INVESTMENT CO OF AMERICA
497, 1997-01-27
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THE FUND PROVIDES SPANISH TRANSLATIONS IN CONNECTION WITH THE PUBLIC OFFERING
AND SALE OF ITS SHARES.  THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH
TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
 
/s/ Vincent P. Corti
    Vincent P. Corti
    Secretary
<PAGE>
 
PROSPECTUS
for Eligible Retirement Plans
 
LOGO OF THE INVESTMENT COMPANY OF AMERICA(R)
 
An opportunity for long-term
growth of capital and income 
 
[LOGO OF THE AMERICAN FUNDS GROUP(R)] 
 
 
 
FEBRUARY 28, 1996
 
                       THE INVESTMENT COMPANY OF AMERICA
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
 
The fund's investment objectives are long-term growth of capital and income.
The fund strives to accomplish these objectives through constant supervision,
careful selection and broad diversification of a portfolio which ordinarily
consists principally of common stocks.
 
This prospectus relates only to shares of the fund offered without a sales
charge through eligible retirement plans. For a prospectus regarding shares of
the fund to be acquired otherwise, contact the Secretary of the fund at the
address indicated above.
 
This prospectus presents information you should know before investing in the
fund. It should be retained for future reference.
 
You may obtain the statement of additional information for the fund, dated
February 28, 1996, which contains the fund's financial statements, without
charge, by writing to the Secretary of the fund at the above address or
telephoning 800/421-0180. These requests will be honored within three business
days of receipt.
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED OR
GUARANTEED BY, THE U.S. GOVERNMENT, ANY FINANCIAL INSTITUTION, THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, ENTITY OR PERSON. THE
PURCHASE OF FUND SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
04-010-0296
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
            SUMMARY    This table is designed to help you understand costs of
        OF EXPENSES    investing in the fund. These are historical expenses;
                       your actual expenses may vary.
 
     Average annual    SHAREHOLDER TRANSACTION EXPENSES
 expenses paid over    Certain retirement plans may purchase shares of the
   a 10-year period    fund with no sales charge./1/ The fund also has no
           would be    sales charge on reinvested dividends, redemption fees
   approximately $8    or exchange fees.
 per year, assuming
           a $1,000    ANNUAL FUND OPERATING EXPENSES (as a percentage of 
   investment and a    average net assets)                               
   5% annual return                                                     
      with no sales
            charge.
 
<TABLE>               
              <S>                                                      <C>
              Management fees......................................... 0.26%
              12b-1 expenses.......................................... 0.21%/2/
              Other expenses (including audit, legal, shareholder
               services, transfer agent and custodian expenses)....... 0.13%
              Total company operating expenses........................ 0.60%
</TABLE>
 
                  
<TABLE>
<CAPTION>
              EXAMPLE                          1 YEAR 3 YEARS 5 YEARS 10 YEARS
              -------                          ------ ------- ------- --------
              <S>                              <C>    <C>     <C>     <C>
              You would pay the following
              cumulative expenses on a $1,000
              investment, assuming               $6     $19     $33     $75
              a 5% annual return./3/
</TABLE>
 
              /1/ Retirement plans of organizations with $100 million or more in
                  collective retirement plan assets may purchase shares of the
                  fund with no sales charge. In addition, any employer-sponsored
                  403(b) plan or defined contribution plan qualified under
                  Section 401(a) of the Internal Revenue Code including a
                  "401(k)" plan with 200 or more eligible employees or any other
                  plan that invests at least $1 million in shares of the fund
                  (or in combination with shares of other funds in The American
                  Funds Group other than the money market funds) may purchase
                  shares at net asset value; however, a contingent deferred
                  sales charge of 1% applies on certain redemptions made within
                  12 months following such purchases. (See "Redeeming Shares--
                  Contingent Deferred Sales Charge.")
 
              /2/ These expenses may not exceed 0.25% of the company's average
                  net assets annually. (See "Fund Organization and Management--
                  Plan of Distribution.") Due to these distribution expenses,
                  long-term shareholders may pay more than the economic
                  equivalent of the maximum front-end sales charge permitted by
                  the National Association of Securities Dealers.
                  
              /3/ Use of this assumed 5% return is required by the Securities
                  and Exchange Commission; it is not an illustration of past or
                  future investment results. THIS EXAMPLE SHOULD NOT BE
                  CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
                  EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. 
 
            TABLE OF CONTENTS
 
<TABLE>                      
  <S>                                          <C> 
  Summary of Expenses.......................    2     
  Financial Highlights......................    3     
  Investment Objectives and Policies........    3     
  Investment Techniques.....................    4     
  Investment Results........................    7     
  Dividends, Distributions and Taxes........    7     
  Fund Organization and Management..........    8     
  Purchasing Shares.........................    9     
  Shareholder Services......................   11     
  Redeeming Shares..........................   11     
</TABLE>                    
                            
2
 
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Price
         HIGHLIGHTS    Waterhouse LLP, independent accountants, whose unquali-
                       fied report relating to the most recent five years is
       (For a share    included in the statement of additional information.
        outstanding    This information should be read in conjunction with the
     throughout the    financial statements and accompanying notes which are
       fiscal year)    also included in the statement of additional informa-
                       tion.
      
<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31
                            -----------------------------------------------------------------------------------
                             1995     1994     1993     1992     1991     1990    1989    1988    1987    1986
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
  <S>                       <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>    
  Net Asset Value,
   Beginning of Year......  $ 17.67  $ 18.72  $ 17.89  $ 17.48  $ 14.52  $15.24  $12.94  $12.61  $13.19  $13.51
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
  Net investment income...      .52      .51      .54      .49      .51     .57     .61     .51     .46     .45
  Net realized and
   unrealized gain (loss)
   on investments.........     4.83     (.48)    1.51      .71     3.27    (.48)   3.13    1.14     .23    2.12
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Total from Investment
     Operations...........     5.35      .03     2.05     1.20     3.78     .09    3.74    1.65     .69    2.57
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
   LESS DISTRIBUTIONS:
   Dividends from net in-
    vestment
    income................     (.50)    (.48)    (.47)    (.47)    (.44)   (.59)   (.59)   (.56)   (.52)   (.44)
   Distributions from net
    realized gains........     (.91)    (.60)    (.75)    (.32)    (.38)   (.22)   (.85)   (.76)   (.75)  (2.45)
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Total Distributions...    (1.41)   (1.08)   (1.22)    (.79)    (.82)   (.81)  (1.44)  (1.32)  (1.27)  (2.89)
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Net Asset Value, End
     of Year..............  $ 21.61  $ 17.67  $ 18.72  $ 17.89  $ 17.48  $14.52  $15.24  $12.94  $12.61  $13.19
                            =======  =======  =======  =======  =======  ======  ======  ======  ======  ======
   Total Return/1/........    30.63%     .16%   11.62%    6.99%   26.54%    .68%  29.41%  13.34%   5.44%  21.74%
  RATIOS/SUPPLEMENTAL DA-
   TA:
   Net Assets, End of Year
    (in millions).........  $25,678  $19,280  $19,005  $15,428  $10,526  $5,923  $5,376  $4,119  $3,889  $3,730
   Ratios of Expenses to
    Average Net
    Assets................      .60%     .60%     .59%     .58%     .59%    .55%    .52%    .48%    .42%    .41%
   Ratio of Net Income to
    Average Net Assets....     2.70%    2.83%    3.03%    3.06%    3.29%   3.95%   4.11%   3.78%   3.14%   3.47%
   Portfolio Turnover Rate
     --common stocks......    20.91%   17.94%   19.57%    7.23%    5.79%   7.48%  14.47%  10.39%  10.76%  10.80%
     --investment securi-
    ties..................    20.37%   31.08%   17.57%    9.73%    6.21%  10.94%  18.22%  16.41%  11.47%  10.31%
</TABLE>
 --------
 
 /1/ Calculated with no sales charge.
 
         INVESTMENT    The fund's investment objectives are long-term growth
         OBJECTIVES    of capital and income. The fund strives to accomplish
       AND POLICIES    these objectives through constant supervision, careful
                       selection and broad diversification. In the selection
   The fund aims to    of securities for investment, the possibilities of
   provide you with    appreciation and potential dividends are given more
   long-term growth    weight than current yield. The fund ordinarily invests
     of capital and    principally in common stocks. However, assets may also
            income.    be held in securities convertible into common stocks,
                       straight debt securities (rated in the top three
                       quality categories by Standard & Poor's Corporation or
                       Moody's Investors Service, Inc. or determined to be of
                       equivalent quality by Capital Research and Management
                       Company), cash
 
                                                                              3
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       or cash equivalents, U.S. Government securities, or
                       nonconvertible preferred stocks. (See the statement of
                       additional information for a description of cash
                       equivalents.)
 
                       Additionally, the fund may from time to time invest in
                       common stocks and other securities of issuers domiciled
                       outside the U.S. (See "Investment Techniques--Investing
                       in Various Countries.")
 
                       The fund's investments are limited to securities in-
                       cluded on its eligible list, which consists of securi-
                       ties deemed suitable investment media in light of the
                       fund's investment objectives and policies. Securities
                       are added to, or deleted from, the eligible list by the
                       board of directors, reviewing and acting upon the rec-
                       ommendations of Capital Research and Management Compa-
                       ny.
 
                       The fund's investment restrictions (which are described
                       in the statement of additional information) and objec-
                       tives cannot be changed without shareholder approval.
                       All other investment practices may be changed by the
                       fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVES CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
         INVESTMENT    RISKS OF INVESTING Because the fund invests in stocks,
         TECHNIQUES    it is subject to market risks, including, for example,
                       the possibility that stock prices in general may de-
       Investing in    cline over short or even extended periods. The fund may
    stocks involves    also invest in fixed-income securities, including
     certain risks.    bonds, which have market values which tend to vary in-
                       versely with the level of interest rates--when interest
                       rates rise, their values will tend to decline and vice
                       versa. Although under normal market conditions longer
                       term securities yield more than shorter term securities
                       of similar quality, they are subject to greater price
                       fluctuations. These fluctuations in the value of the
                       investments will be reflected in the fund's net asset
                       value per share.
 
                       INVESTING IN VARIOUS COUNTRIES Generally, the fund will
                       invest no more than approximately 10% of its assets in
                       securities of issuers that are not included in the
                       Standard & Poor's 500 Composite Index (a broad measure
                       of the U.S. stock market) and that are domiciled
                       outside the U.S. Of course, investing internationally
                       involves special risks caused by, among other things:
                       fluctuating currency values; different accounting,
                       auditing, and financial reporting regulations and
                       practices in some countries; changing local and
                       regional economic, political, and social conditions;
                       differing securities market structures; and occasional
                       administrative difficulties such as delays in clearing
                       and settling portfolio transactions or in receiving
                       payment of dividends.
 
4
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       However, in the opinion of Capital Research and
                       Management Company, global investing also can reduce
                       certain portfolio risks due to greater diversification
                       opportunities.
 
                       Additional costs could be incurred in connection with
                       the fund's investment activities outside the U.S.
                       Brokerage commissions are generally higher outside the
                       U.S., and the fund will bear certain expenses in
                       connection with its currency transactions. The fund may
                       enter into currency exchange contracts for the purpose
                       of fixing the dollar cost or proceeds for a
                       transaction. Furthermore, increased custodian costs may
                       be associated with the maintenance of assets in certain
                       jurisdictions.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolio of the fund is divided into
                       segments which are managed by individual counselors.
                       Each counselor decides how their segment will be
                       invested (within the limits provided by the fund's
                       objectives and policies and by Capital Research and
                       Management Company's investment committee). In
                       addition, Capital Research and Management Company's
                       research professionals make investment decisions with
                       respect to a portion of the fund's portfolio. The
                       primary individual portfolio counselors for the fund
                       are listed on the next page.
 
                                                                              5
 
 
<PAGE>
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                      YEARS OF EXPERIENCE
                                                                         AS INVESTMENT
                                                                         PROFESSIONAL
                                                                         (APPROXIMATE)
                                                YEARS OF EXPERIENCE
                                                   AS PORTFOLIO
     PORTFOLIO                                    COUNSELOR (AND
COUNSELORS FOR THE                                   RESEARCH
INVESTMENT COMPANY        PRIMARY TITLE(S)        PROFESSIONAL IF     WITH CAPITAL
    OF AMERICA                                    APPLICABLE) FOR     RESEARCH AND
                                                  THE INVESTMENT       MANAGEMENT
                                                COMPANY OF AMERICA   COMPANY OR ITS  TOTAL
                                                   (APPROXIMATE)       AFFILIATES    YEARS
- ---------------------------------------------------------------------------------------------
<S>                  <C>                        <C>                 <C>              <C>
 Jon B. Lovelace,    Chairman of the Board of   38 years (plus 5       44 years      44 years
  Jr.                the Fund. Vice Chairman    years as a research                  
                     of the Board of Directors  professional prior
                     and Chairman of the        to becoming
                     Executive Committee,       portfolio counselor
                     Capital Research and       for the fund)
                     Management Company    
                    
 William C. Newton   President and Director of  34 years               37 years      43 years
                     the Fund. Senior Partner, 
                     The Capital Group 
                     Partners L.P.*
 
 William R. Grimsley Senior Vice President of   24 years               26 years      33 years
                     the Fund. Senior Vice                                                            
                     President and Director,
                     Capital Research and
                     Management Company
 
 R. Michael Shanahan Senior Vice President of   5 years (plus 13       31 years      31 years
                     the Fund. Chairman         years as an                          
                     of the Board and           investment
                     Principal Executive        professional prior
                     Officer, Capital           to becoming a
                     Research and Management    portfolio counselor
                     Company                    for the fund)
 
 Gregg E. Ireland    Vice President of the      4 years (plus 10       23 years      23 years
                     Fund. Vice President,      years as a research                  
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 James B. Lovelace   Vice President of the      4 years (plus 4        14 years      14 years
                     Fund. Vice President,      years as a research                  
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 Donald D. O'Neal    Vice President of the      4 years (plus 4        11 years      11
                     Fund. Vice President,      years as a research                  years
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 Dina N. Perry       Vice President, Capital    2 years (plus 2         4 years      29
                     Research and Management    years as a research                  years
                     Company                    professional prior
                                                to becoming a
                                                portfolio counselor
                                                for the fund)
- ---------------------------------------------------------------------------------------------
* Company affiliated with Capital Research and Management Company
- --------------------------------------------------------------------------------------------- 
</TABLE> 
 
6
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
 INVESTMENT RESULTS    The fund may from time to time compare its investment
                       results to various unmanaged indices or other mutual
       The fund has    funds in reports to shareholders, sales literature and
   averaged a total    advertisements. The results may be calculated on a to-
      return (at no    tal return, yield and/or distribution rate basis for
   sales charge) of    various periods, with or without sales charges. Results
 13.20% a year over    calculated without a sales charge will be higher. Total
       its lifetime    returns assume the reinvestment of all dividends and
   (January 1, 1934    capital gain distributions.
   through December  
         31, 1995).    The fund's yield and the average annual total returns   
                       are calculated with no sales charge in accordance with  
                       Securities and Exchange Commission requirements. The    
                       fund's distribution rate is calculated by dividing the  
                       dividends paid by the fund over the last 12 months by   
                       the sum of the month-end price and the capital gains    
                       paid over the last 12 months. For the 30-day period     
                       ended December 31, 1995, the fund's SEC yield was 2.49% 
                       and the distribution rate was 2.22% with no sales       
                       charge. The SEC yield reflects income earned by the     
                       fund, while the distribution rate reflects dividends    
                       paid by the fund. The fund's total return over the past 
                       12 months and average annual total returns over the     
                       past five-year and ten-year periods, as of December 31, 
                       1995, were 30.63%, 14.60%, and 14.12%, respectively. Of 
                       course, past results are not an indication of future    
                       results. Further information regarding the fund's       
                       investment results is contained in the fund's annual    
                       report which may be obtained without charge by writing  
                       to the Secretary of the fund at the address indicated   
                       on the cover of this prospectus.
                     
         DIVIDENDS,    DIVIDENDS AND DISTRIBUTIONS Dividends are usually paid
  DISTRIBUTIONS AND    in March, June, September and December. Capital gains,
              TAXES    if any, are usually distributed in December. When a
                       dividend or capital gain is distributed, the net asset
             Income    value per share is reduced by the amount of the pay-
  distributions are    ment.
    usually made in  
       March, June,    The terms of your plan will govern how your plan may    
      September and    receive distributions from the fund. Generally, peri-   
          December.    odic distributions from the fund to your plan are rein- 
                       vested in additional fund shares, although your plan    
                       may permit fund distributions from net investment in-   
                       come to be received by you in cash while reinvesting    
                       capital gains distributions in additional shares or all 
                       fund distributions to be received in cash. Unless you   
                       select another option, all distributions will be rein-  
                       vested in additional fund shares. 
                   
                       FEDERAL TAXES The fund intends to operate as a
                       "regulated investment company" under the Internal
                       Revenue Code. In any fiscal year in which the fund so
                       qualifies and distributes to shareholders all of its
                       net investment income and net capital gains, the fund
                       itself is relieved of federal income tax. The tax
                       treatment of redemptions from a retirement plan may
                       differ from redemptions from an ordinary shareholder
                       account.
 
                       Please see the statement of additional information and
                       your tax adviser for further information.
 
                                                                              7
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
               FUND    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
       ORGANIZATION    end, diversified management investment company, was or-
                AND    ganized as a Delaware corporation in 1933. The fund's
         MANAGEMENT    board supervises fund operations and performs duties
                       required by applicable state and federal law. Members
      The fund is a    of the board who are not employed by Capital Research
      member of The    and Management Company or its affiliates are paid cer-
     American Funds    tain fees for services rendered to the fund as de-
    Group, which is    scribed in the statement of additional information.
  managed by one of    They may elect to defer all or a portion of these fees
    the largest and    through a deferred compensation plan in effect for the
   most experienced    fund. All shareholders have one vote per share owned
         investment    and, at the request of the holders of at least 10% of
          advisers.    the shares, the fund will hold a meeting at which any
                       member of the board could be removed by a majority
                       vote.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071 and at 135 South State College
                       Boulevard, Brea, CA 92621. Capital Research and
                       Management Company manages the investment portfolio and
                       business affairs of the fund and receives a fee at the
                       annual rate of 0.39% on the first $1.0 billion of the
                       fund's net assets, plus 0.336% on net assets over
                       $1 billion to $2 billion, plus 0.30% on net assets over
                       $2 billion to $3 billion, plus 0.276% on net assets
                       over $3 billion to $5 billion, plus 0.258% on net
                       assets over $5 billion to $8 billion, plus 0.246% on
                       net assets over $8 billion to $13 billion, plus 0.24%
                       on net assets over $13 billion to $21 billion, plus
                       0.235% on net assets over $21 billion to $34 billion,
                       plus 0.231% on net assets in excess of $34 billion.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendations
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.) This policy has also been incorporated
                       into the fund's "code of ethics" which is available
                       from the fund's Secretary upon request.
 
8
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       PORTFOLIO TRANSACTIONS Orders for the fund's portfolio
                       securities transactions are placed by Capital Research
                       and Management Company, which strives to obtain the
                       best available prices, taking into account the costs
                       and quality of executions. In the over-the-counter
                       market, purchases and sales are transacted directly
                       with principal market-makers except in those
                       circumstances where it appears better prices and
                       executions are available elsewhere.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and
                       executions, preference may be given to brokers that
                       have sold shares of the fund or have provided
                       investment research, statistical, and other related
                       services for the benefit of the fund and/or of other
                       funds served by Capital Research and Management
                       Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors, Inc. is
                       located at 333 South Hope Street, Los Angeles, CA
                       90071, 135 South State College Boulevard, Brea, CA
                       92621, 8000 IH-10 West, San Antonio, TX 78230, 8332
                       Woodfield Crossing Boulevard, Indianapolis, IN 46240,
                       and 5300 Robin Hood Road, Norfolk, VA 23513. Telephone
                       conversations with American Funds Distributors may be
                       recorded or monitored for verification, recordkeeping
                       and quality assurance purposes.
 
                       PLAN OF DISTRIBUTION The fund has a plan of
                       distribution or "12b-1 Plan" under which it may finance
                       activities primarily intended to sell shares, provided
                       these expenses are approved in advance by the board and
                       the expenses paid under the plan were incurred within
                       the last 12 months and accrued while the plan is in
                       effect. Expenditures by the fund under the plan may not
                       exceed 0.25% of its average net assets annually (all of
                       which may be for service fees).
 
                       TRANSFER AGENT American Funds Service Company, 800/421-
                       0180, a wholly owned subsidiary of Capital Research and
                       Management Company, is the transfer agent and performs
                       shareholder service functions. American Funds Service
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071, 135 South State College Boulevard,
                       Brea, CA 92621, 8000 IH-10 West, San Antonio, TX 78230,
                       8332 Woodfield Crossing Boulevard, Indianapolis, IN
                       46240, and 5300 Robin Hood Road, Norfolk, VA 23513. It
                       was paid a fee of $19,172,000 for the fiscal year ended
                       December 31, 1995. Telephone conversations with
                       American Funds Service Company may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
        PURCHASING     ALL ORDERS TO PURCHASE SHARES MUST BE MADE THROUGH YOUR
            SHARES     RETIREMENT PLAN. FOR MORE INFORMATION ABOUT HOW TO PUR-
                       CHASE SHARES OF THE FUND THROUGH YOUR EMPLOYER'S PLAN
                       OR LIMITATIONS ON THE AMOUNT THAT MAY BE PURCHASED,
                       PLEASE CONSULT WITH YOUR EMPLOYER. Shares are
 
                                                                              9
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       sold to eligible retirement plans at the net asset
                       value per share next determined after receipt of an or-
                       der by the fund or American Funds Service Company. Or-
                       ders must be received before the close of regular trad-
                       ing on the New York Stock Exchange in order to receive
                       that day's net asset value. Plans of organizations with
                       collective retirement plan assets of $100 million or
                       more may purchase shares at net asset value. In addi-
                       tion, any employer-sponsored 403(b) plan or defined
                       contribution plan qualified under Section 401(a) of the
                       Internal Revenue Code including a "401(k)" plan with
                       200 or more eligible employees or any other plan that
                       invests at least $1 million in shares of the fund (or
                       in combination with shares of other funds in The Ameri-
                       can Funds Group other than the money market funds) may
                       purchase shares at net asset value; however, a contin-
                       gent deferred sales charge of 1% is imposed on certain
                       redemptions made within twelve months of such purchase.
                       (See "Redeeming Shares--Contingent Deferred Sales
                       Charge.") Plans may also qualify to purchase shares at
                       net asset value by completing a statement of intention
                       to purchase $1 million in fund shares subject to a com-
                       mission over a maximum of 13 consecutive months. Cer-
                       tain redemptions of such shares may also be subject to
                       a contingent deferred sales charge as described above.
                       (See the statement of additional information.)
 
                       The minimum initial investment is $250, except that the
                       money market funds have a minimum of $1,000 for indi-
                       vidual retirement accounts (IRAs). Minimums are reduced
                       to $50 for purchases through "Automatic Investment
                       Plans" (except for the money market funds) or to $25
                       for purchases by retirement plans through payroll de-
                       ductions and may be reduced or waived for shareholders
                       of other funds in The American Funds Group.
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will, during cal-
                       endar year 1996, provide additional promotional incen-
                       tives to dealers. Currently these incentives are lim-
                       ited to the top one hundred dealers who have sold
                       shares of the fund or other funds in The American Funds
                       Group. Such incentive payments will be based on a pro
                       rata share of a qualifying dealer's sales. American
                       Funds Distributors will, on an annual basis, determine
                       the advisability of continuing these payments.
 
                       Qualified dealers currently are paid a continuing serv-
                       ice fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund Organi-
                       zation and Management--Plan of Distribution.") These
                       services include processing purchase and redemption
                       transactions, establishing shareholder accounts and
                       providing certain information and assistance with re-
                       spect to the fund.
 
                       Shares of the fund are offered to other shareholders
                       pursuant to another prospectus at public offering
                       prices that may include an initial sales charge.
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<PAGE>
 
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                       SHARE PRICE Shares are offered to eligible retirement
                       plans at the net asset value next determined after the
                       order is received by the fund or American Funds Service
                       Company. In the case of orders sent directly to the
                       fund or American Funds Service Company, an investment
                       dealer MUST be indicated. Dealers are responsible for
                       promptly transmitting orders. (See the statement of
                       additional information under "Purchase of Shares--Price
                       of Shares.")
 
                       The fund's net asset value per share is determined as
                       of the close of trading (currently 4:00 p.m., New York
                       time) on each day the New York Stock Exchange is open.
                       The current value of the fund's total assets, less all
                       liabilities, is divided by the total number of shares
                       outstanding and the result, rounded to the nearer cent,
                       is the net asset value per share.
 
        SHAREHOLDER    Subject to any restrictions contained in your plan, you
           SERVICES    can exchange your shares for shares of other funds in
                       The American Funds Group which are offered through the
                       plan at net asset value. In addition, again depending
                       on any restrictions in your plan, you may be able to
                       exchange shares automatically or cross-reinvest
                       dividends in shares of other funds. Contact your plan
                       administrator/trustee regarding how to use these
                       services. Also, see the fund's statement of additional
                       information for a description of these and other
                       services that may be available through your plan. These
                       services are available only in states where the fund to
                       be purchased may be legally offered and may be
                       terminated or modified at any time upon 60 days'
                       written notice.
 
          REDEEMING    Subject to any restrictions imposed by your plan, you
             SHARES    can sell your shares through the plan any day the New
                       York Stock Exchange is open. For more information about
                       how to sell shares of the fund through your retirement
                       plan, including any charges that may be imposed by the
                       plan, please consult with your employer.
 
                       By contacting  Your plan administrator/trustee must    
                       your plan      send a letter of instruction            
                       administrator/ specifying the name of the fund, the    
                       trustee        number of shares or dollar amount to    
                                      be sold, and, if applicable, your        
                                      name and account number. For your        
                                      protection, if you redeem more than      
                                      $50,000, the signatures of the           
                                      registered owners or their legal         
                                      representatives must be guaranteed by    
                                      a bank, savings association, credit      
                                      union, or member firm of a domestic      
                                      stock exchange or the National           
                                      Association of Securities Dealers,       
                                      Inc., that is an eligible guarantor      
                                      institution. Your plan                   
                                      administrator/trustee should verify      
                                      with the institution that it is an       
                                      eligible guarantor prior to signing.     
                                      Additional documentation may be          
                                      required to redeem shares from           
                                      certain accounts. Notarization by a      
                                      Notary Public is not an acceptable       
                                      signature guarantee.   
                       --------------------------------------------------------
                       By contacting  Shares may also be redeemed through
                       your           an investment dealer; however you or
                       investment     your plan may be charged for this
                       dealer         service. SHARES HELD FOR YOU IN AN
                                      INVESTMENT DEALER'S STREET NAME MUST
                                      BE REDEEMED THROUGH THE DEALER.
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER AND
                       ALL REQUIRED DOCUMENTATION ARE
 
                                                                             11
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       RECEIVED BY THE FUND OR AMERICAN FUNDS SERVICE COMPANY.
                       (SEE "PURCHASING SHARES--SHARE PRICE.")
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions made
                       within 12 months of purchase on investments of $1
                       million or more and on any investment made with no
                       initial sales charge by any employer-sponsored 403(b)
                       plan or defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; for redemptions resulting from participant-
                       directed switches among investment options within a
                       participant-directed employer-sponsored retirement
                       plan; and for redemptions in connection with loans made
                       by qualified retirement plans.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because the fund's
                       net asset value fluctuates, reflecting the market value
                       of the portfolio, the amount you receive for shares
                       redeemed may be more or less than the amount paid for
                       them.
 
                       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 15 calendar 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 Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
                       [RECYCLE LOGO]   This prospectus has been printed on
                                        recycled paper that meets the
                                        guidelines of the United States
                                        Environmental Protection Agency.
 
                        THIS PROSPECTUS RELATES ONLY TO SHARES OF THE FUND
                        OFFERED WITHOUT A SALES CHARGE TO ELIGIBLE RETIREMENT
                        PLANS. FOR A PROSPECTUS REGARDING SHARES OF THE FUND
                        TO BE ACQUIRED OTHERWISE, CONTACT THE SECRETARY OF
                        THE FUND AT THE ADDRESS INDICATED ON THE FRONT.
 
 
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