485BPOS 1 end485b.htm ENDOWMENTS end485b.htm
SEC File Nos. 002-34371
811-01884


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. 64      (X)

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 43     (X)
____________

ENDOWMENTS
(Exact Name of Registrant as Specified in Charter)

One Market, Steuart Tower, Suite 1800, San Francisco, California 94105-1409
(Address of Principal Executive Offices) (ZIP Code)

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

Patrick F. Quan
Vice President and Secretary
Endowments
One Market
Steuart Tower, Suite 1800
San Francisco, California 94105-1409

(Name and Address of Agent for Service)

Copy to:

Michael Glazer
Bingham McCutchen LLP
 355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106
(Counsel for the Registrant)
____________

Approximate date of proposed public offering:

[X] It is proposed that this filing will become effective on October 1, 2010, pursuant to paragraph (b) of Rule 485.
 
 
 
.




EndowmentsSM










Growth and Income Portfolio
ENDIX
 
 
         
 
Prospectus
 
 
October 1, 2010
 
 
 
Table of contents
     
     Investment objectives 
Fees and expenses of the fund 
Principal investment strategies 
Principal risks 
Investment results 
Management 
Purchase and sale of fund shares 
Tax information 
1
1
3
3
4
5
6
6
 
     Investment objectives, strategies and risks 
Management and organization 
Shareholder information
Purchase, exchange and sale of shares 
How to sell shares 
Distributions and taxes 
Financial highlights 
7
9
12
12
17
19
20
 
 
 
 
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 primary investment objective of the fund is long-term growth of principal, with income and preservation of capital as secondary objectives.
 
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.
 
Shareholder fees
(fees paid directly from your investment)
 
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price)
none
 
Maximum deferred sales charge (load)
(as a percentage of the amount redeemed)
none
 
Maximum sales charge (load) imposed
on reinvested dividends
none
 
Redemption or exchange fees
none

Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management fees
 
0.50%
Distribution and/or service (12b-1) fees
 
none
Other expenses
 
0.29
Total annual fund operating expenses
 
0.79
Fee waiver*
 
0.04
Total annual fund operating expenses after fee waiver
 
0.75
*
The Investment Advisory and Service Agreement requires the investment adviser to reduce the fee payable to it by the amount by which the ordinary operating expenses of the fund for any fiscal year, excluding interest, taxes and extraordinary expenses, exceeds 0.75% of the average daily net assets of the fund. This provision can only be modified with the approval of the fund’s board and a vote by the fund’s shareholders.
 
 
 
 
Page 1

 
 
Example
 
The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
 
The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
 
 
1 year
 
3 years
 
5 years
 
10 years
Growth and Income Portfolio
 
$77
 
$240
 
$417
 
$930
 

 
 
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 performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.
 
 
 
Page 2

 
 
 
Principal investment strategies
 
The fund invests primarily in common stocks or securities convertible into common stocks. The fund emphasizes stocks of companies that have favorable prospects for long-term growth of capital and income through investing primarily in stocks that pay dividends.
 
As the majority of the fund’s shareholders are nonprofit institutions, the fund’s portfolio holdings will be consistent with the standards generally considered prudent by fiduciaries and trustees of such institutions.
 
The investment adviser uses a system of multiple portfolio counselors in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual counselors 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 holdings. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.
 
Principal risks
 
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.
 
Market risks — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
 
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.
 
 
 
Page 3

 
 
 
Investment results
 
The bar chart below shows how the fund’s investment results have varied from year to year, and the table on page 5 shows how the fund’s average annual total returns for various periods compare with different broad measures of market results. Lipper Growth and Income Funds Index includes mutual funds which disclose investment objectives that are reasonably comparable to those of the fund. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Updated information on the fund’s results can be obtained by visiting americanfunds.com/endowments.
 
 
Highest/Lowest quarterly results during this time period were:

 
Highest
 
 15.02%
 
 
(quarter ended June 30, 2003)
 
Lowest
 
 –18.19%
 
 
(quarter ended December 31, 2008)
 
The fund’s total return for the six months ended June 30, 2010, was –7.26%.
 
 
 
 
Page 4

 
 
Average annual total returns
For the periods ended December 31, 2009:
 
 
1 year
 
5 years
 
10 years
Growth and Income Portfolio
 
23.93%
 
1.80%
 
5.07%
S&P 500 (reflects no deductions for sales charges, account
fees, expenses or taxes)
 
26.47
 
0.42
 
–0.95
Lipper Growth and Income Funds Index
(reflects no deductions for sales charges, account fees or taxes)
 
29.10
 
0.75
 
1.20
Annualized 30-day yield at July 31, 2010: 1.94%
(For current yield information, please call American FundsLine® at 800/325-3590.)

 
Management
 
Investment adviser
 
Capital Research and Management Company
 
Portfolio counselors
 
The individuals primarily responsible for the portfolio management of the fund are:
 
Portfolio counselor/
Fund title (if applicable)
Experience
managing assets
in this fund
Primary title
with investment adviser
Robert G. O’Donnell
Vice Chairman of the Board
20 years
Senior Vice President –
Capital World Investors
Gregory D. Johnson
President
11 years
Senior Vice President –
Capital World Investors
Hilda L. Applbaum
4 years
Senior Vice President –
Capital World Investors

 
 
 
 
Page 5

 
 
Purchase and sale of fund shares
 
The minimum initial purchase is $50,000; there is no minimum on subsequent investments.
 
You may sell (redeem) shares by writing to, telephoning or faxing American Funds Service Company.
 
Shareholders of Endowments (the “Trust”) are limited to: (a) any entity exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“501(c)(3) organizations”); (b ) any trust, the present or future beneficiary of which is a 501(c)(3) organization; and (c) any other entity formed for the primary purpose of benefiting a 501(c)(3) organization. The Trust may change this policy at any time without the approval of its shareholders.
 
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 or your account is tax-exempt.
 
 
 
Page 6

 
 
Investment objectives, strategies and risks
 
The primary investment objective of the fund is long-term growth of principal, with income and preservation of capital as secondary objectives. The fund invests primarily in common stocks or securities convertible into common stocks. The fund emphasizes stocks of companies that have favorable prospects for long-term growth of capital and income through investing primarily in stocks that pay dividends.
 
The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
 
The fund may invest its assets in common stocks and other securities of issuers domiciled outside the United States. Investments in securities issued by entities based outside the United States may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks.
 
The fund may hold cash or money market instruments. The percentage of the fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, the fund may hold a significant portion of its assets in such securities. The investment adviser may determine that it is appropriate to take such action in response to certain circumstances, such as periods of market turmoil. A larger percentage of such holdings could moderate the fund’s investment results in a period of rising market prices. A larger percentage of cash or money market instruments could reduce the magnitude of the fund’s loss in a period of falling market prices and provide liquidity to make additional investments or to meet redemptions.
 
As the majority of the fund’s shareholders are nonprofit institutions, the fund’s portfolio holdings will be consistent with the standards generally considered prudent by fiduciaries and trustees of such institutions.
 
The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above.
 
In addition to the investment strategies described above, the fund has other investment practices that are described in the statement of additional information.
 
 
 
Page 7

 
Growth and Income Portfolio Indexes
 
The investment results table on page 5 shows how the fund’s annual total returns compare with various broad measures of market results.
 
Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted results of 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, expenses or taxes.
 
Lipper Growth and Income Funds Index is an equally weighted index of funds that combine 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 or taxes.
 
 
 
 
Page 8

 
 
Management and organization
 
Investment adviser
 
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio of the fund. The total management fees paid by the fund, as a percentage of average net assets, for the previous fiscal year, appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” A discussion regarding the basis for the approval of the fund’s investment advisory and service agreement by the fund’s board of trustees is contained in the fund’s annual report to shareholders for the fiscal year ended July 31, 2010.
 
Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
 
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. Approval by the fund’s shareholders would be required before any authority granted under an exemptive order could be exercised. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
 
 
 
 
Page 9

 
 
Execution of portfolio transactions
 
The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund’s portfolio transactions. The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions. A more detailed description of the investment adviser’s policies is included in the fund’s statement of additional information.
 
Portfolio holdings
 
Portfolio holdings information for the fund is available on the fund’s website at americanfunds.com/endowments. A link to the fund’s complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. This information is available on the website until new information for the next quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the U.S. Securities and Exchange Commission.
 
A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.
 
 
 
Page 10

 
 
 
Multiple portfolio counselor system
 
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. 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 counselors.
 
 
Portfolio counselor
 
Investment
experience
 
Experience
managing assets
in this fund
 
Role in
management
of the fund
 
Robert G. O’Donnell
 
Investment professional for 38 years in total;
35 years with Capital Research and Management Company or affiliate
 
20 years
(including 18 years
of experience
as an
investment analyst
for the fund)
 
Serves as an equity portfolio counselor
 
Gregory D. Johnson
 
Investment professional for 17 years, all with Capital Research and Management Company or affiliate
 
11 years
 
Serves as an equity portfolio counselor
 
Hilda L. Applbaum
 
Investment professional for 24 years in total;
16 years with Capital Research and Management Company or affiliate
 
4 years
 
Serves as an equity portfolio counselor
 
Information regarding the portfolio counselors’ compensation, other accounts they manage and their ownership of securities in the fund and other accounts they manage is in the statement of additional information.
 
 
 
Page 11

 
 
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.
 
 
An agent of American Funds Service Company who performs transfer agent services for the fund is located at 6455 Irvine Center Drive, Irvine, California 92618.
 
A more detailed description of policies and services is included in the fund’s statement of additional information.
 
Purchase, exchange and sale of shares
 
The fund’s transfer agent, on behalf of the fund, is required by law to obtain certain personal information from you or any 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 another person(s) authorized to act on your behalf, or believes it has identified potentially criminal activity, the fund reserves the right to close your account or take such other action it deems reasonable or required by law.
 
The fund offers one class of shares that may be purchased directly from the fund or through certain registered investment advisers (who may impose transaction charges in addition to those described in this prospectus) only by: (a) any entity exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“501(c)(3) organizations”); (b) any trust, the present or future beneficiary of which is a 501(c)(3) organization; and (c) any other entity formed for the primary purpose of benefiting a 501(c)(3) organization. Any shareholder that no longer fulfills the characteristics described above must transfer its shares to an eligible entity or, at the shareholder’s option, sell its shares at net asset value.
 
The minimum initial purchase is $50,000. There is no minimum on subsequent investments. The minimum initial investment may be reduced for investments that meet certain standards.
 
Various services are available as described below.
 
 
 
Page 12

 
 
 
Exchange
 
Generally, you may exchange your shares of the fund into Class A or 529-A shares of the American Funds, subject to the appropriate sales charge. Exchanges to Class 529-A shares may result in significant legal and tax consequences as described in the applicable program description. Please consult your financial adviser before making such an exchange.
 
Exchanges have the same tax consequences as ordinary sales and purchases. See "Transactions by telephone or fax" in this prospectus for information regarding electronic exchanges.
 
Frequent trading of fund shares
 
The fund reserves 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 has determined could involve actual or potential harm to the fund, may be rejected.
 
The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading 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 the fund will be precluded from investing in the 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; and systematic redemptions and purchases, where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.
 
 
 
Page 13

 
 
 
The fund reserves the right to waive the purchase blocking policy with respect to specific shareholder accounts in those instances where American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares.
 
There is no guarantee that all instances of frequent trading in fund shares will be prevented.
 
Notwithstanding the fund’s surveillance procedures and purchase blocking policy, all transactions in fund shares remain subject to the right of the fund 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 fund.
 
Valuing shares
 
The net asset value of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. The fund will not calculate net asset values on days that the New York Stock Exchange is closed for trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making “fair value” determinations if market quotations are not readily available or are not considered reliable. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value of any of the fund’s securities that principally trade in those international markets, those securities will be valued in accordance with fair value procedures. Use of these procedures is intended to result in more appropriate net asset values. In addition, such use will reduce, if not eliminate, potential arbitrage opportunities otherwise available to short-term investors.
 
Because the fund may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the fund does not price its shares, the 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, or sold at the net asset value, next determined after American Funds Service Company receives your request, provided your request contains all information and legal documentation necessary to process the transaction.
 
 
 
 
Page 14

 
 
 
Sales charge reductions
 
You may qualify for sales charge discounts on investments in American Funds if you have invested, or have agreed to invest in the future, at least $25,000 in American Funds, including the fund.
 
To receive a reduction in your Class A initial sales charge for the American Funds, you must let American Funds Service Company know at the time you purchase shares of the American Funds that you qualify for such a reduction. If you do not let American Funds Service Company know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled. In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the fund and American Funds.
 
Concurrent purchases
 
You may combine simultaneous purchases (including, upon your request, purchases for gifts) of any class of shares of two or more American Funds (excluding American Funds Money Market Fund®) to qualify for a reduced Class A sales charge.
 
Rights of accumulation
 
You may take into account the current value of your existing holdings in the fund, as well as your holdings in any class of shares of the American Funds (excluding American Funds Money Market Fund), to determine your Class A sales charge for the American Funds. Subject to your investment dealer’s capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings (as of the day prior to your additional American Funds investment) or (b) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.
 
Statement of intention
 
If you purchase shares of the fund along with shares of the American Funds, you may reduce your Class A sales charge for the American Funds by establishing a statement of intention. A statement of intention allows you to combine all purchases of shares of the fund and of the American Funds (excluding American Funds Money Market Fund) 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 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 for the
 
 
 
Page 15

 
 
American Funds that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction.
 
Fund expenses
 
In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses to become higher than the numbers shown in the annual fund operating expenses table in the prospectus.
 
The “Other expenses” items in the table on page 1 include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments and various other expenses.
 
 
 
Page 16

 
 
 How to sell shares
 
You may sell (redeem) shares in any of the following ways:
 
Through your registered investment adviser
 
 
• Shares purchased through registered investment advisers must be sold through the advisers (who may impose transaction charges not described in this prospectus).
 
Writing to American Funds Service Company
 
• Requests must be signed by the registered shareholder(s).
 
• A signature guarantee is required if the redemption is:
 
— more than $75,000;
— made payable to someone other than the registered shareholder(s); or
 
— sent to an address other than the address of record or an address of record that has been changed within the last 10 days.
 
 
• American Funds Service Company reserves the right to require signature guarantee(s) on any redemption.
 
• Additional documentation may be required.
 
Telephoning or faxing American Funds Service Company
 
• Redemptions by telephone or fax are limited to $75,000 per 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 does not have dealer agreements and does not accept redemption orders from broker-dealers.
 
If you recently purchased shares and subsequently request a redemption of those shares, you will receive proceeds from the redemption once a sufficient period of time has passed to reasonably ensure that checks or drafts (including certified or cashier’s checks) for the shares purchased have cleared (normally 10 business days).
 
If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution, subject to the applicable sales charge, in any of the American Funds within 90 days after the date of the redemption or distribution. Proceeds will be reinvested at the next calculated net asset value after your request is received and accepted by American Funds Service Company.
 
 
 
 
Page 17

 

 
Transactions by telephone or fax
 
Generally, you are automatically eligible to redeem or exchange shares by telephone or fax 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 or fax services on your account(s), you agree to hold the fund, American Funds Service Company, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges, provided American Funds Service Company employs reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine. If reasonable procedures are not employed, American Funds Service Company and/or the fund may be liable for losses due to unauthorized or fraudulent instructions.
 
 
 
Page 18

 
 
Distributions and taxes
 
Dividends and distributions
 
The fund intends to distribute dividends to you, usually in March, June, September and December.
 
Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
 
You may elect to reinvest dividends and/or capital gain distributions to purchase additional shares of the fund or of the American Funds, or you may elect to receive them in cash. Most shareholders do not elect to take capital gain distributions in cash because these distributions reduce principal value.
 
Taxes on dividends and distributions
 
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 or your account is tax-exempt.
 
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.
 
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 and the amount you receive when you sell them.
 
Please see your tax adviser for more information.
 
 
 
 
Page 19

 
 

Financial highlights
 
The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). Where indicated, figures in the table reflect the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company. For more information about these reimbursements/waivers, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table has been audited by Deloitte & Touche LLP, whose report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.
 
   
(Loss) income from investment operations1
Dividends and distributions
           
 
Net asset value, beginning of year
Net investment income
Net gains (losses) on securities (both realized and unrealized)
Total from investment operations
Dividends (from net investment income)
Distributions (from capital gains)
Total dividends and distributions
Net asset value, end of year
Total return2
Net assets, end of year (in millions)
Ratio of expenses to average net assets before waivers
Ratio of expenses to average net assets after waivers2
Ratio of net income to average net assets2
Class A:
                         
Year ended 7/31/2010
$11.78
  $.22
 $1.30
    $1.52
 $(.21)
 $  —
$ (.21)
$13.09
12.91%
$75
     .79%
.75%
1.72%
Year ended 7/31/2009
14.24
.24
(2.44)
(2.20)
(.26)
 —
(.26)
11.78
(15.29)
79
.74
.71
2.12
Year ended 7/31/2008
16.14
.26
  (1.48)
    (1.22)
(.30)
(.38)
(.68)
14.24
(7.95)
108
   .67
.62
   1.67
Year ended 7/31/2007
14.86
.29
2.03
2.32
(.27)
(.77)
(1.04)
16.14
16.02
119
.69
.64
1.81
Year ended 7/31/2006
14.95
.23
.44
 .67
(.23)
(.53)
(.76)
14.86
4.61
104
.71
.66
1.56

 
Year ended July 31
 
2010
2009
2008
2007
2006
Portfolio turnover rate
22%
39%
21%
24%
25%
 
1
Based on average shares outstanding
2
This column reflects the impact, if any, of certain waivers from Capital Research and Management Company. During the years shown, Capital Research and Management Company reduced fees for investment advisory services.

 

 
Page 20

 
 
 
Notes
 

 
 
 
Page 21

 



       
 
For shareholder services
American Funds Service Company
800/421-5473, option 3
 
 
 
Telephone calls you have with Capital Research and Management Company 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.
 
     

Annual/Semi-annual report to shareholders   The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund’s investment strategies and the independent registered public accounting firm’s report (in the annual report).
 
Statement of additional information (SAI) and codes of ethics   The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund’s financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund’s investment adviser and its affiliated companies.
 
The codes of ethics and current SAI are on file with the 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 e-mail 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/endowments.
 
E-delivery and household mailings   Each year you are automatically sent an updated prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.
 
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders, please call American Funds Service Company at 800/421-5475, option 3, or write to the secretary of the fund at P.O. Box 7650, San Francisco, California 94120-7650.
 
Securities Investor Protection Corporation (SIPC)   Shareholders may obtain information about SIPC® on its website at sipc.org or by calling 202/371-8300.
 

 
MFEDPR-980-1010P Printed in USA CGD/AFD/9001
Investment Company Act No. 811-01884
The Capital Group Companies
American Funds
Capital Research and Management
Capital International
Capital Guardian
Capital Bank and Trust
 
 

 
.
 
Endowments
 
Part B
 
Statement of Additional Information
 
October 1, 2010
 
Endowments (the “Trust”) is an open-end management investment company, commonly known as a mutual fund. The Trust offers one diversified investment portfolio, Growth and Income Portfolio (the “fund”).
 
This document is not a prospectus but should be read in conjunction with the current prospectus of Endowments dated October 1, 2010. You may obtain a prospectus from your registered investment adviser or by writing to the trust at the following address:
 
Endowments
Attention: Secretary
One Market
Steuart Tower, Suite 1800
San Francisco, California 94105
415/421-9360
Growth and Income Portfolio
ENDIX


Table of Contents
 
Item
Page no.
 
Certain investment limitations and guidelines
 
2
 
Description of certain securities and investment techniques
 
3
 
Fund policies
 
9
 
Management of the fund
 
11
 
Execution of portfolio transactions
 
25
 
Disclosure of portfolio holdings
 
28
 
Price of shares
 
30
 
Taxes and distributions
 
33
 
Purchase of shares
 
36
 
Selling shares
 
38
 
Shareholder account services and privileges
 
40
 
General information
 
42
 
Investment portfolio
 
 
Financial statements
 

 
 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.
 
Growth and Income Portfolio
 
Equity securities
 
·  
The fund will normally invest primarily in common stocks or securities convertible into common stocks.
 
Investing outside the U.S.
 
·  
The fund may invest up to 15% of its assets in common stocks and other securities of issuers domiciled outside the United States.
 
*     *     *     *     *     *
 
The fund may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions.
 
 
 
 Description of certain securities and investment techniques
 
The descriptions below are intended to supplement the material in the prospectus under “Investment 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.
 
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.
 
Real estate investment trusts — The fund may invest in securities issued by real estate investment trusts (REITs), which primarily invest in real estate or real estate-related loans. Equity REITs own real estate properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. The values of REITs may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws and regulatory requirements, such as those relating to the environment. Both types of REITs are dependent upon management skill and the cash flows generated by their holdings, the real estate market in general and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws.
 
Debt securities — Debt securities are used by issuers to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall.
 
The fund does not generally invest in debt securities rated Ba1 or below by Moody’s and/or BB+ or below by S&P. Lower rated debt securities, rated Ba1 or below by Moody's and/or BB+ or below by S&P or unrated but determined by the fund’s investment adviser to be of equivalent quality, are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities, or they may already be in default. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, and to determine the value of, lower rated debt securities. Investment grade bonds in the ratings categories A or Baa (Moody’s) and A or BBB (S&P) may be more susceptible to changes in market or economic conditions than bonds rated in the highest rating categories.
 
 
 
Certain additional risk factors relating to debt securities are discussed below:
 
Sensitivity to interest rate and economic changes — Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or substantial period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices.
 
Payment expectations — Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the fund may incur losses or expenses in seeking recovery of amounts owed to it.
 
Resale restrictions, liquidity and valuation — The fund may purchase debt securities subject to restrictions on resale. As further described in the “Restricted or illiquid securities” paragraph below, difficulty in selling such debt securities may result in losses or be costly to the fund. In addition, 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.
 
The fund has no current intention of investing in debt securities other than U.S. Treasury securities and cash equivalents (as discussed below).
 
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.
 
Bond rating agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the rating category. Investment policies that are based on ratings categories should be read to include any security within that category, without giving consideration to the modifier except where otherwise provided. See the Appendix for more information about credit ratings.

 
Securities with equity and debt characteristics — The fund may invest in securities that have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa. Some types of convertible bonds, preferred stocks or other preferred securities automatically convert into common stocks or other securities at a stated conversion ratio and some may be subject to redemption at the option of the issuer at a predetermined price.These securities, prior to conversion, may pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.
 
The prices and yields of nonconvertible preferred securities or preferred stocks generally move with changes in interest rates and the issuer’s credit quality, similar to the factors affecting debt securities. Nonconvertible preferred securities will be treated as debt for fund investment limit purposes.
 
Warrants and rights — The fund may purchase warrants, which may be issued together with bonds or preferred stocks. Warrants generally entitle the holder to buy a proportionate amount of common stock at a specified price, usually higher than the current market price. Warrants may be issued with an expiration date or in perpetuity. Rights are similar to warrants except that they normally entitle the holder to purchase common stock at a lower price than the current market price.
 
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 the highest possible credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates, but, if held to maturity, will be paid in full.
 
Federal agency securities — The securities of certain U.S. government agencies and government-sponsored entities are guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government. Such agencies and entities include The Federal Financing Bank (FFB), the Government National Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation (OPIC), the Commodity Credit Corporation (CCC) and the Small Business Administration (SBA).
 
Other federal agency obligations — Additional federal agency securities are neither direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a government charter; some are backed by specific types of collateral; some are supported by the issuer’s right to borrow from the Treasury; and others are supported only by the credit of the issuing government agency or entity. These agencies and entities include, but are not limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee Valley Authority and Federal Farm Credit Bank System.
 
On September 7, 2008, Freddie Mac and Fannie Mae were placed into conservatorship by their new regulator, the Federal Housing Finance Agency. Simultaneously, the U.S. Treasury made a commitment of indefinite duration to maintain the positive net worth of both firms.
 
Investing outside the U.S. — Investing outside the United States may involve additional risks caused by, among other things, currency controls and fluctuating currency values; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; changing local, regional and global economic, political and social conditions; expropriation; changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends.
 
The risks described above may be heightened in connection with investments in developing countries. Although there is no universally accepted definition, the investment adviser generally considers a developing country as a country that is in the earlier stages of its industrialization cycle with a low per capita gross domestic product (“GDP”) and a low market capitalization to GDP ratio relative to those in the United States and the European Union. Historically, the markets of developing countries have been more volatile than the markets of developed countries. The fund may invest in securities of issuers in developing countries only to a limited extent.
 
Additional costs could be incurred in connection with the fund’s investment activities outside the United States. Brokerage commissions may be higher outside the United States, and the fund will bear certain expenses in connection with its currency transactions. Furthermore, increased custodian costs may be associated with maintaining assets in certain jurisdictions.
 
In determining the domicile of an issuer, the fund’s investment adviser will consider the domicile determination of a leading provider of global indexes, such as Morgan Stanley Capital International, and may also take into account such factors as where the company’s securities are listed and where the company is legally organized, maintains principal corporate offices and/or conducts its principal operations.
 
Currency transactions — The fund may purchase and sell currencies to facilitate securities transactions and enter into forward currency contracts to protect against changes in currency exchange rates (although the fund has no current intention to do so). A forward currency contract is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward currency contracts entered into by the fund will involve the purchase or sale of one currency against the U.S. dollar. While entering into forward currency transactions could minimize the risk of loss due to a decline in the value of the hedged currency, it could also limit any potential gain that may result from an increase in the value of the currency. The fund will not generally attempt to protect against all potential changes in exchange rates. The fund will segregate liquid assets that will be marked to market daily to meet its forward contract commitments to the extent required by the U.S. Securities and Exchange Commission.
 
Certain provisions of the Internal Revenue Code may affect the extent to which the fund may enter into forward contracts. Such transactions also may affect the character and timing of income, gain or loss recognized by the fund for U.S. federal income tax purposes.
 
Cash and cash equivalents — The fund may hold cash or invest in cash equivalents. Cash equivalents include (a) commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)) (b) short-term bank obligations (for example, certificates of deposit, bankers’ acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes, (c) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations), (d) securities of the U.S. government, its agencies or instrumentalities that mature, or may be redeemed, in one year or less, and (e) corporate bonds and notes that mature, or that may be redeemed, in one year or less.
 
Restricted or illiquid securities — The fund may purchase securities subject to restrictions on resale. Restricted securities may only be sold pursuant to an exemption from registration under the Securities Act of 1933 (the “1933 Act”), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. Difficulty in selling such securities may result in a loss to the fund or cause it to incur additional administrative costs.
 
Securities (including restricted securities) not actively traded will be considered illiquid unless they have been specifically determined to be liquid under procedures adopted by the fund’s board of trustees, taking into account factors such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. The fund may incur certain additional costs in disposing of illiquid securities.
 
Repurchase agreements — The fund may enter into repurchase agreements (although the fund has no current intention to do so) under which the fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. Repurchase agreements permit the fund to maintain liquidity and earn income over periods of time as short as overnight. The seller must maintain with the fund’s custodian collateral equal to at least 100% of the repurchase price, including accrued interest, as monitored daily by the investment adviser. The fund will only enter into repurchase agreements involving securities in which it could otherwise invest and with selected banks and securities dealers whose financial condition is monitored by the investment adviser. If the seller under the repurchase agreement defaults, the fund may incur a loss if the value of the collateral securing the repurchase agreement has declined and may incur disposition costs in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization of the collateral by the fund may be delayed or limited.
 
*     *     *     *     *     *
 
 
 
Portfolio turnover — Portfolio changes will be made without regard to the length of time particular investments may have been held. Short-term trading profits are not the fund’s objective, and changes in its investments are generally accomplished gradually, though short-term transactions may occasionally be made. High portfolio turnover involves correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions. 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.
 
Fixed-income securities are generally traded on a net basis and usually neither brokerage commissions nor transfer taxes are involved. Transaction costs are usually reflected in the spread between the bid and asked price.
 
The fund’s portfolio turnover rates for the fiscal years ended July 31, 2010 and 2009 were 22% and 39%, respectively. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio were replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover rate for each of the last five fiscal years.
 
 
 
 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.
 
Fundamental policies — The fund has adopted the following fundamental policies, which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), as the vote of the lesser of (a) 67% or more of the 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.The fund may not invest in a security if, as a result of such investment, more than 25% of its total assets would be invested in the securities of issuers in any particular industry, except that the restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto).
 
2.The fund may not make loans, but this limitation does not apply (i) to purchases of debt securities, loan participations, or the entry into of repurchase agreements, or (ii) to loans of portfolio securities if, as a result, no more than 33 1/3% of the fund’s total assets would be on loan to third parties.
 
3.The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (this shall not prevent the fund from investing in securities or other instruments backed by real estate, or the securities of companies engaged in the real estate business).
 
4.The fund may not purchase or sell commodities or commodities contracts. This restriction shall not prohibit the fund, subject to restrictions described in the fund’s prospectus and statement of additional information, from purchasing, selling or entering into futures contracts options on futures contracts, foreign currency forward contracts, foreign currency options, or any interest rate, securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with applicable provisions of the federal securities and commodities laws.
 
5.The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940, as amended.
 
6.The fund may not borrow money, except temporarily for extraordinary or emergency purposes, in an amount not exceeding 5% of its total assets at the time of such borrowing.
 
7.The fund may not, with respect to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any one issuer, or acquire more than 10% of the voting secu­rities of any one issuer. These limitations do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.
 
8.The fund may not engage in the business of underwriting securities of other issuers, except to the extent that the fund may be deemed an underwriter under the Securities Act of 1933, as amended, in disposing of portfolio securities.
 
Nonfundamental policies — The following policies may be changed without shareholder approval:
 
1.The fund may not invest in other companies for the purpose of exercising control or management.
 
2.The fund may not purchase puts or calls.
 
3.The fund may not invest in securities of other investment companies, except as per­mitted by the Investment Company Act of 1940, as amended.
 
4.The fund may not invest more than 10% of its total assets in securities that are not readily marketable.
 
Restricted securities are treated as not readily marketable by the fund, with the exception of those securities that have been determined to be liquid pursuant to procedures adopted by the fund’s board of trustees.
 
 
 
 Management of the fund
 
Board of trustees and officers
 
“Independent” trustees1
 
The fund’s committee on governance 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, the fund considers 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 U.S. Securities and Exchange Commission, 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.
 
 
 
 
Name, age and
position with fund
(year first elected
as a trustee2)
 
Principal occupation(s)
during the past
five years
 
Number of
portfolios3
overseen
by
trustee
 
Other directorships4 held
by trustee during the past five years
 
Other relevant experience
 
Ronald P. Badie, 67
Trustee (2006)
 
Retired
 
4
 
Amphenol Corporation;
Merisel, Inc.;
Nautilus, Inc.;
Obagi Medical Products, Inc.
Former director of Integrated
Electrical Services (until 2006)
 
 
· Service as vice chairman, international and domestic commercial and investment banking firm
 
· Corporate board experience
 
· M.B.A.
 
Robert J. Denison, 69
Chairman of the Board (Independent and Non-Executive) (2003)
 
Chair, First Security Management (private investment)
 
7
 
None
 
 
· Service as chief executive officer of international investment management firm
 
· Corporate board experience
 
· Service on advisory and trustee boards for charitable, educational and nonprofit organizations
 
· Adjunct professor, finance and accounting
 
· M.B.A.
 
Robert C. Hansen, 62
Trustee (2009)
 
Parks Excellence Project Manager, Save the Redwoods League; former President, The Yosemite Fund
 
1
 
None
 
 
· Senior management experience, nonprofit organizations
 
· Service on advisory and trustee boards for charitable, municipal and nonprofit organizations
 
John E. Kobara, 55
Trustee (2006)
 
Executive Vice President and Chief Operating Officer, California Community Foundation; former CEO, CK12 Foundation; former President and CEO, Big Brothers Big Sisters of Greater Los Angeles and the Inland Empire
 
1
 
None
 
 
· Senior management experience, nonprofit organizations
 
· Service on advisory and trustee boards for charitable, educational and nonprofit organizations
 
· M.B.A.
 
Steven D. Lavine, Ph.D., 63
Trustee (1994)
 
President, California Institute of the Arts
 
1
 
None
 
 
· Service on advisory and trustee boards for charitable, educational, international relations and nonprofit organizations
 
· Assistant professor, English literature
 
· Ph.D., English literature
 
Patricia A. McBride, 67
Trustee (1988)
 
Chief Financial Officer, Cosmetic and Maxillofacial Surgery Center, Medical City Dallas Hospital
 
1
 
None
 
 
· Business consulting experience
 
· Service on advisory and trustee boards for charitable, educational and nonprofit organizations
 
· M.L.S.
 
Robert C. Ziebarth, 74
Trustee (1993)
 
Management Consultant, Ziebarth Company (management and financial consulting)
 
1
 
None
 
 
· Service as chief financial officer
 
· Service on trustee boards for educational, healthcare and civic organizations
 
· M.B.A.

 
“Interested” trustees5,6
 
Interested trustees have similar qualifications, skills and attributes as the independent trustees. Interested trustees are, or have been, senior executive officers or employees of Capital Research and Management Company or its affiliates. This management role with the fund’s service providers also permits them to make a significant contribution to the fund’s board.
 
 
Name, age 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
portfolios3
overseen
by
trustee
 
Other directorships4
held by
trustee during
the past five years
 
Robert G. O’Donnell, 66
Vice Chairman of the Board (1995)
 
Senior Vice President - Capital World Investors, Capital Research and Management Company; Director, Capital Research and Management Company
 
2
 
None
 
Thomas E. Terry, 72
Trustee (1969)
 
Private investor; Consultant; former Vice President and Secretary, Capital Research and Management Company (retired 1994)
 
1
 
None

Other officers6
 
 
Name, age 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
 
Gregory D. Johnson, 47
President (2000)
 
Senior Vice President - Capital World Investors, Capital Research and Management Company
 
Denise M. Cassin, 55
Senior Vice President (2009)
 
Senior Vice President - Client Services Group, Capital Research and Management Company; Senior Vice President and Director, American Funds Distributors, Inc.*; Senior Vice President, The Capital Group Companies, Inc.*
 
Patrick F. Quan, 52
Vice President and Secretary (1986)
 
Vice President – Fund Business Management Group, Capital Research and Management Company
 
Dori Laskin, 59
Treasurer (2007)
 
Vice President - Fund Business Management Group, Capital Research and Management Company
 
Julie E. Lawton, 37
Assistant Secretary (2008)
 
Associate - Capital Research and Management Company
 
Ari M. Vinocor, 35
Assistant Treasurer (2005)
 
Vice President - Fund Business Management Group, Capital Research and Management Company

Company affiliated with Capital Research and Management Company.
 
1
The term “independent” trustee refers to a trustee who is not an “interested person” of the fund within the meaning of the 1940 Act.
 
2
Trustees and officers of the trust serve until their resignation, removal or retirement.
 
3
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,® which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,® Inc., which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is available to certain nonprofit organizations.
 
4
This includes all directorships (other than those in the American Funds or other funds managed by Capital Research and Management Company) that are held by each trustee as a director of a public company or a registered investment company. Unless otherwise noted, all directorships are current.
 
5
“Interested persons” of the fund within the meaning of the 1940 Act, on the basis of their affiliation with the fund’s investment adviser, Capital Research and Management Company, or affiliated entities (including the fund’s principal underwriter).
 
6
All of the officers listed, except Denise M. Cassin and Dori Laskin, 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.
 
 
 
Fund shares owned by trustees as of December 31, 2009:
 
Name
Dollar range1 of fund
shares owned2
Aggregate dollar range1
of shares
owned in all funds
in the American Funds
family overseen
by trustee3
“Independent” trustees
Ronald P. Badie
None
Over $100,000
Robert J. Denison
None
$50,001 – $100,000
Robert C. Hansen
None
None
John E. Kobara
None
None
Steven D. Lavine
None
None
Patricia A. McBride
None
None
Robert C. Ziebarth
None
None
“Interested” trustees
Robert G. O’Donnell
Over $100,0004
Over $100,000
Thomas E. Terry
Over $100,0005
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.
 
2
Shareholders of the Trust are limited to: (a) any entity exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("501(c)(3) organizations"); (b) any trust, the present or future beneficiary of which is a 501(c)(3) organization; and (c) any other entity formed for the primary purpose of benefiting a 501(c)(3) organization. The Trust may change this policy at any time without the approval of its shareholders.
 
3
The amounts listed for "interested" trustees include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
 
4
Represents assets in a charitable remainder unitrust for which Mr. O’Donnell serves as trustee and is the income beneficiary and a private foundation for which Mr. O’Donnell serves as a director.
 
5
Represents assets in a family trust for which Mr. Terry serves as President and a trustee.
 
 
Trustee compensation — No compensation is paid by the Trust to any officer or trustee who is a director, officer or employee of the investment adviser or its affiliates. The Trust pays to independent trustees an inclusive annual fee of $12,000. No pension or retirement benefits are accrued as part of fund expenses. The Trust also reimburses certain expenses of independent trustees. An independent trustee who is chairman of the board also receives an additional annual fee of $17,000.
 
The committee on governance of the board of trustees, a committee comprised exclusively of independent trustees, reviews trustee compensation periodically, and recommends adjustments periodically. In making its recommendations, the committee on governance considers a number of factors, including operational, regulatory and other developments affecting the complexity of the board’s oversight obligations, as well as comparative industry data.
 
 
 
Trustee compensation earned during the fiscal year ended July 31, 2010:
 
Name
Aggregate compensation
from the Trust
Total compensation (including
voluntarily deferred
compensation1)
from all funds managed by
Capital Research and
Management
Company or its affiliates2
Ronald P. Badie
   
$13,000
     
$135,250
   
Robert J. Denison
   
30,000
     
258,048
   
Robert C. Hansen
   
13,000
     
13,000
   
John E. Kobara
   
13,000
     
13,000
   
Steven D. Lavine
   
13,000
     
13,000
   
Patricia A. McBride
   
13,000
     
13,000
   
Robert C. Ziebarth
   
13,000
     
13,000
   
 
1
Amounts may be deferred by eligible directors/trustees under a non-qualified deferred compensation plan. Deferred amounts accumulate at an earnings rate determined by the total return of one or more of the American Funds as designated by the director/trustee.
 
2
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,® which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,® Inc., which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is available to certain nonprofit organizations.
 
 
As of September 1, 2010, the officers and trustees of the fund and their families, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.
 
 
Many of the trustees serve or have served on boards of tax-exempt 501(c)(3) organizations as indicated in the table below, and have had experience in dealing with the administrative and financial needs of these institutions:
 
Name
Tax-exempt boards on which trustee serves or has served
Ronald P. Badie
Price Center for Entrepreneurial Studies at UCLA’s Anderson School of Management
Robert J. Denison
California Institute of the Arts; The Institute for Contemporary Arts/P.S. 1 Museum, New York; The JL Foundation; The Museum of Modern Art, New York; New Mexico Academy of Science and Mathematics; Santa Fe Institute; Science Advisory Board Mind Research Network
Robert C. Hansen
National Park Friends Alliance; Galen and Barbara Rowell Memorial Committee; Santa Barbara County Land Trust Board of Trustees; California Greenways Committee; Santa Barbara Museum of Natural History Advisory Board; Santa Barbara Chamber Orchestra Board of Trustees
John E. Kobara
California Community Foundation, Japanese American National Museum; Walden University
Steven D. Lavine
American Council on Education; American Council on the Arts; Arts International; Asia Society California Center; Cotsen Family Foundation; Cultural Policy Network Project of the Center for Arts and Culture; Idyllwild Arts Foundation; KCET Public Broadcasting; KCRW-FM National Public Radio; Los Angeles Philharmonic Association; The Music Center Operating Company, The Music Center of Los Angeles County; Villa Aurora
Patricia A. McBride
Arts Magnet High School Advisory Board; Connemara Conservancy Foundation Advisory Board; Dallas Public Library; Dallas Symphony Orchestra Association; Dallas Women’s Council; Dallas Women’s Foundation; Girl Scout Council, Inc.; Eugene and Margaret McDermott Art Fund; St. Mark’s School of Texas; Southwest Museum of Science and Technology
Robert G. O’Donnell
Civil War Preservation Trust; Library Advisory Board, University of California, Berkeley; The O’Donnell Foundation; Phi Beta Kappa Association of Northern California; Sequoia Hospital Foundation; Summit Public Schools (a charter management organization); University of California, Berkeley Foundation
Thomas E. Terry
Academy of Arts and Sciences; Chazen Museum of Art; Edgewood High School; Ketchum YMCA; Madison Community Foundation; Madison Opera, Inc.; National Football Scholarship Foundation; Scholarship America; Ten Chimneys Foundation; Waisman Center – University of Wisconsin
Robert C. Ziebarth
Chicago Maternity Center; Choate School; Foundation for Reproductive Research & Education; Latin School of Chicago; National Association of Independent Schools; Naval Historical Foundation; Northwestern Memorial Hospital

Trust organization and the board of trustees — Endowments, Inc., the predecessor to Growth and Income Portfolio, was organized as a Delaware corporation in 1969. Endowments, Inc. was reorganized as a separate series of Endowments, a Delaware business trust which is a registered, open-end, diversified management investment company organized on May 14, 1998. On July 31, 1998, all assets of Endowments, Inc. were transferred to Growth and Income Portfolio. As a result, certain financial and other information appearing in the prospectus and statement of additional information reflect the operations of these predecessor entities through the date of the reorganization.
 
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 should act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use to attain the purposes of the Trust. In addition, the trustees have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.
 
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. The fund does not hold annual meetings of shareholders. However, significant matters which 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 Trust’s declaration of trust, by-laws and separate indemnification agreements that the Trust has entered into with independent trustees provide in effect that, subject to certain conditions, the Trust will indemnify its officers and trustees against liabilities or expenses actually and reasonably incurred by them relating to their service to the Trust. 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.
 
Committees of the board of trustees — The fund has an audit committee comprised of Ronald P. Badie, Robert J. Denison, Robert C. Hansen, John E. Kobara, Steven D. Lavine, Patricia A. McBride and Robert C. Ziebarth, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee provides oversight regarding the fund’s accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund’s principal service providers. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees. Four audit committee meetings were held during the 2010 fiscal year.
 
The fund has a contracts committee comprised of Ronald P. Badie, Robert J. Denison, Robert C. Hansen, John E. Kobara, Steven D. Lavine, Patricia A. McBride and Robert C. Ziebarth, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its investment adviser or the investment adviser’s affiliates, such as the Investment Advisory and Service Agreement that the fund may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters. One contracts committee meeting was held during the 2010 fiscal year.
 
The fund has a committee on governance comprised of Ronald P. Badie, Robert J. Denison, Robert C. Hansen, John E. Kobara, Steven D. Lavine, Patricia A. McBride and Robert C. Ziebarth, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the committee on governance 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. One meeting of the committee on governance was held during the 2010 fiscal year.
 
Proxy voting procedures and principles — The fund’s investment adviser, in consultation with the fund’s board, has adopted Proxy Voting Procedures and Principles (the “Principles”) with respect to voting proxies of securities held by the fund, other American Funds and American Funds Insurance Series. The complete text of these principles is available on the American Funds website at americanfunds.com. Proxies are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by the funds’ boards. Therefore, if more than one fund invests in the same company, they may vote differently on the same proposal. In addition, the funds’ boards monitor the proxy voting process and provide guidance with respect to the Principles.
 
All U.S. proxies are voted. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. After a proxy statement is received, the investment adviser prepares a summary of the proposals contained in the proxy statement. A discussion of any potential conflicts of interest also is included in the summary. For proxies of securities managed by a particular investment division of the investment adviser, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst with experience in corporate governance and proxy voting matters) within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy-related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision.
 
The analyst and proxy coordinator making voting recommendations are responsible for noting any potential material conflicts of interest. One example might be where a director of one or more American Funds is also a director of a company whose proxy is being voted. In such instances, proxy voting committee members are alerted to the potential conflict. The proxy voting committee may then elect to vote the proxy or seek a third-party recommendation or vote of an ad hoc group of committee members.
 
The Principles, which have been in effect in substantially their current form for many years, provide an important framework for analysis and decision-making by all funds. However, they are not exhaustive and do not address all potential issues. The Principles provide a certain amount of flexibility so that all relevant facts and circumstances can be considered in connection with every vote. As a result, each proxy received is voted on a case-by-case basis considering the specific circumstances of each proposal. The voting process reflects the funds’ understanding of the company’s business, its management and its relationship with shareholders over time.
 
Information regarding how the fund voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of each year (a) without charge, upon request by calling American Funds Service Company at 800/421-0180, (b) on the fund’s website at americanfunds.com/endowments and (c) on the SEC’s website at sec.gov.
 
The following summary sets forth the general positions of the American Funds, Endowments, American Funds Insurance Series and the investment adviser on various proposals. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the American Funds website.
 
Director matters — The election of a company’s slate of nominees for director generally is supported. Votes may be withheld for some or all of the nominees if this is determined to be in the best interest of shareholders. Separation of the chairman and CEO positions also may be supported.
 
Governance provisions — Typically, proposals to declassify a board (elect all directors annually) are supported based on the belief that this increases the directors’ sense of accountability to shareholders. Proposals for cumulative voting generally are supported in order to promote management and board accountability and an opportunity for leadership change. Proposals designed to make director elections more meaningful, either by requiring a majority vote or by requiring any director receiving more withhold votes 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.
 
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 September 1, 2010. Unless otherwise indicated, the ownership percentages below represent ownership of record rather than beneficial ownership.
 
 
Growth and Income Portfolio
 
Name and address
Ownership
Ownership percentage
Scholarship America
Saint Peter, MN
Record
8.12%
Loyola Marymount University
Los Angeles, CA
Record
6.31
 
Shareholder inquiries may be made in writing to Endowments, c/o American Funds Service Company, Attention: HOST/IIS–IRV S–1, 6455 Irvine Center Drive, Irvine, CA 92618 or by calling 800/421-5475, option 3.
 
Investment adviser — Capital Research and Management Company, the fund’s investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Los Angeles, San Francisco, New York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine, CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
 
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. Approval of the fund’s shareholders would be required before any authority granted under an exemptive order could be exercised. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
 
The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues.
 
Compensation of investment professionals — As described in the prospectus, the investment adviser uses a system of multiple portfolio counselors in managing fund assets. Currently, the investment adviser’s investment analysts do not directly make investment decisions for the fund.
 
Portfolio counselors and investment analysts are paid competitive salaries by Capital Research and Management Company. In addition, they may receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing plans will vary depending on the individual’s portfolio results, contributions to the organization and other factors.
 
To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with greater weight placed on the four-year and eight-year rolling averages. For portfolio counselors, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. The investment results of each of the fund’s portfolio counselors may also be measured against one or more of the following benchmarks: S&P 500 and Lipper Growth and Income Funds Index.
 
Portfolio counselor fund holdings and other managed accounts — As described below, portfolio counselors may be affiliated with charitable trusts or family foundations that hold shares of the fund. In addition, portfolio counselors may manage portions of other mutual funds or accounts advised by Capital Research and Management Company or its affiliates.
 
The following table reflects information as of July 31, 2010:
 
Portfolio
counselor
Dollar range
of fund
shares
owned1
Number
of other
registered
investment
companies (RICs)
for which
portfolio
counselor
is a manager
(assets of RICs
in billions)2
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
counselor
is a manager
(assets of PIVs
in billions)3
Number
of other
accounts
for which
portfolio
counselor
is a manager
(assets of
other accounts
in billions)4
Robert G. O’Donnell
Over $1,000,000*
2
$94.1
None
None
Gregory D. Johnson
None**
3
$194.0
None
None
Hilda L. Applbaum
None**
2
$110.7
None
None
 
1
Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; $100,001 – $500,000; $500,001 – $1,000,000; and Over $1,000,000.
 
2
Indicates fund(s) where the portfolio counselor also has significant responsibilities for the day to day management of the fund(s). Assets noted are the total net assets of the registered investment companies and are not the total assets managed by the individual, which is a substantially lower amount. No fund has an advisory fee that is based on the performance of the fund.
 
3
Represents funds advised or sub-advised by Capital Research and Management Company or its affiliates and sold outside the United States and/or fixed-income assets in institutional accounts managed by investment adviser subsidiaries of Capital Group International, Inc., an affiliate of Capital Research and Management Company. Assets noted are the total net assets of the funds or accounts and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.
 
4
Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of portfolio counselors and their families are not reflected.
 
*
Represents assets in a charitable remainder unitrust for which Mr. O’Donnell serves as Trustee and is the income beneficiary and a private foundation for which Mr. O’Donnell serves as a director.
 
**
Ownership of fund shares is limited to nonprofit organizations, as such, individuals do not have the ability to own fund shares.
 
 
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 July 27, 2011, 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 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; 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); legal and auditing expenses; compensation, fees and expenses paid to independent trustees; association dues; and costs of stationery and forms prepared exclusively for the fund.
 
The investment adviser receives a management fee at the annual rates of 1/2 of 1% of the fund’s average daily net assets up to $150,000,000 and 4/10 of 1% of the portion of such average daily net assets over $150,000,000.
 
The Agreement provides for a management fee reduction to the extent that the fund’s annual ordinary operating expenses exceed 0.75% of the average daily net assets of the fund. Expenses which are not subject to this limitation are interest, taxes and extraordinary expenses. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and not as expenses.
 
In addition, for the period from September 1, 2004 through March 31, 2005, the investment adviser agreed to waive 5% of the management fees that it was otherwise entitled to receive under the Agreement. From April 1, 2005 through February 28, 2009, this waiver increased to 10% of the management fees that the investment adviser was otherwise entitled to receive. The waiver was discontinued effective March 1, 2009.
 
For the fiscal years ended July 31, 2010, 2009 and 2008, the investment adviser was entitled to receive management fees of $411,497, $407,191 and $583,880 from the fund. After giving effect to the management fee waiver and reduction described above, the fund paid the investment adviser management fees of $380,410 (a reduction of $31,087), $381,756 (a reduction of $25,435) and $525,492 (a reduction of $58,388) for the fiscal years ended July 31, 2010, 2009 and 2008, respectively.
 
Principal Underwriter — American Funds Distributors,® Inc. (the “Principal Underwriter”) is the principal underwriter of the fund’s shares. However, it does not receive any revenue from any sales 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; 12811 North Meridian Street, Carmel, IN 46032; and 5300 Robin Hood Road, Norfolk, VA 23513.
 
 
 
 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 and reliability of the executions and the broker-dealer’s ability to offer liquidity and anonymity. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms rather than on a trade-by-trade basis. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations.
 
The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it, but only when in the investment adviser’s judgment the broker-dealer is capable of providing best execution for that transaction. The receipt of these services permits the investment adviser to supplement its own research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Such views and information may be provided in the form of written reports, telephone contacts and meetings with securities analysts. These services may include, among other things, reports and other communications with respect to individual companies, industries, countries and regions, economic, political and legal developments, as well as scheduling meetings with corporate executives and seminars and conferences related to relevant subject matters. The investment adviser considers these services to be supplemental to its own internal research efforts and therefore the receipt of investment research from broker-dealers does not tend to reduce the expenses involved in the investment adviser’s research efforts. If broker-dealers were to discontinue providing such services it is unlikely the investment adviser would attempt to replicate them on its own, in part because they would then no longer provide an independent, supplemental viewpoint. Nonetheless, if it were to attempt to do so, the investment adviser would incur substantial additional costs. Research services that the investment adviser receives from broker-dealers may be used by the investment adviser in servicing the fund and other funds and accounts that it advises; however, not all such services will necessarily benefit the fund.
 
The investment adviser may pay commissions in excess of what other broker-dealers might have charged - including on an execution-only basis - for certain portfolio transactions in recognition of brokerage and/or investment research services provided by a broker-dealer. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides certain brokerage and/or investment research services to the investment adviser, if the investment adviser makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser in terms of that particular transaction or the investment adviser’s overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser assesses the reasonableness of commissions in light of the total brokerage and investment research services provided by each particular broker-dealer.
 
In accordance with its internal brokerage allocation procedure, each equity investment division of the investment adviser periodically assesses the brokerage and investment research services provided by each broker-dealer from which it receives such services. Using its judgment, each equity investment division of the investment adviser then creates lists with suggested levels of commissions for particular broker-dealers and provides those lists to its trading desks. Neither the investment adviser nor the fund incurs any obligation to any broker-dealer to pay for research by generating trading commissions. The actual level of business received by any broker-dealer may be less than the suggested level of commissions and can, and often does, exceed the suggested level in the normal course of business. As part of its ongoing relationships with broker-dealers, the investment adviser routinely meets with firms, typically at the firm’s request, to discuss the level and quality of the brokerage and research services provided, as well as the perceived value and cost of such services. In valuing the brokerage and investment research services the investment adviser receives from broker-dealers in connection with its good faith determination of reasonableness, the investment adviser does not attribute a dollar value to such services, but rather takes various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser.
 
The investment adviser seeks, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace. The investment adviser takes various considerations into account when evaluating such reasonableness, including, (a) rates quoted by broker-dealers, (b) the size of a particular transaction in terms of the number of shares and dollar amount, (c) the complexity of a particular transaction, (d) the nature and character of the markets on which a particular trade takes place, (e) the ability of a broker-dealer to provide anonymity while executing trades, (f) the ability of a broker-dealer to execute large trades while minimizing market impact, (g) the extent to which a broker-dealer has put its own capital at risk, (h) the level and type of business done with a particular broker-dealer over a period of time, (i) historical commission rates, and (j) commission rates that other institutional investors are paying.
 
When executing portfolio transactions in the same equity security for the funds and accounts, or portions of funds and accounts, over which the investment adviser, through its equity investment divisions, has investment discretion, each of the investment divisions will normally aggregate its respective purchases or sales and execute them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed-income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser will normally aggregate such purchases or sales and execute them as part of the same transaction or series of transactions. The objective of aggregating purchases and sales of a security is to allocate executions in an equitable manner among the funds and other accounts that have concurrently authorized a transaction in such security.
 
The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares 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.
 
Brokerage commissions paid on portfolio transactions for the 2010, 2009 and 2008 fiscal years for Growth and Income Portfolio amounted to $19,822, $47,693 and $22,742, respectively.
 
The fund is required to disclose information regarding investments in the securities of its “regular” broker-dealers (or parent companies of its regular broker-dealers) that derive more than 15% of their revenue from broker-dealer, underwriter or investment adviser activities. A regular broker-dealer is (a) one of the 10 broker-dealers that received from the fund the largest amount of brokerage commissions by participating, directly or indirectly, in the fund’s portfolio transactions during the fund’s most recent fiscal year; (b) one of the 10 broker-dealers that engaged as principal in the largest dollar amount of portfolio transactions of the fund during the fund’s most recent fiscal year; or (c) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund’s most recent fiscal year.
 
At the end of the fund’s most recent fiscal year, the fund’s regular broker-dealers included Citigroup Global Markets Inc. and Goldman Sachs & Co. As of the fund’s fiscal year-end, the fund held equity securities of Citigroup Inc. in the amount of $369,000, and Goldman Sachs & Co. in the amount of $1,131,150.
 
 
 
 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 fund’s website no earlier than the tenth day after such calendar quarter. In practice, the public portfolio typically is posted on the website approximately 45 days after the end of the calendar quarter. In addition, the fund’s list of top 10 equity portfolio holdings measured by percentage of net assets invested, dated as of the end of each calendar month, is permitted to be posted on the fund’s website no earlier than the tenth day after such month. Such portfolio holdings information may then be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the fund’s website. The fund’s custodian, outside counsel and auditor, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier.
 
Affiliated persons of the fund, 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 preclear securities trades and report securities transactions activity, as applicable. For more information on these restrictions and limitations, please see the “Code of Ethics” section in this statement of additional information and the Code of Ethics. Third party service providers of the fund, as described in this statement of additional information, receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the fund’s website to persons not affiliated with the fund (which, as described above, would typically occur no earlier than one day after the day on which the information is posted on the fund’s website), such persons will be bound by agreements (including confidentiality agreements) or fiduciary obligations that restrict and limit their use of the information to legitimate business uses only. Neither the fund nor its investment adviser or any affiliate thereof receives compensation or other consideration in connection with the disclosure of information about portfolio securities.

 
Subject to board policies, the authority to disclose a fund’s portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the fund’s investment adviser. In exercising their authority, the committees determine whether disclosure of information about the fund’s portfolio securities is appropriate and in the best interest of fund shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of fund holdings. For example, the investment adviser’s code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the fund’s website (other than to certain fund service providers for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates.
 
 
 
 Price of shares
 
Shares are purchased 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 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 registered investment advisers or their authorized designees, accepted by the Transfer Agent, the registered investment adviser or any of their designees. The registered investment adviser is responsible for promptly transmitting purchase and sell orders to the Transfer Agent. Orders received by the registered investment adviser 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 registered investment advisers 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 registered investment adviser, contact your registered investment adviser directly.
 
The price you pay for shares is based on the net asset value per share which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open for trading. If, for example, the Exchange closes at 1 p.m., the fund’s share price would still be determined as of 4 p.m. New York time. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. The fund will not calculate net asset values on days the New York Stock Exchange is closed for trading.
 
All portfolio securities of funds managed by Capital Research and Management Company (other than American Funds Money Market Fund®) are valued, and the net asset value per share is determined, as indicated below. The fund follows standard industry practice by typically reflecting changes in their 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 in which the security trades.
 
Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained as of approximately 3 p.m. New York time from one or more independent pricing vendors. The pricing vendors base bond prices on, among other things, benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, underlying equity of the issuer, interest rate volatilities, spreads and other relationships observed in the markets among comparable securities and proprietary pricing models such as yield measures calculated using factors such as cash flows, prepayment information, default rates, delinquency and loss assumptions, financial or collateral characteristics or performance, credit enhancements, liquidation value calculations, specific deal information and other reference data. The fund’s investment adviser performs certain checks on these prices prior to calculation of the fund’s net asset value. Where the investment adviser deems it appropriate to do so, such securities will be valued in good faith at the mean quoted bid and asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type.
 
Securities with both fixed-income and equity characteristics (e.g., convertible bonds, preferred stocks, units comprised of more than one type of security, etc.), or equity securities traded principally among fixed-income dealers, are generally valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser.
 
Securities with original maturities of one year or less having 60 days or less to maturity are amortized to maturity based on their cost if acquired within 60 days of maturity, or if already held on the 60th day, based on the value determined on the 61st day. Forward currency contracts are valued at the mean of representative quoted bid and asked prices.
 
Assets or liabilities initially expressed in terms of currencies other than U.S. dollars are translated prior to the next determination of the net asset value of the fund’s shares into U.S. dollars at the prevailing market rates.
 
Securities and 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 policies approved by the fund’s board. Subject to its oversight, the fund’s board has delegated the obligation to make fair valuation determinations to a valuation committee established by the fund’s investment adviser. The board receives regular reports describing fair-valued securities and the valuation methods used.
 
The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to consider certain relevant principles and factors when making all fair value determinations. As a general principle, securities lacking readily available market quotations, or that have quotations that are considered unreliable by the investment adviser, are valued in good faith by the valuation committee based upon what the fund might reasonably expect to receive upon their current sale. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred. The valuation committee considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security such as the type and cost of the security, contractual or legal restrictions on resale of the security, relevant financial or business developments of the issuer, actively traded similar or related securities, conversion or exchange rights on the security, related corporate actions, significant events occurring after the close of trading in the security and changes in overall market conditions. The valuation committee employs additional fair value procedures to address issues related to investing substantial portions of applicable fund portfolios outside the United States. Securities owned by these funds trade in markets that open and close at different times, reflecting time zone differences. If significant events occur after the close of a market (and before the fund’s net asset values are next determined) which affect the value of portfolio securities, appropriate adjustments from closing market prices may be made to reflect these events. Events of this type could include, for example, earthquakes and other natural disasters or significant price changes in other markets (e.g., U.S. stock markets). Liabilities, including accruals of taxes and other expense items, are deducted from total assets.
 
Net assets so obtained are divided by the total number of shares outstanding, and the result, rounded to the nearer cent, is the net asset value per share.
 
 
 
 Taxes and distributions
 
Fund taxation — The fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code”). A regulated investment company qualifying under Subchapter M of the Code is required to distribute to its shareholders at least 90% of its investment company taxable income (including the excess of net short-term capital gain over net long-term capital losses) and generally is not subject to federal income tax to the extent that it distributes annually 100% of its investment company taxable income and net realized capital gains in the manner required under the Code. The fund intends to distribute annually all of its investment company taxable income and net realized capital gains and therefore does not expect to pay federal income tax, although in certain circumstances the fund may determine that it is in the interest of shareholders to distribute less than that amount.
 
To be treated as a regulated investment company under Subchapter M of the Code, the fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the fund’s assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the fund’s assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies), two or more issuers which the fund controls and which are determined to be engaged in the same or similar trades or businesses or the securities of certain publicly traded partnerships.
 
Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a regulated investment company’s “required distribution” for the calendar year ending within the regulated investment company’s taxable year over the “distributed amount” for such calendar year. The term “required distribution” generally means the sum of (a) 98% of ordinary income (generally net investment income) for the calendar year, (b) 98% of capital gain (both long-term and short-term) for the one-year period ending on October 31 (as though the one-year period ending on October 31 were the regulated investment company’s taxable year) and (c) the sum of any untaxed, undistributed net investment income and net capital gains of the regulated investment company for prior periods. The term “distributed amount” generally means the sum of (a) amounts actually distributed by the fund from its current year’s ordinary income and capital gain net income and (b) any amount on which the fund pays income tax during the periods described above. Although the fund intends to distribute its net investment income and net capital gains so as to avoid excise tax liability, the fund may determine that it is in the interest of shareholders to distribute a lesser amount.
 
Dividends and capital gain distributions — Dividends and capital gain distributions on fund shares will be reinvested in shares of the fund, unless shareholders indicate in writing that they wish to receive them in cash or in shares of the American Funds, as provided in the prospectus and statement of additional information.
 
 
 
Dividends — The fund intends to follow the practice of distributing substantially all of its investment company taxable income. Investment company taxable income generally includes dividends, interest, net short-term capital gains in excess of net long-term capital losses, and certain foreign currency gains, if any, less expenses and certain foreign currency losses.
 
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the fund accrues receivables or liabilities denominated in a foreign currency and the time the fund actually collects such receivables, or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of the fund’s investment company taxable income to be distributed to its shareholders as ordinary income.
 
If the fund invests in stock of certain passive foreign investment companies, the fund may be subject to U.S. federal income taxation on a portion of any “excess distribution” with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the fund’s holding period for the stock. The distribution or gain so allocated to any taxable year of the fund, other than the taxable year of the excess distribution or disposition, would be taxed to the fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the fund’s investment company taxable income and, accordingly, would not be taxable to the fund to the extent distributed by the fund as a dividend to its shareholders.
 
To avoid such tax and interest, the fund intends to elect to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time. Under this election, deductions for losses are allowable only to the extent of any prior recognized gains, and both gains and losses will be treated as ordinary income or loss. The fund will be required to distribute any resulting income, even though it has not sold the security and received cash to pay such distributions. Upon disposition of these securities, any gain recognized is treated as ordinary income and loss is treated as ordinary loss to the extent of any prior recognized gain.
 
A portion of the difference between the issue price of zero coupon securities and their face value (original issue discount) is considered to be income to the fund each year, even though the fund will not receive cash interest payments from these securities. This original issue discount (imputed income) will comprise a part of the investment company taxable income of the fund that must be distributed to shareholders in order to maintain the qualification of the fund as a regulated investment company and to avoid federal income taxation at the level of the fund.
 
The price of a bond purchased after its original issuance may reflect market discount which, depending on the particular circumstances, may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply.
 
Dividend and interest income received by the fund from sources outside the United States may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the United States, however, may reduce or eliminate these foreign taxes. Some foreign countries impose taxes on capital gains with respect to investments by foreign investors.
 
Capital gain distributions — The fund also intends to distribute its net capital gain each year. The fund’s net capital gain is the entire excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund.
 
If any net long-term capital gains in excess of net short-term capital losses are retained by the fund for reinvestment, requiring federal income taxes to be paid thereon by the fund, the fund intends to elect to treat such capital gains as having been distributed to shareholders. As a result, each shareholder will report such capital gains as long-term capital gains taxable to individual shareholders at a maximum 15% capital gains rate, will be able to claim a pro rata share of federal income taxes paid by the fund on such gains as a credit against personal federal income tax liability, and will be entitled to increase the adjusted tax basis on fund shares by the difference between a pro rata share of the retained gains and such shareholder’s related tax credit.
 
Shareholder taxation – The majority of the fund’s shareholders are nonprofit institutions, and such shareholders are generally exempt from taxation under Code Section 501(c). Therefore, distributions from the fund and transactions in fund shares should not result in income tax consequences to such shareholders.
 
Shareholders should consult their tax advisers about the application of federal, state and local tax law in light of their particular situation.
 
 
 
 Purchase of shares
 
The purchase of shares may be made  in cash or in a like value of acceptable securities. Such securities will: (a) be acquired for investment and not for resale; (b) be liquid securities which are not restricted as to transfer either by law or liquidity of market; and (c) have a value which is readily ascertainable.
 
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 where 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 pre-scheduled 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 fund — 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.
 
The following services are available in connection with the purchase of the American Funds.
 
Statement of intention — If you purchase fund shares, along with shares of the American Funds, by establishing a statement of intention (the “Statement”), you enter into a nonbinding commitment to purchase shares of the American Funds (excluding American Funds Money Market Fund) over a 13-month period and receive the same sales charge (expressed as a percentage of your purchases) as if all shares had been purchased at once, unless the Statement is upgraded as described below.
 
The Statement period starts on the date on which your first purchase made toward satisfying the Statement is processed. Your accumulated holdings (as described in the paragraph below titled “Rights of accumulation”) eligible to be aggregated as of the day immediately before the start of the Statement period may be credited toward satisfying the Statement.
 
You may revise the commitment you have made in your Statement upward at any time during the Statement period. If your prior commitment has not been met by the time of the revision, the Statement period during which purchases must be made will remain unchanged. Purchases made from the date of the revision will receive the reduced sales charge, if any, resulting from the revised Statement. If your prior commitment has been met by the time of the revision, your original Statement will be considered met and a new Statement will be established.
 
The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder’s death.
 
When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement may be held in escrow in the shareholder’s account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholder’s account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified Statement period, the purchaser may be required to remit to the Principal Underwriter the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder’s account at the time a purchase was made during the Statement period will receive a corresponding commission adjustment if appropriate. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser may be liable to the Principal Underwriter for the balance still outstanding.
 
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.
 
Concurrent purchases — As described in the prospectus, you may combine purchases of the fund and purchases of all classes of shares of the American Funds to qualify for a reduced Class A sales charge for the American Funds. Shares of American Funds Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds Money Market Fund are excluded.
 
Rights of accumulation — You may take into account the current value of your existing holdings in the fund, as well as your holdings in any class of shares of the American Funds and the American Funds Target Date Retirement Series to determine your Class A sales charge for the American Funds. Direct purchases of American Funds Money Market Fund are excluded. Subject to your investment dealer's or recordkeeper's capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings (the "market value") as of the day prior to your American Funds investment or (b) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the "cost value"). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.
 
The value of all of your holdings in accounts established in calendar year 2005 or earlier will be assigned an initial cost value equal to the market value of those holdings as of the last business day of 2005. Thereafter, the cost value of such accounts will increase or decrease according to actual investments or withdrawals. You must contact your financial adviser or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings.
 
 
 
 Selling shares
 
Shares are sold (redeemed) at the net asset value next determined after your request is received in good order by the Transfer Agent or registered investment adviser.
 
For redemption requests received after the close of trading on the New York Stock Exchange, the redemption price will be the net asset value determined as of the close of trading on the next business day of the New York Stock Exchange. There is no charge to the shareholder for redemption. Payment in cash or in kind is made as soon as reasonably practicable after tender in proper form (as described above), and must, in any event, be made within seven days thereafter. The fund may, however, suspend the right of redemption during any period when: (a) trading on the New York Stock Exchange is restricted as determined by the SEC or such exchange is closed for other than weekends or holidays; (b) the SEC has by order permitted such suspension; or (c) any emergency as determined by the SEC exists, making disposal of portfolio securities or valuation of net assets of the funds not reasonably practicable.
 
Although it would not normally do so, the fund has the right to pay the redemption price in whole or in part in portfolio securities as selected by the board of trustees, taken at their value as used in determining net asset value for purposes of computing the redemption price. A shareholder that redeems fund shares, and is given by the fund a proportionate amount of the fund’s portfolio securities in lieu of cash, may incur transaction charges in the event of a sale of the securities through an intermediary.
 
You may sell (redeem) shares in your account in any of the following ways:
 
Through your registered investment adviser
 
·  
Shares purchased through registered investment advisers must be sold through the advisers (who may impose transaction charges not described in this pro­spectus).
 
Writing to American Funds Service Company
 
·  
Requests must be signed by the registered shareholder(s).
 
·  
A signature guarantee is required if the redemption is:
 
—  
over $75,000;
 
—  
made payable to someone other than the registered shareholder(s); or
 
—  
sent to an address other than the address of record or an address of record that has been changed within the last 10 days.
 
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.
 
Telephoning or faxing American Funds Service Company
 
·  
Redemptions by telephone or fax are limited to $75,000 per shareholder each day.
 
·  
Checks must be made payable to the registered shareholder(s).
 
·  
Checks must be mailed to an address of record that has been used with the account for at least 10 days.
 
The fund does not have dealer agreements with, and does not accept redemption orders from,  broker-dealers.
 
Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier's checks) for shares purchased have cleared (which may take up to 10 business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 1940 Act), sale proceeds will be paid on or before the seventh day following receipt and acceptance of an order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.
 
If you notify the Transfer Agent, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution, subject to the appropriate sales charge, in any of the American Funds within 90 days after the date of the redemption or distribution. Proceeds will be reinvested at the next calculated net asset value after your request is received and accepted by the Transfer Agent.
 
 
 
 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 if your account is held with a registered investment adviser.
 
Automatic reinvestment — Dividends and capital gain distributions are reinvested in additional shares of the 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 registered investment adviser.
 
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 — You may cross-reinvest dividends and capital gains (distributions) of Growth and Income Portfolio into Class A shares of any American Funds (except Class 529-A shares or shares of American Funds Target Date Retirement Series) at net asset value, subject to the following conditions:
 
(a)The aggregate value of your account(s) in the fund 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),
 
(b)If the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested, and
 
(c)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.
 
Exchange privilege — You may only exchange shares of the fund into Class A shares of the American Funds. Exchange purchases are subject to the minimum investment requirements of the fund purchased and are subject to applicable sales charges on the fund being purchased, unless shares of Growth and Income Portfolio 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 to Class 529-A shares may result in significant legal and tax consequences as described in the CollegeAmerica Program Description. Please consult your financial adviser prior to making such an exchange.
 
Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received. (See "Price of shares" above.) These transactions have the same tax consequences as ordinary sales and purchases.
 
Automatic exchanges — You may automatically exchange shares of the fund in amounts of $50 or more among Class A shares of any American Funds on any day (or preceding business day if the day falls on a non-business day) of each month you designate.
 
Automatic withdrawals — Depending on the type of account, you may automatically withdraw shares from the fund. 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. The Transfer Agent will withdraw your money from the fund you specify on or around the date you specify. If the date you specified falls on a weekend or holiday, the redemption will take place on the previous business day. However, if the previous business day falls in the preceding month, the redemption will take place on the following business day after the weekend or holiday. You should consult with your adviser or intermediary to determine if your account is eligible for automatic withdrawals.
 
Withdrawal payments are not to be considered as dividends, yield or income. Generally, automatic investments may not be made into a shareholder account from which there are automatic withdrawals. Withdrawals of amounts exceeding reinvested dividends and distributions and increases in share value would reduce the aggregate value of the shareholder's account. The Transfer Agent arranges for the redemption by the fund of sufficient shares, deposited by the shareholder with the Transfer Agent, to provide the withdrawal payment specified.
 
Redemption proceeds from an automatic withdrawal plan are not eligible for reinvestment without a sales charge.
 
Account statements — Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments, purchases through automatic investment plans, as well as automatic exchanges and withdrawals will be confirmed at least quarterly.
 
Telephone redemptions and exchanges — By using the telephone, fax or telegraph 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) which may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these options. However, you may elect to opt out of these options by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions, or a natural disaster, redemption and exchange requests may be made in writing only.
 
Redemption of shares — While payment of redemptions normally will be in cash, the Trust’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other Trust assets under conditions and circumstances determined by the Trust’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 shareholders of the fund.
 
 
 
 General information
 
Custodian of assets — Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund’s portfolio, are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as Custodian. If the fund holds securities of issuers outside the U.S., the Custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S.
 
Transfer Agent — American Funds Service Company, a wholly owned subsidiary of the investment adviser, maintains the records of shareholder accounts, processes purchases and redemptions of the fund’s shares, acts as dividend and capital gain distribution disbursing agent, and performs other related shareholder service functions. The principal office of American Funds Service Company is located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service Company was paid a fee of $717 for services with respect to Growth and Income Portfolio shares for the 2010 fiscal year.
 
Independent registered public accounting firm — Deloitte & Touche LLP, 695 Town Center Drive, Costa Mesa, California 92626, serves as the Trust’s independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the Securities and Exchange Commission. The financial statements included in this statement of additional information 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 Trust’s independent registered public accounting firm is reviewed and determined annually by the board of trustees.
 
Independent legal counsel — Bingham McCutchen LLP, 355 South Grand Avenue, Suite 4400, Los Angeles, CA 90071, serves as independent legal counsel (“counsel”) for the fund and for independent trustees in their capacities as such. 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 the 1940 Act and related rules.
 
Prospectuses, reports to shareholders and proxy statements — The fund’s fiscal year ends on July 31. Shareholders are provided updated 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 800/421-0180 or by sending an e-mail request to prospectus@americanfunds.com. Shareholders may also access the fund’s current prospectus, statement of additional information and shareholder reports at americanfunds.com/endowments.The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, Deloitte & Touche LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of prospectuses, shareholder reports and proxy statements. To receive additional copies of a prospectus, report or proxy statement, shareholders should contact the Transfer Agent.
 
Shareholders may also elect to receive updated prospectuses, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com. Upon electing the electronic delivery of updated prospectuses and other reports, a shareholder will no longer automatically receive such documents in paper form by mail. A shareholder who elects electronic delivery is able to cancel this service at any time and return to receiving updated prospectuses and other reports in paper form by mail.
 
Prospectuses, annual reports and semi-annual reports that are mailed to shareholders by the American Funds organization are printed with ink containing soy and/or vegetable oil on paper containing recycled fibers.
 
Codes of ethics — The fund and Capital Research and Management Company and its affiliated companies have adopted codes of ethics that allow for personal investments, including securities in which the fund may invest from time to time. These codes include a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; preclearance and reporting requirements; review of duplicate confirmation statements; annual recertification of compliance with codes of ethics; blackout periods on personal investing for certain investment personnel; ban on short-term trading profits for investment personnel; limitations on service as a director of publicly traded companies; and disclosure of personal securities transactions.
 
Legal proceedings — On February 16, 2005, the NASD (now the Financial Industry Regulatory Authority or FINRA) filed an administrative complaint against American Funds Distributors, Inc.. The complaint alleges violations of certain NASD rules by American Funds Distributors, Inc. with respect to the selection of broker-dealer firms that buy and sell securities for mutual fund investment portfolios. The complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a FINRA Hearing Panel ruled against American Funds Distributors, Inc. and imposed a $5 million fine. On April 30, 2008, FINRA’s National Adjudicatory Council affirmed the decision by FINRA’s Hearing Panel. American Funds Distributors, Inc. has appealed this decision to the U.S. Securities and Exchange Commission.
 
The investment adviser and American Funds Distributors, Inc. believe that the likelihood that this matter could have a material adverse effect on the fund or on the ability of the investment adviser to perform their contract with the fund is remote. In addition, class action lawsuits have been filed in the U.S. District Court, Central District of California, relating to this and other matters. The investment adviser believes that these suits are without merit and will defend itself vigorously.
 
Other information — The fund reserves the right to modify the privileges described in this statement of additional information at any time.
 
 
.
 
 
 
Endowments, Growth and Income PortfolioSM
Investment portfolio
 
July 31, 2010
 
Common stocks — 96.23%
 
Shares
   
Value
 
             
FINANCIALS — 15.03%
           
Wells Fargo & Co.
    92,500     $ 2,565,025  
Berkshire Hathaway Inc., Class A1
    20       2,340,000  
American Express Co.
    28,000       1,249,920  
Goldman Sachs Group, Inc.
    7,500       1,131,150  
U.S. Bancorp
    37,000       884,300  
Chubb Corp.
    12,000       631,560  
Allstate Corp.
    22,000       621,280  
JPMorgan Chase & Co.
    15,000       604,200  
Citigroup Inc.1
    90,000       369,000  
Lincoln National Corp.
    13,000       338,520  
BB&T Corp.
    13,000       322,790  
KeyCorp
    30,000       253,800  
              11,311,545  
                 
                 
CONSUMER STAPLES — 13.85%
               
Philip Morris International Inc.
    55,000       2,807,200  
Coca-Cola Co.
    40,000       2,204,400  
PepsiCo, Inc.
    20,000       1,298,200  
Wal-Mart Stores, Inc.
    25,000       1,279,750  
Procter & Gamble Co.
    15,000       917,400  
Kraft Foods Inc., Class A
    25,000       730,250  
Hershey Co.
    14,000       658,000  
Avon Products, Inc.
    17,000       529,210  
              10,424,410  
                 
                 
HEALTH CARE — 12.92%
               
Merck & Co., Inc.
    61,000       2,102,060  
Pfizer Inc
    72,000       1,080,000  
Novo Nordisk A/S, Class B2
    12,000       1,025,111  
Eli Lilly and Co.
    28,000       996,800  
UnitedHealth Group Inc.
    23,000       700,350  
Bristol-Myers Squibb Co.
    28,000       697,760  
Becton, Dickinson and Co.
    9,500       653,600  
Abbott Laboratories
    13,000       638,040  
Johnson & Johnson
    10,000       580,900  
Medtronic, Inc.
    13,000       480,610  
Stryker Corp.
    9,000       419,130  
Baxter International Inc.
    8,000       350,160  
              9,724,521  
                 
                 
INFORMATION TECHNOLOGY — 12.32%
               
Oracle Corp.
    91,000       2,151,240  
Cisco Systems, Inc.1
    87,000       2,007,090  
Microsoft Corp.
    58,000       1,496,980  
Google Inc., Class A1
    2,400       1,163,640  
International Business Machines Corp.
    5,500       706,200  
Texas Instruments Inc.
    20,000       493,800  
Maxim Integrated Products, Inc.
    24,000       420,720  
Hewlett-Packard Co.
    9,000       414,360  
Intel Corp.
    20,000       412,000  
              9,266,030  
                 
                 
ENERGY — 11.74%
               
Exxon Mobil Corp.
    35,000       2,088,800  
Chevron Corp.
    27,000       2,057,670  
Schlumberger Ltd.
    23,000       1,372,180  
Royal Dutch Shell PLC, Class B (ADR)
    20,000       1,068,400  
ConocoPhillips
    12,000       662,640  
TOTAL SA (ADR)
    13,000       658,190  
Penn West Energy Trust
    27,500       533,388  
Occidental Petroleum Corp.
    5,000       389,650  
              8,830,918  
                 
                 
INDUSTRIALS — 10.53%
               
Boeing Co.
    30,000       2,044,200  
Lockheed Martin Corp.
    14,800       1,112,220  
General Electric Co.
    47,000       757,640  
United Parcel Service, Inc., Class B
    10,000       650,000  
Tyco International Ltd.
    15,000       574,200  
Honeywell International Inc.
    13,000       557,180  
Avery Dennison Corp.
    15,000       537,750  
Emerson Electric Co.
    10,000       495,400  
Deere & Co.
    7,000       466,760  
Pitney Bowes Inc.
    16,000       390,560  
Waste Management, Inc.
    10,000       339,500  
              7,925,410  
                 
                 
MATERIALS — 6.99%
               
BHP Billiton Ltd.2
    40,000       1,444,023  
Air Products and Chemicals, Inc.
    13,000       943,540  
Monsanto Co.
    15,000       867,600  
E.I. du Pont de Nemours and Co.
    16,000       650,720  
Dow Chemical Co.
    20,000       546,600  
Nucor Corp.
    11,500       450,110  
Alcoa Inc.
    32,000       357,440  
              5,260,033  
                 
                 
CONSUMER DISCRETIONARY — 4.32%
               
Home Depot, Inc.
    32,000       912,320  
Time Warner Inc.
    23,000       723,580  
Walt Disney Co.
    15,000       505,350  
McDonald’s Corp.
    6,000       418,380  
Best Buy Co., Inc.
    10,000       346,600  
J.C. Penney Co., Inc.
    14,000       344,820  
              3,251,050  
                 
                 
TELECOMMUNICATION SERVICES — 3.67%
               
AT&T Inc.
    61,500       1,595,310  
Verizon Communications Inc.
    40,000       1,162,400  
              2,757,710  
                 
                 
UTILITIES — 1.91%
               
PG&E Corp.
    15,000       666,000  
Exelon Corp.
    10,000       418,300  
Southern Co.
    10,000       353,300  
              1,437,600  
                 
                 
MISCELLANEOUS — 2.95%
               
Other common stocks in initial period of acquisition
            2,220,020  
                 
                 
Total common stocks (cost: $64,047,086)
            72,409,247  
                 
                 
   
Principal amount
         
Short-term securities — 2.13%
    (000 )        
                 
General Electric Co. 0.18% due 8/2/2010
  $ 1,600       1,599,976  
                 
                 
Total short-term securities (cost: $1,599,976)
            1,599,976  
                 
                 
Total investment securities (cost: $65,647,062)
            74,009,223  
Other assets less liabilities
            1,235,178  
                 
Net assets
          $ 75,244,401  


“Miscellaneous” securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.

 
1Security did not produce income during the last 12 months.
 
2Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities was $2,469,134, which represented 3.28% 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.


Key to abbreviation

ADR = American Depositary Receipts







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 the investment objectives, risks, charges and expenses of the American Funds. This and other important information is contained in the fund’s 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 800/421-0180 or visit the American Funds website at americanfunds.com.

 
 
 
 
MFGEFP-980-0910O-S25570

 
 
 
 
 
Summary investment portfolio
 
The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund’s principal holdings.  See the back cover for details on how to obtain a complete schedule of portfolio holdings.
 
 
 
Growth and Income Portfolio  July 31, 2010
 
[begin pie chart]
Industry sector diversification
 
Percent of net assets
 
       
Financials
    15.03 %
Consumer staples
    13.85  
Health care
    12.92  
Information technology
    12.32  
Energy
    11.74  
Other industries
    30.37  
Short-term securities & other assets less liabilities
    3.77  
[end pie chart]
 
 
               
Percent
 
               
of net
 
Common stocks  - 96.23%
 
Shares
   
Value
   
assets
 
                   
Financials  - 15.03%
                 
Wells Fargo & Co.
    92,500     $ 2,565,025       3.41 %
Berkshire Hathaway Inc., Class A (1)
    20       2,340,000       3.11  
American Express Co.
    28,000       1,249,920       1.66  
Goldman Sachs Group, Inc.
    7,500       1,131,150       1.50  
U.S. Bancorp
    37,000       884,300       1.17  
Chubb Corp.
    12,000       631,560       .84  
Allstate Corp.
    22,000       621,280       .83  
JPMorgan Chase & Co.
    15,000       604,200       .80  
Other securities
            1,284,110       1.71  
              11,311,545       15.03  
                         
Consumer staples  - 13.85%
                       
Philip Morris International Inc.
    55,000       2,807,200       3.73  
Coca-Cola Co.
    40,000       2,204,400       2.93  
PepsiCo, Inc.
    20,000       1,298,200       1.73  
Wal-Mart Stores, Inc.
    25,000       1,279,750       1.70  
Procter & Gamble Co.
    15,000       917,400       1.22  
Kraft Foods Inc., Class A
    25,000       730,250       .97  
Hershey Co.
    14,000       658,000       .87  
Other securities
            529,210       .70  
              10,424,410       13.85  
                         
Health care  - 12.92%
                       
Merck & Co., Inc.
    61,000       2,102,060       2.79  
Pfizer Inc
    72,000       1,080,000       1.44  
Novo Nordisk A/S, Class B (2)
    12,000       1,025,111       1.36  
Eli Lilly and Co.
    28,000       996,800       1.32  
UnitedHealth Group Inc.
    23,000       700,350       .93  
Bristol-Myers Squibb Co.
    28,000       697,760       .93  
Becton, Dickinson and Co.
    9,500       653,600       .87  
Abbott Laboratories
    13,000       638,040       .85  
Johnson & Johnson
    10,000       580,900       .77  
Other securities
            1,249,900       1.66  
              9,724,521       12.92  
                         
Information technology  - 12.32%
                       
Oracle Corp.
    91,000       2,151,240       2.86  
Cisco Systems, Inc. (1)
    87,000       2,007,090       2.67  
Microsoft Corp.
    58,000       1,496,980       1.99  
Google Inc., Class A (1)
    2,400       1,163,640       1.55  
International Business Machines Corp.
    5,500       706,200       .94  
Other securities
            1,740,880       2.31  
              9,266,030       12.32  
                         
Energy  - 11.74%
                       
Exxon Mobil Corp.
    35,000       2,088,800       2.78  
Chevron Corp.
    27,000       2,057,670       2.73  
Schlumberger Ltd.
    23,000       1,372,180       1.82  
Royal Dutch Shell PLC, Class B (ADR)
    20,000       1,068,400       1.42  
ConocoPhillips
    12,000       662,640       .88  
TOTAL SA (ADR)
    13,000       658,190       .88  
Other securities
            923,038       1.23  
              8,830,918       11.74  
                         
Industrials  - 10.53%
                       
Boeing Co.
    30,000       2,044,200       2.71  
Lockheed Martin Corp.
    14,800       1,112,220       1.48  
General Electric Co.
    47,000       757,640       1.01  
United Parcel Service, Inc., Class B
    10,000       650,000       .86  
Other securities
            3,361,350       4.47  
              7,925,410       10.53  
                         
Materials  - 6.99%
                       
BHP Billiton Ltd. (2)
    40,000       1,444,023       1.92  
Air Products and Chemicals, Inc.
    13,000       943,540       1.25  
Monsanto Co.
    15,000       867,600       1.15  
E.I. du Pont de Nemours and Co.
    16,000       650,720       .87  
Other securities
            1,354,150       1.80  
              5,260,033       6.99  
                         
Consumer discretionary  - 4.32%
                       
Home Depot, Inc.
    32,000       912,320       1.21  
Time Warner Inc.
    23,000       723,580       .96  
Other securities
            1,615,150       2.15  
              3,251,050       4.32  
                         
Telecommunication services  - 3.67%
                       
AT&T Inc.
    61,500       1,595,310       2.12  
Verizon Communications Inc.
    40,000       1,162,400       1.55  
              2,757,710       3.67  
                         
Utilities  - 1.91%
                       
PG&E Corp.
    15,000       666,000       .88  
Other securities
            771,600       1.03  
              1,437,600       1.91  
                         
Miscellaneous  -  2.95%
                       
Other common stocks in initial period of acquisition
            2,220,020       2.95  
                         
                         
Total common stocks (cost: $64,047,086)
            72,409,247       96.23  
                         
                         
                         
   
Principal
           
Percent
 
   
amount
           
of net
 
Short-term securities  - 2.13%
    (000 )  
Value
   
assets
 
                         
General Electric Co. 0.18% due 8/2/2010
  $ 1,600     $ 1,599,976       2.13  
                         
                         
Total short-term securities (cost: $1,599,976)
            1,599,976       2.13  
                         
                         
Total investment securities (cost: $65,647,062)
            74,009,223       98.36  
Other assets less liabilities
            1,235,178       1.64  
                         
Net assets
          $ 75,244,401       100.00 %
 
 
"Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.
 
       
"Other securities" includes all issues that are not disclosed separately in the summary investment portfolio.
   
       
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 was $2,469,134, which represented 3.28% 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.
       
Key to abbreviation
     
ADR = American Depositary Receipts
     
       
See Notes to Financial Statements
     
 
 
 
Financial statements
 
Statement of assets and liabilities
           
at July 31, 2010
           
             
             
Assets:
           
 Investment securities, at value (cost: $65,647,062)
        $ 74,009,223  
 Cash
          119,932  
 Receivables for:
             
  Sales of investments
  $ 1,153,892          
  Dividends
    118,280       1,272,172  
              75,401,327  
                 
Liabilities:
               
 Payables for:
               
  Repurchases of fund's shares
    74,000          
  Investment advisory services
    39,871          
  Other fees and expenses
    43,055       156,926  
Net assets at July 31, 2010
          $ 75,244,401  
                 
Net assets consist of:
               
 Capital paid in on shares of beneficial interest
          $ 75,325,062  
 Undistributed net investment income
            205,280  
 Accumulated net realized loss
            (8,648,129 )
 Net unrealized appreciation
            8,362,188  
Net assets at July 31, 2010
          $ 75,244,401  
                 
Shares of beneficial interest issued and outstanding (no stated par value) - unlimited shares authorized
 
  Shares outstanding
            5,748,148  
  Net asset value per share
          $ 13.09  
                 
See Notes to Financial Statements
               
                 
                 
Statement of operations
               
for the year ended July 31, 2010
               
                 
                 
Investment income:
               
 Income:
               
  Dividends (net of non-U.S. taxes of $13,662)
  $ 2,027,978          
  Interest
    8,275     $ 2,036,253  
                 
 Fees and expenses:
               
  Investment advisory services
    411,497          
  Transfer agent services
    717          
  Reports to shareholders
    15,412          
  Registration statement and prospectus
    28,892          
  Trustees' compensation
    86,572          
  Trustees' travel expenses
    20,880          
  Auditing
    44,017          
  Legal
    28,448          
  Custodian
    1,608          
  Other
    10,289          
  Total fees and expenses before fee reductions
    648,332          
   Less fee reductions
    31,087          
  Total fees and expenses after fee reductions
            617,245  
 Net investment income
            1,419,008  
                 
Net realized gain and unrealized appreciation on investments and currency:
               
 Net realized gain (loss) on:
               
  Investments
    158,387          
  Currency transactions
    (93 )     158,294  
 Net unrealized appreciation on:
               
  Investments
    8,395,394          
  Currency translations
    1,791       8,397,185  
   Net realized gain and unrealized appreciation on investments and currency
            8,555,479  
Net increase in net assets resulting from operations
          $ 9,974,487  
                 
See Notes to Financial Statements
               
 
 
Statements of changes in net assets
           
   
Year ended July 31
 
   
2010
   
2009
 
Operations:
           
 Net investment income
  $ 1,419,008     $ 1,724,068  
 Net realized gain (loss) on investments and currency transactions
    158,294       (8,825,481 )
 Net unrealized appreciation (depreciation) on investments and currency translations
    8,397,185       (11,022,636 )
  Net increase (decrease) in net assets resulting from operations
    9,974,487       (18,124,049 )
                 
Dividends paid to shareholders from net investment income
    (1,307,610 )     (1,876,180 )
                 
Net capital share transactions
    (12,107,188 )     (9,812,420 )
                 
Total decrease in net assets
    (3,440,311 )     (29,812,649 )
                 
Net assets:
               
 Beginning of year
    78,684,712       108,497,361  
 End of year (including undistributed net investment income: $205,280 and $93,975, respectively)
  $ 75,244,401     $ 78,684,712  
                 
See Notes to Financial Statements
               
 
 
 
Notes to financial statements

1.  
Organization

Endowments (the "trust") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company and has issued one series of shares, Growth and Income Portfolio (the "fund"). The fund seeks to provide long-term growth of principal, with income and preservation of capital as secondary objectives, primarily through investments in common stocks.

2.  
Significant accounting policies

The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The fund follows the significant accounting policies described below, as well as the valuation policies described in the next section on valuation.

Security transactions and related investment income – Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. 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.

Dividends and distributions to shareholders Dividends and distributions paid 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 in effect 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. On the accompanying financial statements, 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. 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

The fund’s investments are reported at fair value as defined by accounting principles generally accepted in the United States of America. The fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.

Methods and inputs – The fund uses the following methods and inputs to establish the fair value of its 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 in which the security trades.

Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained as of approximately 3:00 p.m. New York time from one or more pricing vendors. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates fair value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par when they reach 60 days.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under guidelines adopted by authority of the fund's board of trustees. Market quotations may be considered unreliable if events occur that materially affect the value of securities (particularly equity securities trading outside the U.S.) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. Various inputs may be reviewed in order to make a good faith determination of a security’s fair value. These inputs include, but are not limited to, 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. 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.

Classifications - The fund classifies its 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. Level 3 values are based on significant unobservable inputs that reflect the fund’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 July 31, 2010:

 
Investment securities:
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common stocks:
                       
Financials
  $ 11,311,545     $ -     $ -     $ 11,311,545  
Consumer staples
    10,424,410       -       -       10,424,410  
Health care
    8,699,410       1,025,111 *     -       9,724,521  
Information technology
    9,266,030       -       -       9,266,030  
Energy
    8,830,918       -       -       8,830,918  
Industrials
    7,925,410       -       -       7,925,410  
Materials
    3,816,010       1,444,023 *     -       5,260,033  
Consumer discretionary
    3,251,050       -       -       3,251,050  
Telecommunication services
    2,757,710       -       -       2,757,710  
Utilities
    1,437,600       -       -       1,437,600  
Miscellaneous
    2,220,020       -       -       2,220,020  
Short-term securities
    -       1,599,976       -       1,599,976  
Total
  $ 69,940,113     $ 4,069,110     $ -     $ 74,009,223  
                                 
*Includes certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading; therefore, $2,469,134 of investment securities were classified as Level 2 instead of Level 1.
 

 
4.  
Risk factors

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

Market risks – The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

5. Taxation and distributions                                                      

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

As of and during the period ended July 31, 2010, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.

The fund is not subject to examination by U.S. federal tax authorities for tax years before 2006 and by state tax authorities for tax years before 2005.

Non-U.S. taxation – Dividend and interest income is recorded net of non-U.S. taxes paid.

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; and net capital losses. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes.

During the year ended July 31, 2010, the fund reclassified $93 from undistributed net investment income to accumulated net realized loss to align financial reporting with tax reporting.

As of July 31, 2010, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows:

Undistributed ordinary income
        $ 205,280  
Capital loss carryforwards*:
             
     Expiring 2017
  $ (589,917 )        
     Expiring 2018
    (7,945,220 )     (8,535,137 )
Post-October capital loss deferrals (realized during the period November 1, 2009, through July 31, 2010)
            (112,991 )
Gross unrealized appreciation on investment securities
            13,116,698  
Gross unrealized depreciation on investment securities
            (4,754,537 )
Net unrealized appreciation on investment securities
            8,362,161  
Cost of investment securities
            65,647,062  
                 
*The capital loss carryforwards will be used to offset any capital gains realized by the fund in future years through the expiration dates. The fund will not make distributions from capital gains while capital loss carryforwards remain.
These deferrals are considered incurred in the subsequent year.
 
 
Dividends from net investment income reported in the financial statements are the same for federal income tax purposes.

6. Fees and transactions with related parties

Capital Research and Management Company ("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.

Investment advisory services - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on an annual rate of 0.50% on the first $150 million of daily net assets and 0.40% on such assets in excess of $150 million.

The Investment Advisory and Service Agreement provides for a fee reduction to the extent that annual operating expenses exceed 0.75% of the average daily net assets of the fund. Expenses related to interest, taxes, brokerage commissions, transaction costs and extraordinary items are not subject to these limitations. For the year ended July 31, 2010, the fee reduction was $31,087. As a result, the fee shown on the accompanying financial statements of $411,497, which was equivalent to an annualized rate of 0.500%, was reduced to $380,410, or 0.462% of average daily net assets.

Distribution services – The trust has a principal underwriting agreement with AFD. AFD does not receive compensation for any sales of the fund’s shares.

Transfer agent services The trust has a transfer agent agreement with AFS. Under this agreement, the fund compensates AFS for transfer agent services including shareholder recordkeeping and communications.

Affiliated officers and trustees – Officers and certain trustees of the trust 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.

7. Capital share transactions

Capital share transactions in the fund were as follows:
 
   
Sales
   
Reinvestments of dividends
and distributions
   
Repurchases
   
Net decrease
 
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
 
Year ended July 31, 2010
  $ 6,568,574       511,155     $ 1,116,690       87,006     $ (19,792,452 )     (1,531,581 )   $ (12,107,188 )     (933,420 )
Year ended July 31, 2009
  $ 5,233,923       473,866     $ 1,632,354       148,330     $ (16,678,697 )     (1,561,729 )   $ (9,812,420 )     (939,533 )

 
8. Investment transactions

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $16,988,284 and $26,394,757, respectively, during the year ended July 31, 2010.
 
 

Financial highlights
 
         
Income (loss) from investment operations(1)
   
Dividends and distributions
                                     
   
Net asset value, beginning of year
   
Net investment income
   
Net gains (losses) on securities (both realized and unrealized)
   
Total from investment operations
   
Dividends (from net investment income)
   
Distributions (from capital gains)
   
Total dividends and distributions
   
Net asset value, end of year
   
Total
return(2)
   
Net assets, end of year (in millions)
   
Ratio of expenses to average net assets before waivers
   
Ratio of expenses to average net assets after waivers(2)
   
Ratio of net income to average net assets(2)
 
                                                                               
Year ended 7/31/2010
  $ 11.78     $ .22     $ 1.30     $ 1.52     $ (.21 )   $ -     $ (.21 )   $ 13.09       12.91 %   $ 75       .79 %     .75 %     1.72 %
Year ended 7/31/2009
    14.24       .24       (2.44 )     (2.20 )     (.26 )     -       (.26 )     11.78       (15.29 )     79       .74       .71       2.12  
Year ended 7/31/2008
    16.14       .26       (1.48 )     (1.22 )     (.30 )     (.38 )     (.68 )     14.24       (7.95 )     108       .67       .62       1.67  
Year ended 7/31/2007
    14.86       .29       2.03       2.32       (.27 )     (.77 )     (1.04 )     16.14       16.02       119       .69       .64       1.81  
Year ended 7/31/2006
    14.95       .23       .44       .67       (.23 )     (.53 )     (.76 )     14.86       4.61       104       .71       .66       1.56  
 
 
   
Year ended July 31
 
   
2010
   
2009
   
2008
   
2007
   
2006
 
                               
Porttfolio turnover rate
    22 %     39 %     21 %     24 %     25 %
 
 
(1)Based on average shares outstanding.
                       
(2)This column reflects the impact, if any, of certain waivers from CRMC. During the years shown, CRMC reduced fees for investment advisory services.
     
                         
See Notes to Financial Statements
                     
 
 
 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Endowments — Growth and Income Portfolio:

We have audited the accompanying statement of assets and liabilities, including the investment portfolio and the summary investment portfolio, of Endowments — Growth and Income Portfolio (the “Fund”), as of July 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.  These financial statements and financial highlights are the responsibility of the Fund's management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of July 31, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Endowments — Growth and Income Portfolio as of July 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.


DELOITTE & TOUCHE LLP

Costa Mesa, California
September 14, 2010
 
 
 
Endowments

Part C
Other Information


Item 28.                      Exhibits for Registration Statement (1940 Act No. 811-01884 and 1933 Act No. 002-34371)

(a)
Certificate of Trust and Trust Instrument – Certificate of Trust and Trust Instrument previously filed (see P/E Amendment No. 46 filed 5/15/98, No. 55 filed 10/1/04, and No. 56 filed 9/29/05) and Trust Instrument Supplement as of 2/23/06 – previously filed (see P/E Amendment No. 57 filed 9/29/06); Trust Instrument Supplement as of 9/9/09 – previously filed (see P/E Amendment No. 62 filed 9/29/09)

(b)
By-laws – By-laws as amended 9/9/09 – previously filed (see P/E Amendment No. 62 filed 9/29/09)

(c)
Instruments Defining Rights of Security Holders – none

(d)
Investment Advisory Contracts – Amended Investment Advisory and Service Agreements as of 7/28/99 – previously filed (see P/E Amendment No. 56 filed 9/29/05)

(e)
Underwriting ContractsForm of Principal Underwriting Agreement as of 11/16/06 – previously filed (see P/E Amendment No. 58 filed 11/17/06)

(f)
Bonus or Profit Sharing Contracts - none

(g)
Custodian Agreements – Form of Global Custody Agreement dated 12/21/06 – previously filed (see P/E Amendment No. 59 filed 9/28/07)

(h-1)
Other Material Contracts – Form of Indemnification Agreement dated 7/1/04 - previously filed (see P/E Amendment No. 55 filed 10/1/04)

(h-2)
Amended and Restated Shareholder Services Agreement effective 2/25/10

(i)
Legal Opinion – Legal Opinion – previously filed (see P/E Amendment No. 47 filed 7/31/98)

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

(k)
Omitted financial statements - none

(l)
Initial capital agreements - not applicable to this filing

(m)
Rule 12b-1 plan - none

(n)
Rule 18f-3 plan - none

(o)
Reserved

(p)
Code of Ethics – Code of Ethics for The Capital Group Companies dated June 2010; and Code of Ethics for Registrant dated December 2005

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

          None


Item 30.                      Indemnification

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

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

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

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


Item 31.                      Business and Other Connections of the Investment Adviser

          None


Item 32.                      Principal Underwriters

(a)           American Funds Distributors, Inc. is the Principal Underwriter of shares of: AMCAP Fund, American Balanced Fund, American Funds Fundamental Investors, The American Funds Income Series, American Funds Money Market Fund, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Target Date Retirement Series, Inc., The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder, Capital Private Client Services Funds, Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., Emerging Markets Growth Fund, Inc., Endowments, EuroPacific Growth Fund, The Growth Fund of America, Inc., The Income Fund of America, Intermediate Bond Fund of America, International Growth and Income Fund, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, Inc., The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America 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
David L. Abzug
 
Vice President
None
IRV
Laurie M. Allen
 
Senior Vice President
None
LAO
William C. Anderson
 
Senior Vice President
None
LAO
Robert B. Aprison
 
Senior Vice President
None
LAO
T. Patrick Bardsley
 
Regional Vice President
None
LAO
Shakeel A. Barkat
 
Vice President
None
IRV
Carl R. Bauer
 
Vice President
None
LAO
Roger J. Bianco, Jr.
 
Regional Vice President
None
LAO
John A. Blanchard
 
Senior Vice President
None
LAO
Gerard M. Bockstie, Jr.
 
Regional Vice President
None
LAO
Jonathan W. Botts
 
Vice President
None
LAO
Bill Brady
 
Director, Senior Vice President
None
LAO
Mick L. Brethower
 
Senior Vice President
None
LAO
C. Alan Brown
 
Vice President
None
IRV
William H. Bryan
 
Regional Vice President
None
LAO
Sheryl M. Burford
 
Assistant Vice President
None
LAO
Steven Calabria
 
Vice President
None
LAO
Thomas E. Callahan
 
Regional Vice President
None
LAO
Damian F. Carroll
 
Director, Senior Vice President
None
LAO
James D. Carter
 
Vice President
None
LAO
Brian C. Casey
 
Senior Vice President
None
LAO
Victor C. Cassato
 
Senior Vice President
None
LAO
Christopher J. Cassin
 
Senior Vice President
None
LAO
Denise M. Cassin
 
Director, Senior Vice President and Director of Intermediary Relations
 
Senior Vice President
LAO
David D. Charlton
 
Director, Senior Vice President and Director of Marketing
 
None
LAO
Thomas M. Charon
 
Vice President
None
LAO
Paul A. Cieslik
 
Vice President
None
LAO
Kevin G. Clifford
 
 
Director, President and
Chief Executive Officer
 
None
LAO
Ruth M. Collier
 
Senior Vice President
None
LAO
Charles H. Cote
 
Regional Vice President
None
SNO
Kathleen D. Cox
 
Vice President
None
LAO
Michael D. Cravotta
 
Assistant Vice President
None
LAO
Joseph G. Cronin
 
Vice President
None
LAO
D. Erick Crowdus
 
Regional Vice President
None
LAO
William F. Daugherty
 
Senior Vice President
None
LAO
Peter J. Deavan
 
Regional Vice President
None
LAO
Daniel J. Delianedis
 
Senior Vice President
None
LAO
James W. DeLouise
 
Assistant Vice President
None
LAO
James A. DePerno, Jr.
 
Senior Vice President
None
LAO
Bruce L. DePriester
 
 
 
Director,
Senior Vice President,
Treasurer and Controller
 
None
LAO
Dianne M. Dexter
 
Assistant Vice President
None
LAO
Thomas J. Dickson
 
Vice President
None
NYO
Dean M. Dolan
 
Vice President
None
LAO
Hedy B. Donahue
 
Assistant Vice President
None
LAO
Michael J. Downer
 
Director
None
LAO
Craig A. Duglin
 
Vice President
None
LAO
Timothy L. Ellis
 
Senior Vice President
None
LAO
Lorna Fitzgerald
 
Vice President
None
LAO
William F. Flannery
 
Vice President
None
LAO
John R. Fodor
 
 
Director, Executive Vice President
None
SNO
Michael J. Franchella
 
Assistant Vice President
None
LAO
Charles L. Freadhoff
 
Vice President
None
LAO
Daniel B. Frick
 
Senior Vice President
None
LAO
J. Christopher Gies
 
Senior Vice President
None
LAO
David M. Givner
 
Secretary
None
LAO
Jack E. Goldin
 
Vice President
None
LAO
Earl C. Gottschalk
 
Vice President
None
LAO
Jeffrey J. Greiner
 
Director, Senior Vice President
None
LAO
Eric M. Grey
 
Senior Vice President
None
NYO
Maura S. Griffin
 
Assistant Vice President
None
LAO
Christopher M. Guarino
 
Senior Vice President
None
IRV
Steven Guida
 
Director, Senior Vice President
None
LAO
Derek S. Hansen
 
Vice President
None
LAO
Robert J. Hartig, Jr.
 
Vice President
None
LAO
Craig W. Hartigan
 
Regional Vice President
None
LAO
Russell K. Holliday
 
Vice President
None
LAO
Heidi Horwitz-Marcus
 
Vice President
None
LAO
Kevin B. Hughes
 
Vice President
None
LAO
Marc Ialeggio
 
Vice President
None
HRO
Jill Jackson-Chavis
 
Vice President
None
IND
David K. Jacocks
 
Assistant Vice President
None
LAO
Linda Johnson
 
Vice President
None
GVO-1
Joanna F. Jonsson
 
Director
None
LAO
Marc J. Kaplan
 
Vice President
None
LAO
John P. Keating
 
Senior Vice President
None
LAO
Brian G. Kelly
 
Vice President
None
LAO
Ryan C. Kidwell
 
Regional Vice President
None
LAO
Mark Kistler
 
Regional Vice President
None
NYO
Dorothy Klock
 
Senior Vice President
None
IRV
Elizabeth K. Koster
 
Vice President
None
LAO
Christopher F. Lanzafame
 
Vice President
None
IRV
Laura Lavery
 
Vice President
None
LAO
R. Andrew LeBlanc
 
Senior Vice President
None
LAO
Clay M. Leveritt
 
Regional Vice President
None
LAO
Susan B. Lewis
 
Assistant Vice President
None
LAO
T. Blake Liberty
 
Vice President
None
LAO
Lorin E. Liesy
 
Vice President
None
LAO
Louis K. Linquata
 
Senior Vice President
None
LAO
Brendan T. Mahoney
 
Senior Vice President
None
LAO
Nathan G. Mains
 
Regional Vice President
None
LAO
Paul R. Mayeda
 
Assistant Vice President
None
LAO
Eleanor P. Maynard
 
Vice President
None
LAO
Joseph A. McCreesh, III
 
Regional Vice President
None
LAO
Will McKenna
 
Vice President
None
LAO
Scott M. Meade
 
Senior Vice President
None
LAO
Daniel P. Melehan
 
Regional Vice President
None
LAO
William T. Mills
 
Regional Vice President
None
LAO
James R. Mitchell III
 
Regional Vice President
None
LAO
Charles L. Mitsakos
 
Vice President
None
LAO
Linda M. Molnar
 
Vice President
None
LAO
Monty L. Moncrief
 
Vice President
None
LAO
David H. Morrison
 
Vice President
None
LAO
Andrew J. Moscardini
 
Vice President
None
LAO
Brian D. Munson
 
Regional Vice President
None
LAO
Jon Christian Nicolazzo
 
Regional Vice President
None
LAO
Jack Nitowitz
 
Assistant Vice President
None
LAO
William E. Noe
 
Senior Vice President
None
LAO
Matthew P. O’Connor
 
Senior Vice President
None
LAO
Jonathan H. O’Flynn
 
Regional Vice President
None
LAO
Eric P. Olson
 
Senior Vice President
None
LAO
Jeffrey A. Olson
 
Vice President
None
LAO
Thomas A. O’Neil
 
Vice President
None
LAO
Shawn M. O’Sullivan
 
Regional Vice President
None
LAO
W. Burke Patterson, Jr.
 
Vice President
None
LAO
Gary A. Peace
 
Senior Vice President
None
LAO
Samuel W. Perry
 
Vice President
None
LAO
David K. Petzke
 
Senior Vice President
None
IRV
John H. Phelan, Jr.
 
Director
None
LAO
John Pinto
 
Vice President
None
LAO
Carl S. Platou
 
Senior Vice President
None
LAO
Charles R. Porcher
 
Regional Vice President
None
LAO
Julie K. Prather
 
Vice President
None
SNO
Richard P. Prior
 
Vice President
None
LAO
Steven J. Quagrello
 
Regional Vice President
None
LAO
Mike Quinn
 
Vice President
None
SNO
John P. Raney
 
Assistant Vice President
None
LAO
James P. Rayburn
 
Vice President
None
LAO
Rene M. Reincke
 
Vice President
None
LAO
Steven J. Reitman
 
Senior Vice President
None
LAO
Jeffrey Robinson
 
Vice President
None
LAO
Suzette M. Rothberg
 
Regional Vice President
None
LAO
James F. Rothenberg
 
 
Non-Executive Chairman and Director
None
LAO
Romolo D. Rottura
 
Vice President
None
LAO
William M. Ryan
 
Vice President
None
LAO
Dean B. Rydquist
 
 
 
Director,
Senior Vice President and
Chief Compliance Officer
 
None
LAO
Richard A. Sabec, Jr.
 
Vice President
None
LAO
Paul V. Santoro
 
Senior Vice President
None
LAO
Joseph D. Scarpitti
 
Senior Vice President
None
IRV
MaryAnn Scarsone
 
Assistant Vice President
None
LAO
Kim D. Schmidt
 
Assistant Vice President
None
LAO
Shane D. Schofield
 
Vice President
None
LAO
David L. Schroeder
 
Assistant Vice President
None
LAO
James J. Sewell III
 
Regional Vice President
None
LAO
Arthur M. Sgroi
 
Senior Vice President
None
LAO
Steven D. Shackelford
 
Regional Vice President
None
LAO
Michael J. Sheldon
 
Vice President
None
LAO
Daniel S. Shore
 
Senior Vice President
None
LAO
Brad Short
 
Vice President
None
LAO
Nathan W. Simmons
 
Regional Vice President
None
LAO
Connie F. Sjursen
 
Vice President
None
LAO
Jerry L. Slater
 
Senior Vice President
None
SNO
Stacy D. Smolka
 
Assistant Vice President
None
LAO
J. Eric Snively
 
Vice President
None
LAO
Therese L. Soullier
 
Vice President
None
LAO
Kristen J. Spazafumo
 
Vice President
None
LAO
Mark D. Steburg
 
Vice President
None
LAO
Michael P. Stern
 
Vice President
None
LAO
Brad Stillwagon
 
Vice President
None
LAO
Craig R. Strauser
 
Senior Vice President
None
LAO
Libby J. Syth
 
Vice President
None
LAO
Drew W. Taylor
 
Senior Vice President
None
LAO
Gary J. Thoma
 
Vice President
None
LAO
Cynthia M. Thompson
 
Senior Vice President
None
LAO
David R. Therrien
 
Assistant Vice President
None
LAO
John B. Thomas
 
Regional Vice President
None
LAO
Mark R. Threlfall
 
Regional Vice President
None
LAO
David Tippets
 
Regional Vice President
None
IND
James P. Toomey
 
Vice President
None
LAO
Luke N. Trammell
 
Regional Vice President
None
IND
Christopher E. Trede
 
Vice President
None
LAO
Scott W. Ursin-Smith
 
Senior Vice President
None
SNO
Cindy Vaquiax
 
Vice President
None
LAO
Srinkanth Vemuri
 
Regional Vice President
None
LAO
J. David Viale
 
Senior Vice President
None
DCO
Bradley J. Vogt
 
Director
None
LAO
Sherrie S. Walling
 
Assistant Vice President
None
SNO
Chris L. Wammack
 
Assistant Vice President
None
LAO
Thomas E. Warren
 
Senior Vice President
None
LAO
Gregory J. Weimer
 
Senior Vice President
None
SFO
Gregory W. Wendt
 
Director
None
LAO
George J. Wenzel
 
Senior Vice President
None
LAO
Jason M. Weybrecht
 
Vice President
None
LAO
Brian E. Whalen
 
Vice President
None
LAO
William C. Whittington
 
Regional Vice President
None
LAO
N. Dexter Williams, Jr.
 
Senior Vice President
None
LAO
Andrew L. Wilson
 
Vice President
None
LAO
Steven C. Wilson
 
Vice President
None
LAO
Timothy J. Wilson
 
 
Director, Senior Vice President and National Sales Manager
None
LAO
Kurt A. Wuestenberg
 
Vice President
None
LAO
Jason P. Young
 
Vice President
None
LAO
Jonathan A. Young
 
Vice President
None

__________
DCO
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND
Business Address, 12811 North Meridian Street, Carmel, IN 46032
IRV
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO
Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W
Business Address, 11100 Santa Monica Blvd., 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 1800, San Francisco, CA 94105
SNO
Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

(c)  
None


Item 33.                      Location of Accounts and Records

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, 6455 Irvine Center Drive, Irvine, California 92618, and/or 5300 Robin Hood Road, Norfolk, Virginia 23513; and/or the offices of the Registrant, One Market, Steuart Tower (Suite 1800), San Francisco, California 94105.

Registrant's records covering shareholder accounts are maintained and kept by the Trust's transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618; 12811 North Meridian Street, Carmel, Indiana 46032; 10001 North 92nd Street, Suite 100, Scottsdale, Arizona 85258; 3500 Wiseman Boulevard, San Antonio, Texas 78251 and 5300 Robin Hood Road, Norfolk, VA  23513.

Registrant's records covering portfolio transactions are also maintained and kept by the Trust's custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070.


Item 34.                      Management Services

          None


Item 35.                      Undertakings

 
None


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City and County of San Francisco, and State of California on the 29th day of September, 2010.

ENDOWMENTS

By:  /s/ Patrick F. Quan 
(Patrick F. Quan, Vice President and Secretary)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on September 29, 2010 by the following persons in the capacities indicated.

 
 
Signature
 
Title
 
(1)
 
Principal Executive Officer:
 
 
 
/s/ Robert G. O'Donnell
 
Vice Chairman of the Board
 
 
(Robert G. O’Donnell)
 
     
 
(2)
 
Principal Financial Officer and Principal Accounting Officer:
 
 
/s/ Dori Laskin
 
Treasurer
 
 
(Dori Laskin)
 
     
 
(3)
 
Trustees:
 
 
 
Ronald P. Badie*
 
Trustee
 
 
Robert J. Denison*
 
Chairman of the Board (Independent and Non-Executive)
 
 
Robert C. Hansen*
 
Trustee
 
 
John E. Kobara*
 
Trustee
 
 
Steven D. Lavine*
 
Trustee
 
 
Patricia A. McBride*
 
Trustee
 
 
Thomas E. Terry*
 
Trustee
 
 
Robert C. Ziebarth*
 
Trustee
 
 
By: /s/ Patrick F. Quan
 
 
 
(Patrick F. Quan, pursuant to a power of attorney filed herewith)


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


/s/ Katherine H. Newhall
Katherine H. Newhall, Counsel
 
 

POWER OF ATTORNEY

I, Ronald P. Badie, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
Endowments (File No. 002-34371, File No. 811-01884)
-  
American Funds Fundamental Investors (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America (File No. 002-14728, File No. 811-00862)
-  
SMALLCAP World Fund (File No. 033-32785, File No. 811-05888)

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

Vincent P. Corti
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
Jeffrey P. Regal
Neal F. Wellons
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA, this 5th day of March, 2010.
    (City, State)


/s/ Ronald P. Badie
Ronald P. Badie, Board member


POWER OF ATTORNEY

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

-  
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)
-  
Endowments (File No. 002-34371, File No. 811-01884)
-  
American Funds Fundamental Investors (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America (File No. 002-14728, File No. 811-00862)
-  
The New Economy Fund  (File No. 002-83848, File No. 811-03735)
-  
SMALLCAP World Fund (File No. 033-32785, File No. 811-05888)

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

Vincent P. Corti
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
Jeffrey P. Regal
Neal F. Wellons
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA, this 5th day of March, 2010.
    (City, State)


/s/ Robert J. Denison
Robert J. Denison, Board member

POWER OF ATTORNEY

I, Robert C. Hansen, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Layfayette, CA, this 1st day of January, 2010.
   (City, State)


/s/ Robert C. Hansen
Robert C. Hansen, Board member


POWER OF ATTORNEY

I, John E. Kobara, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at South Pasadena, CA, this 1st day of January, 2010.
      (City, State)


/s/ John E. Kobara
John E. Kobara, Board member

POWER OF ATTORNEY

I, Steven D. Lavine, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Valencia, CA, this 1st day of January, 2010.
 (City, State)


/s/ Steven D. Lavine
Steven D. Lavine, Board member

POWER OF ATTORNEY

I, Patricia A. McBride, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Dallas, TX, this 1st day of January, 2010.
(City, State)


/s/ Patricia A. McBride
Patricia A. McBride, Board member


POWER OF ATTORNEY

I, Thomas E. Terry, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Madison, WI, this 1st day of January, 2010.
(City, State)


/s/ Thomas E. Terry
Thomas E. Terry, Board member


POWER OF ATTORNEY

I, Robert C. Ziebarth, the undersigned Board member of the following registered investment company:

-  
Endowments (File No. 002-34371, File No. 811-01884)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Dori Laskin
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Fund on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Ketchum, ID, this 1st day of January, 2010.
 (City, State)


/s/ Robert C. Ziebarth
Robert C. Ziebarth, Board member