               Effective Date and Termination of Agreement. This Agreement shall become effective on April 7, 2017 and unless terminated sooner it shall continue in effect until April 30, 2017. It may thereafter be continued from year to year only with the approval of a majority of those trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Trustees”). This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

 

4.               Amendment. No material amendment to this Agreement shall be made unless such amendment is approved by the vote of a majority of the Independent Trustees.

 

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

 

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

 

 
 

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

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by their officers thereunto duly authorized, as of March 17, 2017.

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY THE INVESTMENT COMPANY OF AMERICA
   
By:  /s/ Michael J. Downer By: /s/ Laurie D. Neat
Michael J. Downer Laurie D. Neat
Senior Vice President and Secretary   Secretary

 

 

 
 

 

EXHIBIT A

to the

Amended and Restated Administrative Services Agreement

 

1.Assisting Financial Intermediaries in their Provision of Shareholder Services

 

The Investment Adviser shall assist financial advisers and other intermediaries in their provision of services to shareholders of the Fund. Such assistance shall include, but not be limited to, responding to a variety of inquiries such as cost basis information, share class conversion policies, retirement plan distribution requirements, Fund investment policies and Fund market timing policies. In addition, the Investment Adviser shall provide such intermediaries with in-depth information on current market developments and economic trends/forecasts and their effects on the Fund and detailed Fund analytics, and such other matters as may reasonably be requested by financial advisers or other intermediaries to assist them in their provision of service to shareholders of the Fund.

 

2.Coordination, Oversight and Monitoring of Service Providers

 

The Investment Adviser shall monitor, coordinate and oversee the activities performed by the third parties with which its affiliates contract for the provision of sub-transfer agency services. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

EX-99.J OTHER OPININ 5 exhj.htm

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Post-Effective Amendment No. 142 to Registration Statement No. 002-10811 on Form N-1A of our report dated February 9, 2018, relating to the financial statements and financial highlights of The Investment Company of America appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us under the headings “Financial highlights” in the Prospectus and “Independent registered public accounting firm” and “Prospectuses, reports to shareholders and proxy statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

 

 

Costa Mesa, California

February 26, 2018

 

EX-99.M 12B-1 PLAN 6 exhm.htm

PLAN OF DISTRIBUTION

of

THE INVESTMENT COMPANY OF AMERICA

relating to its

CLASS T SHARES

 

 

WHEREAS, The Investment Company of America (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

 

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

 

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

 

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

 

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

 

1.       Payments to Distributor. The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.50% per annum of the average daily net assets of the Fund’s Class T shares.

 

The categories of expenses permitted under this Plan include service fees (“Service Fees”) and distribution fees (“Distribution Fees”), each in an amount not to exceed 0.25% per annum of the average daily net assets of the Fund’s Class T 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 T shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class T shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

 

2.       Approval by the Board. This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are

 
 

not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

 

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

 

4.       Effective Date and Termination of Plan. This Plan shall become effective on April 7, 2017 and may be terminated as to the Fund’s Class T shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class T shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until April 30, 2017. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

 

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

 

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

 

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

 

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

 

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

 

 
 

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

 

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

 

 

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of March 17, 2017.

 

 

the investment company of America
 
By /s/ James B. Lovelace
James B. Lovelace
Vice Chairman and Principal Executive Officer
 
By  /s/ Laurie D. Neat
Laurie D. Neat
Secretary

 

 

 

 

PLAN OF DISTRIBUTION

of

THE INVESTMENT COMPANY OF AMERICA

relating to its

CLASS 529-T SHARES

 

 

WHEREAS, The Investment Company of America (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

 

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

 

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution and servicing of its Class 529-T shares; and

 

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

 

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

 

1.       Payments to Distributor. The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.50% per annum of the average daily net assets of the Fund’s Class 529-T shares.

 

The categories of expenses permitted under this Plan include service fees (“Service Fees”) and distribution fees (“Distribution Fees”), each in an amount not to exceed 0.25% per annum of the average daily net assets of the Fund’s Class 529-T 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-T shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-T shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

 

2.       Approval by the Board. This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are

 
 

not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

 

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

 

4.       Effective Date and Termination of Plan. This Plan shall become effective on April 7, 2017 and may be terminated as to the Fund’s Class 529-T shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-T shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until April 30, 2017. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

 

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

 

a.that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-T shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 

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

 

6.       Amendment. This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-T shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-T shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

 

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

 

 
 

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

 

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

 

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of March 17, 2017.

 

 

the investment company of America
 
By /s/ James B. Lovelace
James B. Lovelace
Vice Chairman and Principal Executive Officer
 
By /s/ Laurie D. Neat
Laurie D. Neat
Secretary

EX-99.N 18F-3 PLAN 7 exhn.htm

THE INVESTMENT COMPANY OF AMERICA

 

AMENDED AND RESTATED MULTIPLE CLASS PLAN

 

 

WHEREAS, THE INVESTMENT COMPANY OF AMERICA (the “Fund”), a Delaware statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of beneficial interest;

 

WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;

 

WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution and servicing of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain administrative expenses for certain classes of shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Shareholder Services Agreement with American Funds Service Company under which the Fund may bear certain transfer agency expenses for its shares;

 

WHEREAS, the Fund is authorized to issue the following classes of shares of beneficial interest: Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, (“Class 529 shares”); as well as Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares, and Class R-6 shares (“Class R shares”);

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting shares representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and

 

 
 

WHEREAS, the Board of Trustees of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Amended and Restated Multiple Class Plan (the “Plan”) effective

December 1, 2017;

 

NOW THEREFORE, the Fund adopts the Plan as follows:

 

1.               Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

 

2.     (a) Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

 

(b)       A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.

 

(c)       Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) those trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Trustees”).

 

3.     Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:

 

 
 

(a)        Class A shares

 

(i)Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii)Class A shares shall be subject to an annual distribution expense under the Fund’s Class A Plan of Distribution of up to 0.25% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of up to 0.25%. The amount remaining, if any, may be used for distribution expenses.

 

(iii)Class A shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class A shares, the fees generated shall be charged to the Fund and allocated to Class A shares based on their aggregate net assets relative to those of Class C shares and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv)Class A shares shall be subject to an administrative services fee of 0.01% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(b)       Class C shares

 

(i)Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(ii)Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This
 
 

expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)Class C shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class C shares, the fees generated shall be charged to the Fund and allocated to Class C shares based on their aggregate net assets relative to those of Class A shares and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv)Class C shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(v)Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

 

(vi)Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.

 

(c)Class T shares

 

(i)Class T shares shall be sold at net asset value plus a front-end sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii)Class T shares shall be subject to an annual 12b-1 expense under the Fund’s Class T Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class T Plan of Distribution. This
 
 

expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)Class T shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. Class T shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST Systems, Inc. (DST) and National Securities Clearing Corporation (NSCC) fees) that are directly attributed to accounts of and activities generated by Class T shares.

 

(iv)Class T shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(d)Class F shares consisting of Class F-1 shares, Class F-2 shares and Class F-3 shares

 

(i)Class F shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii)Class F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)Class F-2 shares and Class F-3 shares shall not be subject to an annual 12b-1 expense.

 

(iv)Class F shares shall be subject to a transfer agent fee (including sub-transfer agent fees, except for Class F-3 shares) according to the Shareholder Services Agreement between the Fund and its transfer agent. Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by Class F shares.

 

 
 
(v)Class F shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(e)Class 529 shares consisting of Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares and Class 529-F-1 shares

 

(i)Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii)Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(iii)Class 529-C shares shall automatically convert to Class 529-A shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

 

(iv)Class 529-E shares and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(v)Class 529-T shares shall be sold at net asset value plus a front-end sales charge, as set forth in the Fund’s prospectus and SAI.

 

(vi)Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

 
 
(vii)Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(viii)Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(ix)Class 529-T shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-T Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-T Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(x)Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(xi)Class 529 shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class 529 shares, the fees generated shall be charged to the Fund and allocated to Class 529 shares based on their aggregate net assets relative to those of Class A shares and Class C shares.

 

(xii)Class 529 shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set
 
 

forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(xiii)Class 529 shares shall be subject to a 529 plan services fee of up to 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.

 

(f)Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares, and Class R-6 shares

 

(i)Class R shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii)Class R-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-1 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)Class R-2 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iv)Class R-2E shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2E Plan of Distribution of up to 0.85% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.60% and a service fee of up to 0.25% of such average daily net assets.

 

(v)Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of up to
 
 

0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(vi)Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(vii)Class R-5E shares, Class R-5 shares and Class R-6 shares shall not be subject to an annual 12b-1 expense.

 

(viii)Class R shares shall be subject to a transfer agent fee (including sub-transfer agent fees, except for Class R-6 shares) according to the Shareholder Services Agreement between the Fund and its transfer agent. Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class.

 

(ix)Class R shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.

 

All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.

 

4.     This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) the Independent Trustees.

 

5.     This Plan shall become effective with respect to any class of shares of the Fund, other than Class A shares, Class C shares, Class T shares, Class F shares, Class 529 shares or Class R shares, upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendum setting forth such

 
 

specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

 

6.    No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees.

 

7.    This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officer thereunto duly authorized, as of November 15, 2017.

 

 

THE INVESTMENT COMPANY OF AMERICA
 
By:  /s/ Laurie D. Neat
Laurie D. Neat
Secretary

 

EX-99.P CODE ETH 8 exhp.htm

 

[logo - The Capital Group]

 

 

Code of Ethics

 

December 2017

The following is the Code of Ethics for Capital Group, which includes Capital Research and Management Company (CRMC), the investment adviser to American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all Capital associates.

 

Guidelines

 

Capital Group associates are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.

 

Capital’s Code of Ethics requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.

 

As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capital’s business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.

 

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

Protecting sensitive information

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Associates who believe they may have material non-public information should contact a member of the Legal staff.

 

Capital Group regularly creates, collects and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of this Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

 

 

Extravagant or excessive gifts and entertainment

 

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.

 

No special treatment from broker-dealers

 

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

No excessive trading of Capital-affiliated funds

 

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

Ban on Initial Public Offerings (IPOs)

 

All 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 service as a director or advisory board member

Associates must obtain approval from the Code of Ethics Team prior to serving on the board of directors or as an advisory board member of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds; (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital; or (3) boards of non-profit and charitable organizations.

 

Associates and any family members residing in the same household must disclose service as a board director or as an advisory board member of any public or private company to the Code of Ethics Team.

 

Senior officer positions

 

Associates and family members residing in the same household must disclose senior officer positions, such as CEO, CFO, Treasurer, etc. of any private or public company.

 

Material business ownership interest and affiliations

Material business ownership interests may give rise to potential conflicts of interest. Associates and family members residing in the same household are required to disclose ownership of 5% or more of the outstanding shares of public or private companies that do, or potentially may do, business with Capital or American Funds.

 

Family members employed by a financial institution

 

Associates must disclose family members, including extended family members such as in-laws, cousins, aunts and uncles, who are employed by a financial institution, such as a bank, brokerage firm, credit union, money management firm, etc. Family members with whom the associate rarely speaks or sees does not need to be disclosed. This disclosure is not limited to those family members residing in the same household.

 

Requests for approval or questions may be directed to the Code of Ethics Team.

 

Other guidelines

 

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

 

 

Reporting requirements

 

Annual certification of the Code of Ethics

 

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

 

Reporting violations

 

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: (1) fraud or illegal acts involving any aspect of Capital’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

 

Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.

 

Associates may also contact the Chief Compliance Officers of CB&T, CGTC, CIInc, CRC, or CRMC, or legal counsel employed with Capital.

 

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

 

 

Policies

 

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

 

 

Gifts and Entertainment Policy

 

Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment involve a government official or are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships, or Capital’s interactions with government officials. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:

 

  · An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 (or the local currency equivalent) in a 12-month calendar year period.
  · An associate may not accept or extend entertainment valued at over $500 (or the local currency equivalent) unless a business reason exists for such entertainment and the entertainment is pre-approved by the associate’s manager and the Code of Ethics Team. Trading department associates are prohibited from accepting entertainment, regardless of value.

 

Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. Dollar amounts in this document refer to US dollars.

 

Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value (e.g. food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.

 

Reporting

 

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.

 

Charitable contributions

 

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties. In addition, it is generally not appropriate to solicit these outside parties or Capital associates for donations to a family-run non-profit organization, family foundation, donor-advised fund or other charitable organization in which an associate or their family members are significantly involved. Board membership alone would not be considered significant involvement.

 

 

Gifts and Entertainment Committee

 

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

 

 

Political Contributions Policy

 

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity. Associates are encouraged to contact the Code of Ethics Team with any questions about this policy.

 

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity, for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for an elected official, a candidate, Political Action Committee (PAC) or political party. Associates may volunteer their time on behalf of a candidate or political organization, but should limit volunteer activities to non-work hours.

 

For contributions or activities supporting candidates or political organizations within the U.S., we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

 

Guidelines for political contributions and activities within the U.S.


U.S. Securities and Exchange Commission (SEC) regulations limit political contributions to certain Covered Government Officials by certain employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: (1) a state or local official, (2) a candidate for state or local office, or (3) a federal candidate currently holding state or local office.

 

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

 

Restricted Associates

 

Certain associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940) and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent are subject to specific limitations, preclearance, and reporting requirements as described below.

 

Preclearance of political contributions

 

Contributions by Restricted Associates to any of the following must be precleared:

 

  • State or local officials, or candidates for state or local office
  • Federal candidate campaigns and affiliated committees, including federal incumbents and presidential candidates
  • Political organizations such as Political Action Committees (PACs), Super PACs and 527 organizations and ballot measure committees
  • Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations

 

Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity exceed $50,000 in a calendar year.

 

Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.

 

Contributions include:

  · Monetary contributions, gifts or loans
  · “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)
  · Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, and purchasing tickets to inaugural events)
  · Contributions to joint fund-raising committees
  · Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate[1]

 

Please contact the Code of Ethics Team to preclear a contribution.

 


[1] “Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

 

Required documentation

 

Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.

 

If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.

 

Special political contribution requirements – CollegeAmerica

 

Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.

 

Administration of the Political Contributions Policy

 

The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

 

 

Insider Trading Policy

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

 

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

 

 

Personal Investing Policy

 

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-US offices.

 

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. The Code of Ethics requires that associates act with integrity and in an ethical manner and place the interests of fund shareholders and clients first. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

 

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.

 

Covered Associates

 

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered Associates include the associate’s spouse/spouse equivalent and other immediate family members (for example, children, siblings and parents) residing in the same household. Any reference to the requirements of Covered Associates in this document applies to these family members.

 

Additional rules apply to Investment Professionals

“Investment Professionals” include portfolio managers, investment counselors, investment analysts and research associates, investment group administrative assistants, portfolio specialists, investment specialists, trading associates, and global investment control and fixed income control associates, including assistants. See “Additional policies for Investment Professionals” below for more details.

 

Questions regarding coverage status should be directed to the Code of Ethics Team.

Prohibited transactions

 

The following transactions are prohibited:

  · Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates)

Note: Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

  · Short selling of securities subject to preclearance
  · Investments by Investment Professionals in short ETFs except those based on certain broad-based indices
  · Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
  · Writing puts and calls on securities subject to preclearance

 

Reporting requirements

 

Covered Associates are required to report their securities accounts, holdings and transactions. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.

 

Covered Associates must disclose any account over which the Covered Associate exercises investment discretion or control (for example, trusts and custodianships for which the Covered Associate is trustee or custodian), if the account holds securities. Covered Associates must also disclose discretionary (professionally managed) accounts.

 

Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.

 

Newly hired U.S.-based associates and associates transferring into a position designated as “covered” are required to maintain their brokerage accounts with electronic reporting firms. This requirement includes immediate family members living in the same household. There are some exceptions to this requirement which include discretionary accounts, employer-sponsored retirement accounts, and employee stock purchase plans.

 

Duplicate statements and trade confirmations (or equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.

 

Preclearance procedures

 

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

 

Before buying or selling securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team first. Please refer to the Personal Investing Policy for more details on preclearable securities.

 

Submitting preclearance requests

 

To submit a preclear request, log into Protegent PTA. Covered Associates should then click on the Preclear button on the Dashboard and enter the request details.

 

For assistance or questions, please contact the Code of Ethics Team.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time. A response to requests will generally be sent within one business day.

 

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term trading policies (see “Additional policies for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.

 

Preclearance will generally not be approved for analysts’ transactions involving securities held in their professional portfolio(s) or if the issuer of such securities falls within their industry research responsibilities or a related industry.

 

Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day.

If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, the following are strongly discouraged:

  · Limit orders (for example, stop loss and good-till-canceled orders)
  · Margin accounts

 

Private investments or other limited offerings

 

Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:

  · Hedge funds
  · Investments in private companies
  · Private equity funds
  · Private funds
  · Private placements
  · Venture capital funds

 

In addition, opportunities to acquire a stock that is "limited" (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.

 

Preclearance procedures for private investments

 

Preclear private investments by contacting the Code of Ethics Team.

 

 

To make a subsequent investment, or increase a previously approved investment, a new Private Investment Preclear Form must be submitted and approval received before making the subsequent or increased investment.

 

 

Additional policies for Investment Professionals

 

Disclosure of personal and professional holdings (cross-holdings)

 

Portfolio managers, investment analysts, portfolio specialists and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research responsibilities or could be eligible for recommendation by the analyst professionally in the future in light of current research responsibilities. This disclosure must be made to the Code of Ethics Team, and may be reviewed by various Capital committees.

 

If disclosure has not already been made to the Code of Ethics Team, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.

 

In addition, portfolio managers, investment analysts, portfolio specialists and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

 

Blackout periods


Investment Professionals may not buy or sell a security during the period seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

 

If a fund or client account transaction takes place in the seven calendar days following a transaction executed by an Investment Professional, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment.

 

Ban on short-term trading

 

Investment Professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction applies to securities subject to preclearance and the investment vehicles listed below. 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.

  

This ban applies to the following investment vehicles based on indices listed on certain broad-based indices:

  · ETFs
  · ETF options and futures
  · Index futures

 

Exchange-traded funds (ETFs)

 

Investment Professionals must preclear ETFs (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices. Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.

 

Although Investment Professionals may invest in ETFs based on certain broad-based indices without preclearance, the ban on short-term trading still applies.

 

Penalties for violating the Personal Investing Policy

 

Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading. Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certification forms.

 

Failure to adhere to the Personal Investing Policy may include penalties such as restrictions on personal trading and other disciplinary action, up to and including termination.

 

Personal Investing Committee

 

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

 

 

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

 

 

 

* * * * *

 

   

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

 

 

 

 

 

[Logo – American Funds®]

 

 

The following is representative of the Code of Ethics in effect for each Fund:

 

 

CODE OF ETHICS

 

 

With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:

 

 

  · No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 

  · No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 

  · Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 

  · For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

 

* * * *

 

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics. These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.

 

 

  1. It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest. Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 

  2. Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Duties of Covered Officers include:

 

  · Acting with integrity;
  · Adhering to a high standard of business ethics; and
  · Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 

  3. Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 

  · Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
  · Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 

  4. Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee. The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund. The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate. The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 

  5. Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 

  6. Material amendments to these provisions must be ratified by a majority vote of the Board. As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.

.

 

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