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American Funds Retirement Income Portfolio Series, et al. – ‘N-1A/A’ on 6/26/15 – ‘EX-99.I LEGAL OPININ’

On:  Friday, 6/26/15, at 5:01pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  51931-15-519   ·   File #s:  811-23053, 333-203797

Previous ‘N-1A’:  ‘N-1A/A’ on 6/22/15   ·   Latest ‘N-1A’:  This Filing   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/26/15  American Fds Retirement I… Series N-1A/A¶               15:3.0M                                   Investment Co of AmericaAmerican Funds Retirement Income Portfolio – Conservative 12 Classes/ContractsAmerican Funds Retirement Income Portfolio – Enhanced 12 Classes/ContractsAmerican Funds Retirement Income Portfolio – Moderate 12 Classes/Contracts

Pre-Effective Amendment to Registration Statement by an Open-End Management Investment Company   —   Form N-1A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-1A/A      American Funds Retirement Income Portfolio Series   HTML    910K 
15: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     12K 
 3: EX-99.2 BYLAWS  Exhibit B                                       HTML     28K 
 2: EX-99.A CHARTER  Exhibit A                                      HTML    151K 
 4: EX-99.D ADVSR CONTR  Exhibit D                                  HTML     23K 
 5: EX-99.E UNDR CONTR  Exhibit E                                   HTML    314K 
 6: EX-99.F BONUS PROFIT  Exhibit F                                 HTML     52K 
 7: EX-99.G CUST AGREEMT  Exhibit G                                 HTML    106K 
 8: EX-99.H OTH MAT CONT  Exhibit H                                 HTML     68K 
 9: EX-99.I LEGAL OPININ  Exhibit I                                 HTML     15K 
10: EX-99.J OTHER OPININ  Exhibit J                                 HTML      7K 
11: EX-99.L INT CAP AGRE  Exhibit L                                 HTML     10K 
12: EX-99.M 12B-1 PLAN  Exhibit M                                   HTML    140K 
13: EX-99.N 18F-3 PLAN  Exhibit N                                   HTML     27K 
14: EX-99.P CODE ETH  Exhibit P                                     HTML     53K 


‘EX-99.I LEGAL OPININ’   —   Exhibit I


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



[Morgan Lewis Letterhead]

 

Morgan, Lewis & Bockius LLP

355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106

Tel. 213.680.6646

Fax: 213.830.8605

www.morganlewis.com

 

Michael Glazer

Partner

+1. 213.680.6646

michael.glazer@morganlewis.com

 

 

June 24, 2015

 

American Funds Retirement Income Portfolio Series
333 South Hope Street
Los Angeles, California 90071-1406

Ladies and Gentlemen:

We have acted as counsel to American Funds Retirement Income Portfolio Series, a Delaware statutory trust (the “Trust”), in connection with Post- Effective Amendment Number 2 to the Trust’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the Securities and Exchange Commission (“SEC”) on or about June 26, 2015 (the “Registration Statement”), with respect to the issuance of Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-2E, Class R-3, Class R-4, Class R-5 and Class R-6 shares of beneficial interest (collectively, the “Shares”) of each of American Funds Retirement Income Portfolio – Conservative, American Funds Retirement Income Portfolio – Moderate, and American Funds Retirement Income Portfolio – Enhanced, each a series of the Trust. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”). You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents:

(a)A copy of the Agreement and Declaration of Trust of the Trust, as further amended and restated from time to time (the “Declaration”);
(b)A copy of the By-Laws of the Trust (the “By-Laws”);
(c)A copy of certain resolutions duly adopted by the current Board of Trustees of the Trust at a duly called meeting on June 11, 2015 at which a quorum of the members of the Board was present and acting throughout, approving the issuance of the Shares (the "Resolutions");
(d)A proof, received on June 24, 2015, of the Registration Statement; and
(e)A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Declaration, the By-Laws, the Resolutions, and the Registration Statement.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Securities and Exchange Commission will be in substantially the form of the proof referred to in paragraph (d) above. We have also assumed for the purposes of this opinion that the Declaration, the By-Laws and the Resolutions will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of the Shares.

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the internal substantive laws of the State of Delaware, as applied by courts located in Delaware (other than Delaware securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with the 1940 Act, or any other law or regulation applicable to the Trust, except for the internal substantive laws of the State of Delaware, as aforesaid, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and sold in accordance with the Declaration and the By-Laws and for the consideration described in the Registration Statement, will be validly issued, fully paid, and nonassessable by the Trust.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the SEC thereunder.

Very truly yours,

 


/s/ Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-1A/A’ Filing    Date    Other Filings
Filed on:6/26/15CORRESP
6/24/15
6/11/15
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/29/23  American Fds Retirement I… Series 485BPOS     1/01/24   19:11M                                    Inv Co. of America
12/30/22  American Fds Retirement I… Series 485BPOS     1/01/23   21:10M                                    Inv Co. of America
12/30/21  American Fds Retirement I… Series 485BPOS     1/01/22   24:11M                                    Inv Co. of America
12/31/20  American Fds Retirement I… Series 485BPOS     1/01/21   22:11M                                    Inv Co. of America
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Filing Submission 0000051931-15-000519   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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