-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UYZ/QNg2iYfgfbsULQB6SaRPQYsogh9pvgaQm1n4nxPkppGTuFQW7bL8W6b9doed GhFlbkbg+WNdmcRmASt7iQ== 0000051931-07-000091.txt : 20070228 0000051931-07-000091.hdr.sgml : 20070228 20070228133317 ACCESSION NUMBER: 0000051931-07-000091 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070228 DATE AS OF CHANGE: 20070228 EFFECTIVENESS DATE: 20070301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00116 FILM NUMBER: 07656596 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (TODP) CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-486-9200 MAIL ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (TODP) CITY: LOS ANGELES STATE: CA ZIP: 90071 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-10811 FILM NUMBER: 07656597 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (TODP) CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-486-9200 MAIL ADDRESS: STREET 1: 333 S HOPE ST - 55TH FL (TODP) CITY: LOS ANGELES STATE: CA ZIP: 90071 0000051931 S000009597 INVESTMENT CO OF AMERICA C000026214 Class A AIVSX C000026215 Class R-1 RICAX C000026216 Class R-2 RICBX C000026217 Class R-3 RICCX C000026218 Class R-4 RICEX C000026219 Class R-5 RICFX C000026220 Class B AICBX C000026221 Class C AICCX C000026222 Class F AICFX C000026223 Class 529-A CICAX C000026224 Class 529-B CICBX C000026225 Class 529-C CICCX C000026226 Class 529-E CICEX C000026227 Class 529-F CICFX 485BPOS 1 ica485bpos.htm INVESTMENT COMPANY OF AMERICA Investment Company of America
SEC File Nos. 002-10811
811-00116

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM N-1A

Registration Statement
Under
the Securities Act of 1933
Post-Effective Amendment No. 113

and

Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 37
__________________


THE INVESTMENT COMPANY OF AMERICA
(Exact Name of Registrant as Specified in Charter)

333 South Hope Street
Los Angeles, California 90071-1406
(Address of Principal Executive Offices)

Registrant's telephone number, including area code:
(213) 486-9200
__________________

Vincent P. Corti
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071-1406
(Name and Address of Agent for Service)
__________________

Copies to:
Eric A.S. Richards
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2899
(Counsel for the Registrant)
__________________




Approximate date of proposed public offering:
It is proposed that this filing become effective on March 1, 2007, pursuant to paragraph (b) of rule 485.
 
 
 
 
 
 
 
<PAGE>





[logo - American Funds(R)]              The right choice for the long term/(R)/




The Investment
Company of America/(R)/





PROSPECTUS






March 1, 2007







TABLE OF CONTENTS

 1    Risk/Return summary
 5    Fees and expenses of the fund
 7    Investment objectives, strategies and risks
11    Management and organization
15    Shareholder information
16    Choosing a share class
18    Purchase and exchange of shares
22    Sales charges
25    Sales charge reductions and waivers
28    Rollovers from retirement plans to IRAs
28    Plans of distribution
29    Other compensation to dealers
29    How to sell shares
31    Distributions and taxes
32    Financial highlights



 THE 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.



<PAGE>

[This page was intentionally left blank.]



<PAGE>

Risk/Return summary

The fund seeks to make your investment grow and provide you with income over
time by investing primarily in common stocks that offer growth and dividend
potential.

The fund is designed for investors seeking both capital appreciation and income.
Your investment in the fund is subject to risks, including the possibility that
the fund's income and the value of its portfolio holdings may fluctuate in
response to events specific to the companies or markets in which the fund
invests, as well as economic, political or social events in the United States or
abroad.

The fund's investments are limited to securities of companies that are included
on its eligible list. Changes to the eligible list are reviewed and authorized
by the fund's board of directors at the recommendation of Capital Research and
Management Company, the fund's investment adviser.

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 government
agency, entity or person.

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.


                                       1

                                 The Investment Company of America / Prospectus

<PAGE>

HISTORICAL INVESTMENT RESULTS

The bar chart below shows how the fund's investment results have varied from
year to year, and the Investment Results table on page 4 shows how the fund's
average annual total returns for various periods compare with different broad
measures of market performance. This information provides some indication of the
risks of investing in the fund. All fund results reflect the reinvestment of
dividends and capital gain distributions, if any. Unless otherwise noted, fund
results reflect any fee waivers and/or expense reimbursements in effect during
the period presented. Past results (before and after taxes) are not predictive
of future results.



CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

(Results do not include a sales charge; if a sales charge were included,
 results would be lower.)

[begin bar chart]

1997            29.81
1998            22.93
1999            16.55
2000             3.84
2001            -4.59
2002           -14.47
2003            26.30
2004             9.78
2005             6.87
2006            15.94

[end bar chart]





Highest/Lowest quarterly results during this time period were:




HIGHEST            17.34%      (quarter ended December 31, 1998)
LOWEST            -14.51%      (quarter ended September 30, 2002)






                                       2

The Investment Company of America / Prospectus


<PAGE>



Unlike the bar chart on the previous page, the Investment Results table on the
following page reflects, as required by Securities and Exchange Commission
rules, the fund's investment results with the following maximum initial or
contingent deferred sales charges imposed:

 . Class A share results reflect the maximum initial sales charge of 5.75%. This
   charge is reduced for purchases of $25,000 or more and eliminated for
   purchases of $1 million or more.

 . Class B share results reflect the applicable contingent deferred sales
   charge. For example, results for the one-year period shown reflect a
   contingent deferred sales charge of 5%. These charges begin to decline one
   year after purchase and are eliminated six years after purchase.

 . Class C share results for the one-year period shown reflect a contingent
   deferred sales charge of 1%, which only applies if shares are sold within one
   year of purchase.

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

Results would be higher if calculated without sales charges. The references
above to Class A, B, C or F sales charges also refer to the corresponding Class
529-A, 529-B, 529-C or 529-F sales charges.

The Investment Results table shows the fund's results on both a pretax and
after-tax basis, as required by Securities and Exchange Commission rules.
After-tax returns are shown only for Class A shares; after-tax returns for other
share classes will vary. Total returns shown "after taxes on distributions"
reflect the effect of taxes on distributions (for example, dividends or capital
gain distributions) by the fund. Total returns shown "after taxes on
distributions and sale of fund shares" assume that you sold your fund shares at
the end of the particular time period and, as a result, reflect the effect of
both taxes on distributions by the fund and taxes on any gain or loss realized
upon the sale of the shares. After-tax returns are calculated using the highest
individual federal income tax rates in effect during each year of the periods
shown and do not reflect the impact of state and local taxes.

YOUR ACTUAL AFTER-TAX RETURNS DEPEND ON YOUR INDIVIDUAL TAX SITUATION AND LIKELY
WILL DIFFER FROM THE RESULTS SHOWN BELOW. IN ADDITION, AFTER-TAX RETURNS MAY NOT
BE RELEVANT IF YOU HOLD YOUR FUND SHARES THROUGH A TAX-DEFERRED ARRANGEMENT,
SUCH AS A 401(K) PLAN, INDIVIDUAL RETIREMENT ACCOUNT (IRA) OR 529 COLLEGE
SAVINGS PLAN.

Unlike the Investment Results table on page 4, the Additional Investment Results
table on page 9 reflects the fund's results calculated without sales charges.


                                       3

                                 The Investment Company of America / Prospectus

<PAGE>



 INVESTMENT RESULTS (WITH MAXIMUM SALES CHARGES)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                       1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- -------------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34
 Before taxes                          9.28%    6.73%    9.82%       12.82%
 After taxes on distributions          7.99     5.89     8.23          N/A
 After taxes on distributions and      7.72     5.58     7.93          N/A
 sale of fund shares
- -------------------------------------------------------------------------------





                                    1 YEAR  5 YEARS   LIFETIME/1/
- ------------------------------------------------------------------

 CLASS B -- FIRST SOLD 3/15/00
 Before taxes                       10.04%   6.85%       5.25%
- ------------------------------------------------------------------
 CLASS C -- FIRST SOLD 3/15/01
 Before taxes                       14.00    7.09        6.05
- ------------------------------------------------------------------
 CLASS F -- FIRST SOLD 3/15/01
 Before taxes                       15.95    7.92        6.88
- ------------------------------------------------------------------
 CLASS 529-A -- FIRST SOLD 2/15/02
 Before taxes                        9.21     N/A        7.31
- ------------------------------------------------------------------
 CLASS 529-B -- FIRST SOLD 2/15/02
 Before taxes                        9.90     N/A        7.38
- ------------------------------------------------------------------
 CLASS 529-C -- FIRST SOLD 2/19/02
 Before taxes                       13.94     N/A        8.06
- ------------------------------------------------------------------
 CLASS 529-E -- FIRST SOLD 3/1/02
 Before taxes                       15.52     N/A        7.84
- ------------------------------------------------------------------
 CLASS 529-F -- FIRST SOLD 9/16/02
 Before taxes                       16.10     N/A       13.34
- ------------------------------------------------------------------





                                   1 YEAR   5 YEARS   10 YEARS    LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES (BEFORE TAXES)
 S&P 500/3/                        15.78%    6.19%      8.42%        11.33%
 Lipper Growth and Income Funds    15.57     7.59       8.01           N/A
  Index/4/
 Class A annualized 30-day yield at December 31, 2006: 2.04%/5/
 (For current yield information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.


/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.

/5/  Reflects a fee waiver (2.02% without the waiver) as described in the Annual
     Fund Operating Expenses table under "Fees and expenses of the fund."


                                       4

The Investment Company of America / Prospectus


<PAGE>

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.


 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                        CLASS A/1/  CLASS B/1/  CLASS C/1/  CLASS 529-E/2/   CLASS F/1/,/3/
- --------------------------------------------------------------------------------------------

 Maximum initial sales
 charge on purchases    5.75%/4/       none        none          none             none
 (as a percentage of
 offering price)
- --------------------------------------------------------------------------------------------
 Maximum sales charge      none        none        none          none             none
 on reinvested
 dividends
- --------------------------------------------------------------------------------------------
 Maximum contingent        none/5/    5.00%/6/    1.00%/7/       none             none
 deferred sales charge
- --------------------------------------------------------------------------------------------
 Redemption or             none        none        none          none             none
 exchange fees





 ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
                                    CLASS A  CLASS B  CLASS C  CLASS F
- -------------------------------------------------------------------------------

 Management fees/8/                  0.24%    0.24%    0.24%    0.24%
- -------------------------------------------------------------------------------
 Distribution and/or service         0.23     1.00     1.00     0.25
 (12b-1) fees/9/
- -------------------------------------------------------------------------------
 Other expenses/10/                  0.10     0.10     0.17     0.11
- -------------------------------------------------------------------------------
 Total annual fund operating         0.57     1.34     1.41     0.60
 expenses/8/
                                     CLASS    CLASS    CLASS    CLASS    CLASS
                                     529-A    529-B    529-C    529-E    529-F
- -------------------------------------------------------------------------------
 Management fees/8/                  0.24%    0.24%    0.24%    0.24%    0.24%
- -------------------------------------------------------------------------------
 Distribution and/or service         0.20     1.00     1.00     0.50       --
 (12b-1) fees/11/
- -------------------------------------------------------------------------------
 Other expenses/10/,/12/             0.20     0.23     0.22     0.21     0.21
- -------------------------------------------------------------------------------
 Total annual fund operating         0.64     1.47     1.46     0.95     0.45
 expenses/8/



/1/  Includes corresponding 529 share class. Accounts holding these 529 shares are
     subject to a $10 account setup fee and an annual $10 account maintenance fee,
     which are not reflected in this table.
/2/  Available only to employer-sponsored 529 plans. Accounts holding these shares
     are subject to a $10 account setup fee and an annual $10 account maintenance
     fee, which are not reflected in this table.
/3/  Class F and 529-F shares are generally available only to fee-based programs of
     investment dealers that have special agreements with the fund's distributor and
     to certain registered investment advisers.
/4/  The initial sales charge is reduced for purchases of $25,000 or more and
     eliminated for purchases of $1 million or more.
/5/  A contingent deferred sales charge of 1.00% applies on certain redemptions
     made within one year following purchases of $1 million or more made without an
     initial sales charge.
/6/  The contingent deferred sales charge is reduced one year after purchase and
     eliminated six years after purchase.
/7/  The contingent deferred sales charge is eliminated one year after purchase.
/8/  The fund's investment adviser is currently waiving 10% of its management fee.
     The waiver may be discontinued at any time in consultation with the fund's
     board, but it is expected to continue at this level until further review. The
     fund's investment adviser and board intend to review the waiver as
     circumstances warrant. Management fees and total expenses do not reflect any
     waiver. Information regarding the effect of any waiver on total annual fund
     operating expenses can be found in the Financial Highlights table in this
     prospectus and in the fund's annual report.
/9/  Class A and F 12b-1 fees may not exceed .25% and .50%, respectively, of each
     class' average net assets annually. Class B and C 12b-1 fees may not exceed
     1.00% of each class' average net assets annually.

/10/ Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
     payments and various other expenses. Subtransfer agent/recordkeeping payments
     may be made to third parties (including affiliates of the fund's investment
     adviser) that provide subtransfer agent, recordkeeping and/or shareholder
     services with respect to certain shareholder accounts in lieu of the transfer
     agent providing such services. The amount paid for subtransfer
     agent/recordkeeping services will vary depending on the share class and
     services provided, and typically ranges from $3 to $19 per account.

/11/ Class 529-A and 529-F 12b-1 fees may not exceed .50% of each class' average
     net assets annually. Class 529-B and 529-C 12b-1 fees may not exceed 1.00% of
     each class' average net assets annually. Class 529-E 12b-1 fees may not exceed
     .75% of the class' average net assets annually.
/12/ Includes .10% paid to a state or states for oversight and administrative
     services.


                                       5

                                 The Investment Company of America / Prospectus

<PAGE>

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any fee waivers
or expense reimbursements. The examples assuming redemption do not reflect the
effect of any taxable gain or loss at the time of the redemption.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:


                                           1 YEAR  3 YEARS  5 YEARS   10 YEARS
- ---------------------------------------------------------------------------------

 Class A/1/                                   $630    $747    $  875     $1,248
- ---------------------------------------------------------------------------------
 Class B -- assuming redemption/2/             636     825       934      1,401
- ---------------------------------------------------------------------------------
 Class B -- assuming no redemption/3/          136     425       734      1,401
- ---------------------------------------------------------------------------------
 Class C -- assuming redemption/4/             244     446       771      1,691
- ---------------------------------------------------------------------------------
 Class C -- assuming no redemption             144     446       771      1,691
- ---------------------------------------------------------------------------------
 Class F -- excluding intermediary fees/5/      61     192       335        750
- ---------------------------------------------------------------------------------
 Class 529-A/1/,/6/                            657     808       970      1,433
- ---------------------------------------------------------------------------------
 Class 529-B -- assuming redemption/2/,/6/     669     904     1,060      1,634
- ---------------------------------------------------------------------------------
 Class 529-B -- assuming no redemption/3/,/6/  169     504       860      1,634
- ---------------------------------------------------------------------------------
 Class 529-C -- assuming redemption/4/,/6/     268     501       855      1,846
- ---------------------------------------------------------------------------------
 Class 529-C -- assuming no redemption/6/      168     501       855      1,846
- ---------------------------------------------------------------------------------
 Class 529-E/6/                                117     342       584      1,270
- ---------------------------------------------------------------------------------
 Class 529-F -- excluding intermediary          66     184       311        674
  fees/5/,/6/




/1/  Reflects the maximum initial sales charge in the first year.
/2/  Reflects applicable contingent deferred sales charges through year six and
     Class A or 529-A expenses for years nine and 10 because Class B and 529-B
     shares automatically convert to Class A and 529-A shares, respectively, after
     eight years.
/3/  Reflects Class A or 529-A expenses for years nine and 10 because Class B and
     529-B shares automatically convert to Class A and 529-A shares, respectively,
     after eight years.
/4/  Reflects a contingent deferred sales charge in the first year.
/5/  Does not include fees charged by financial intermediaries, which are
     independent of fund expenses and will increase the overall cost of your
     investment. Intermediary fees typically range from .75% to 1.50% of assets
     annually depending on the services offered.

/6/  Reflects an initial $10 account setup fee and an annual $10 account
     maintenance fee.


                                       6

The Investment Company of America / Prospectus


<PAGE>

Investment objectives, strategies and risks

The fund's investment objectives are to achieve long-term growth of capital and
income. The fund strives to accomplish these objectives through extensive U.S.
and global research, careful selection and broad diversification. In the
selection of securities for investment, potential for capital appreciation and
future dividends are given more weight than current yield. The fund invests
primarily in common stocks. The fund's investments are limited to securities of
companies that are included on its eligible list, which consists of securities
deemed suitable by the fund's investment adviser in light of the fund's
investment objectives and policies. Securities are added to, or deleted from,
the eligible list by the board of directors, after reviewing and acting upon the
recommendations of the investment adviser.

The prices of, and the income generated by, securities held by the fund may
decline in response to certain events, including those directly involving the
companies whose securities are owned by the fund; conditions affecting the
general economy; overall market changes; local, regional or global political,
social or economic instability; and currency, interest rate and commodity price
fluctuations.

The fund may invest up to 15% of its assets, at the time of purchase, in
securities of issuers domiciled outside the United States and not included in
Standard & Poor's 500 Composite Index. Investments in securities issued by
entities based outside the United States may be subject to the risks described
above to a greater extent and may also be affected by currency fluctuation and
controls; different accounting, auditing, financial reporting and legal
standards and practices in some countries; 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.

The fund may also 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. 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.


                                       7

                                 The Investment Company of America / Prospectus

<PAGE>

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average 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.

OTHER IMPORTANT INVESTMENT PRACTICES

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in this prospectus and in the
statement of additional information.


                                       8

The Investment Company of America / Prospectus


<PAGE>

ADDITIONAL INVESTMENT RESULTS
Unlike the Investment Results table on page 4, the table below reflects the
fund's results calculated without sales charges.


 ADDITIONAL INVESTMENT RESULTS (WITHOUT SALES CHARGES)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                       1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- -------------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34
 Before taxes                          15.94%   8.00%    10.47%      12.91%
 After taxes on distributions          14.57    7.15      8.87         N/A
 After taxes on distributions and      12.15    6.70      8.53         N/A
 sale of fund shares
- -------------------------------------------------------------------------------





                                    1 YEAR  5 YEARS   LIFETIME/1/
- ------------------------------------------------------------------

 CLASS B -- FIRST SOLD 3/15/00
 Before taxes                       15.04%   7.15%       5.25%
- ------------------------------------------------------------------
 CLASS C -- FIRST SOLD 3/15/01
 Before taxes                       15.00    7.09        6.05
- ------------------------------------------------------------------
 CLASS F -- FIRST SOLD 3/15/01
 Before taxes                       15.95    7.92        6.88
- ------------------------------------------------------------------
 CLASS 529-A -- FIRST SOLD 2/15/02
 Before taxes                       15.87     N/A        8.62
- ------------------------------------------------------------------
 CLASS 529-B -- FIRST SOLD 2/15/02
 Before taxes                       14.90     N/A        7.69
- ------------------------------------------------------------------
 CLASS 529-C -- FIRST SOLD 2/19/02
 Before taxes                       14.94     N/A        8.06
- ------------------------------------------------------------------
 CLASS 529-E -- FIRST SOLD 3/1/02
 Before taxes                       15.52     N/A        7.84
- ------------------------------------------------------------------
 CLASS 529-F -- FIRST SOLD 9/16/02
 Before taxes                       16.10     N/A       13.34
- ------------------------------------------------------------------





                            1 YEAR     5 YEARS     10 YEARS      LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES (BEFORE TAXES)
 S&P 500/3/                 15.78%      6.19%        8.42%          11.33%
 Lipper Growth and Income   15.57       7.59         8.01             N/A
  Funds Index/4/
Class A distribution rate at December 31, 2006: 2.08%/5/
(For current distribution rate information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.


/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.
/5/  The distribution rate is based on actual distributions paid to shareholders
     over a 12-month period. Capital gain distributions, if any, are added back to
     the net asset value to determine the rate.


                                       9

                                 The Investment Company of America / Prospectus

<PAGE>


INDUSTRY SECTOR DIVERSIFICATION AS OF DECEMBER 31, 2006 (percent of net assets)

[begin pie chart]

Information technology                                       13.83%
Financials                                                   12.27%
Industrials                                                   9.71%
Consumer staples                                              9.39%
Health care                                                   8.88%
Convertible securities                                        0.48%
Other industries                                             30.24%
Short-term securities & other assets less liabilities        15.20%

[end pie chart]







Because the fund is actively managed, its holdings will change over time.

For updated information on the fund's portfolio holdings, please visit us at
americanfunds.com.


                                       10

The Investment Company of America / Prospectus


<PAGE>

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 135 South State
College Boulevard, Brea, California 92821. Capital Research and Management
Company manages the investment portfolio and business affairs of the fund. The
total management fee 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 directors is contained in the fund's semi-annual report to shareholders
for the fiscal period ended June 30, 2006.

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. The investment adviser strives to obtain best execution
for the fund's portfolio transactions, taking into account a variety of factors
to produce the most favorable total price reasonably attainable under the
circumstances. These factors include the size and type of transaction, the cost
and quality of executions, and the broker-dealer's ability to offer liquidity
and anonymity. For example, with respect to equity transactions, the fund does
not consider the investment adviser as having an obligation to obtain the lowest
available commission rate to the exclusion of price, service and qualitative
considerations. Subject to the considerations outlined above, 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 who have provided investment research and/or brokerage services to the
investment adviser. In placing orders for the fund's portfolio transactions, the
investment adviser does not commit to any specific amount of business with any
particular broker-dealer. 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. However, when the
investment adviser places orders for the fund's portfolio transactions, it does
not give any consideration to whether a broker-dealer has sold shares of the
funds managed by the investment adviser.


                                       11

                                 The Investment Company of America / Prospectus

<PAGE>

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the lower
portion of the fund's details page on the website. A list of the fund's top 10
equity holdings, updated as of each month-end, is generally posted to this page
within 14 days after the end of the applicable month. 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. Both lists remain available on the website until
new information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the 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.

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. Counselors
decide how their respective segments will be invested. In addition, Capital
Research and Management Company's investment analysts may make investment
decisions with respect to a portion of a fund's portfolio. Investment decisions
are subject to a fund's objective(s), policies and restrictions and the
oversight of the appropriate investment-related committees of Capital Research
and Management Company.


                                       12

The Investment Company of America / Prospectus


<PAGE>

The primary individual portfolio counselors for The Investment Company of
America are:


                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 R. MICHAEL SHANAHAN          16 years        Chairman Emeritus,         Serves as an equity
 Vice Chairman of the     (plus 7 years of    Capital Research and       portfolio counselor
 Board                    prior experience    Management Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 42 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 JAMES B. LOVELACE            15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 3 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 25 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 DONALD D. O'NEAL             15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 4 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 22 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 JOYCE E. GORDON              6 years         Senior Vice President      Serves as an equity
 Senior Vice President   (plus 12 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 27 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------




                                       13

                                 The Investment Company of America / Prospectus

<PAGE>





                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------


 J. DALE HARVEY                1 year         Vice President, Capital    Serves as an equity
 Vice President                               Research and Management    portfolio counselor
                                              Company

                                              Investment professional
                                              for 18 years in total;
                                              16 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 JAMES E. DRASDO              20 years        Senior Vice President      Serves as an equity
                          (plus 9 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 35 years in total;
                                              30 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 DARCY B. KOPCHO               1 year         Senior Vice President      Serves as an equity
                                              and Director, Capital      portfolio counselor
                                              Research and Management
                                              Company

                                              Investment professional
                                              for 27 years in total;
                                              19 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 C. ROSS SAPPENFIELD          7 years         Vice President, Capital    Serves as an equity
                          (plus 6 years of    Research and Management    portfolio counselor
                          prior experience    Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 15 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage can be found in the
statement of additional information.


                                       14

The Investment Company of America / Prospectus


<PAGE>

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
and circumstances change. These services may be terminated or modified at any
time upon 60 days' written notice. For your convenience, American Funds Service
Company has four service centers across the country.



AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-free from anywhere in the United States
(8 a.m. to 8 p.m. ET): 800/421-0180
Access the American Funds website : americanfunds.com

                             [map of the United States]




Western            Western Central     Eastern Central        Eastern
service center     service center      service center         service center
American Funds     American Funds      American Funds         American Funds
Service Company    Service Company     Service Company        Service Company
P.O. Box 25065     P.O. Box 659522     P.O. Box 6007          P.O. Box 2280
Santa Ana,         San Antonio, Texas  Indianapolis, Indiana  Norfolk, Virginia
California         78265-9522          46206-6007             23501-2280
92799-5065         Fax: 210/474-4352   Fax: 317/735-6636      Fax: 757/670-4761
Fax: 714/671-7133





A MORE DETAILED DESCRIPTION OF POLICIES AND SERVICES IS INCLUDED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION AND THE OWNER'S GUIDE SENT TO NEW AMERICAN
FUNDS SHAREHOLDERS ENTITLED WELCOME. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO
THE APPLICABLE PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES
SPECIFICALLY RELATING TO THEIR ACCOUNT(S). These documents are available by
writing or calling American Funds Service Company. Certain privileges and/or
services described on the following pages of this prospectus and in the
statement of additional information may not be available to you depending on
your investment dealer. Please see your financial adviser or investment dealer
for more information.


                                       15

                                 The Investment Company of America / Prospectus

<PAGE>

Choosing a share class

The fund offers different classes of shares through this prospectus. Class A, B,
C and F shares are available through various investment programs or accounts,
including certain types of retirement plans (see limitations below). The
services or share classes available to you may vary depending upon how you wish
to purchase shares of the fund.

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

Each share class represents an investment in the same portfolio of securities,
but each class has its own sales charge and expense structure, allowing you to
choose the class that best fits your situation. WHEN YOU PURCHASE SHARES OF THE
FUND, YOU SHOULD CHOOSE A SHARE CLASS. IF NONE IS CHOSEN, YOUR INVESTMENT WILL
BE MADE IN CLASS A SHARES OR, IN THE CASE OF A 529 PLAN INVESTMENT, CLASS 529-A
SHARES.

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

.. how long you expect to own the shares;

.. how much you intend to invest;

.. total expenses associated with owning shares of each class;

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

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

.. availability of share classes:

  -- Class B and C shares are not available to retirement plans that do not
     currently invest in such shares and that are eligible to invest in Class R
     shares, including employer-sponsored retirement plans such as defined benefit
     plans, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, and money
     purchase pension and profit-sharing plans; and

  -- Class F and 529-F shares are generally available only to fee-based programs
     of investment dealers that have special agreements with the fund's
     distributor and to certain registered investment advisers.

EACH INVESTOR'S FINANCIAL CONSIDERATIONS ARE DIFFERENT. YOU SHOULD SPEAK WITH
YOUR FINANCIAL ADVISER TO HELP YOU DECIDE WHICH SHARE CLASS IS BEST FOR YOU.

UNLESS OTHERWISE NOTED, REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C OR F
SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR 529-F
SHARES.


                                       16

The Investment Company of America / Prospectus


<PAGE>


 SUMMARY OF THE PRIMARY DIFFERENCES AMONG SHARE CLASSES
 CLASS A SHARES

 Initial sales charge    up to 5.75% (reduced for purchases of $25,000 or more
                         and eliminated for purchases of $1 million or more)
 Contingent deferred     none (except that a charge of 1.00% applies to certain
 sales charge            redemptions made within one year following purchases
                         of $1 million or more without an initial sales charge)
 12b-1 fees              up to .25% annually (for 529-A shares, may not exceed
                         .50% annually)
 Dividends               generally higher than other classes due to lower
                         annual expenses, but may be lower than F shares,
                         depending on relative expenses
 Purchase maximum        none
 Conversion              none
 CLASS B SHARES
 Initial sales charge    none
 Contingent deferred     starts at 5.00%, declining to 0% six years after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than A and F shares due to higher
                         12b-1 fees and other expenses, but higher than C
                         shares due to lower other expenses
 Purchase maximum        see the discussion regarding purchase minimums and
                         maximums in "Purchase and exchange of shares"
 Conversion              automatic conversion to A or 529-A shares after eight
                         years, reducing future annual expenses
 CLASS C SHARES
 Initial sales charge    none
 Contingent deferred     1.00% if shares are sold within one year after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than other classes due to higher 12b-1
                         fees and other expenses
 Purchase maximum        see the discussion regarding purchase minimums and
                         maximums in "Purchase and exchange of shares"
 Conversion              automatic conversion to F shares after 10 years,
                         reducing future annual expenses (529-C shares will not
                         convert to   529-F shares)
 CLASS 529-E SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .50% annually (may not exceed .75%
                         annually)
 Dividends               generally higher than 529-B and 529-C shares due to
                         lower 12b-1 fees, but lower than 529-A and 529-F
                         shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none
 CLASS F SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .25% annually (may not exceed .50%
                         annually)
 Dividends               generally higher than B and C shares due to lower
                         12b-1 fees, and may be higher than A shares, depending
                         on relative expenses
 Purchase maximum        none
 Conversion              none





                                       17

                                 The Investment Company of America / Prospectus

<PAGE>

Purchase and exchange of shares

THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS
DISTRIBUTORS, THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN CERTAIN
PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR BEHALF IN
ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE THE
INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE
TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S)
AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY
CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY
LAW.

PURCHASE OF CLASS A, B AND C SHARES

You may generally open an account and purchase Class A, B and C shares by
contacting any financial adviser (who may impose transaction charges in addition
to those described in this prospectus) authorized to sell the fund's shares. You
may purchase additional shares in various ways, including through your financial
adviser and by mail, telephone, the Internet and bank wire.

PURCHASE OF CLASS F SHARES

You may generally open an account and purchase Class F shares only through
fee-based programs of investment dealers that have special agreements with the
fund's distributor and through certain registered investment advisers. These
dealers and advisers typically charge ongoing fees for services they provide.

PURCHASE OF CLASS 529 SHARES

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

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

EXCHANGE

Generally, you may exchange your shares into shares of the same class of other
American Funds without a sales charge. Class A, C or F shares may generally be
exchanged into the corresponding 529 share class without a sales charge. Class B
shares may not be exchanged into Class 529-B shares. EXCHANGES FROM CLASS A, C
OR F SHARES TO THE CORRESPONDING 529 SHARE CLASS, PARTICULARLY IN THE CASE OF
UNIFORM GIFTS TO MINORS ACT OR


                                       18

The Investment Company of America / Prospectus


<PAGE>

UNIFORM TRANSFERS TO MINORS ACT CUSTODIAL ACCOUNTS, MAY RESULT IN SIGNIFICANT
LEGAL AND TAX CONSEQUENCES AS DESCRIBED IN THE APPLICABLE PROGRAM DESCRIPTION.
PLEASE CONSULT YOUR FINANCIAL ADVISER BEFORE MAKING SUCH AN EXCHANGE.

Exchanges of shares from American Funds money market funds initially purchased
without a sales charge generally will be subject to the appropriate sales
charge. For purposes of computing the contingent deferred sales charge on Class
B and C shares, the length of time you have owned your shares will be measured
from the date of original purchase and will not be affected by any permitted
exchange.

Exchanges have the same tax consequences as ordinary sales and purchases. For
example, to the extent you exchange shares held in a taxable account that are
worth more now than what you paid for them, the gain will be subject to
taxation. See "Transactions by telephone, fax or the Internet" for information
regarding electronic exchanges.

FREQUENT TRADING OF FUND SHARES

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

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of directors has adopted certain policies
and procedures with respect to frequent purchases and redemptions of fund
shares. Under the fund's "purchase blocking policy," any shareholder redeeming
shares (including redemptions that are part of an exchange transaction) having a
value of $5,000 or more from the fund will be precluded from investing in the
fund (including investments that are part of an exchange transaction) for 30
calendar days after the redemption transaction. This prohibition will not apply
to redemptions by shareholders whose shares are held on the books of third-party
intermediaries (such as investment dealers holding shareholder accounts in
street name, retirement plan recordkeepers, insurance company separate accounts
and bank trust companies) that have not adopted procedures to implement this
policy. American Funds Service Company will work with intermediaries to develop
such procedures or other procedures that American Funds Service Company
determines are reasonably designed to achieve the objective of the purchase
blocking policy. At the time the intermediaries adopt these procedures,
shareholders whose accounts are on the books of such intermediaries will be
subject to this purchase blocking policy or another frequent trading policy that
is reasonably designed to achieve the objective of the purchase blocking policy.
You should refer to disclosures provided by the intermediaries with which you
have an account to determine the specific trading restrictions that apply to
you. There is no guarantee that all instances of frequent trading in fund shares
will be prevented.


                                       19

                                 The Investment Company of America / Prospectus

<PAGE>

Under the fund's purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as:
systematic redemptions and purchases where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement
Series/SM/; retirement plan contributions, loans and distributions (including
hardship withdrawals) identified as such on the retirement plan recordkeeper's
system; and purchase transactions involving transfers of assets, rollovers, Roth
IRA conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.

NOTWITHSTANDING THE FUND'S PURCHASE BLOCKING POLICY, ALL TRANSACTIONS IN FUND
SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS DISTRIBUTORS' RIGHT TO
RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY (INCLUDING THE TYPES OF
TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED OR TRIGGER A PURCHASE
BLOCK UNDER THE POLICY). SEE THE STATEMENT OF ADDITIONAL INFORMATION FOR MORE
INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE COMPANY MAY ADDRESS OTHER
POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN FUNDS.

PURCHASE MINIMUMS AND MAXIMUMS


 PURCHASE MINIMUMS FOR ALL CLASSES OF SHARES/1/
- -------------------------------------------------------------------------------

 To establish an account (including retirement plan and 529          $    250/2/
 accounts)
    For a payroll deduction retirement plan account, payroll
    deduction                                                              25
    savings plan account or employer-sponsored 529 account
 To add to an account                                                      50
    For a payroll deduction retirement plan account, payroll               25
    deduction
    savings plan account or employer-sponsored 529 account
- -------------------------------------------------------------------------------
 PURCHASE MAXIMUM PER TRANSACTION FOR CLASS B SHARES                   50,000
- -------------------------------------------------------------------------------
 PURCHASE MAXIMUM PER TRANSACTION FOR CLASS C SHARES                  500,000




/1/  Purchase minimums may be waived in certain cases. Please see the statement of
     additional information for details.
/2/  For accounts established with an automatic investment plan, the initial
     purchase minimum of $250 may be waived if the purchases (including purchases
     through exchanges from another fund) made under the plan are sufficient to
     reach $250 within five months of account establishment.


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

If you have significant American Funds or American Legacy/(R)/ holdings, you may
not be eligible to invest in Class B or C shares (or their corresponding 529
share classes). Specifically, you may not purchase Class B or 529-B shares if
you are eligible to purchase Class A or 529-A shares at the $100,000 or higher
sales charge discount rate, and you may not purchase Class C or 529-C shares if
you are eligible to purchase Class A or 529-A shares at the $1 million or more
sales charge discount rate (i.e., at net asset value). See


                                       20

The Investment Company of America / Prospectus


<PAGE>

"Sales charge reductions and waivers" below and the statement of additional
information for more information regarding sales charge discounts.

VALUING SHARES

The net asset value of each share class 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 4:00 p.m. New York time, the
normal close of regular 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 value of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives and accepts your
request. A contingent deferred sales charge may apply at the time you sell
certain Class A, B and C shares.

MOVING BETWEEN SHARE CLASSES

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


                                       21

                                 The Investment Company of America / Prospectus

<PAGE>

Sales charges

CLASS A SHARES

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



                              SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
- ------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
- ------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
- ------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
- ------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
- ------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
- ------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
- ------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
- ------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
- ------------------------------------------------------------------------------


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

EXCEPT AS PROVIDED BELOW, INVESTMENTS IN CLASS A SHARES OF $1 MILLION OR MORE
MAY BE SUBJECT TO A 1% CONTINGENT DEFERRED SALES CHARGE IF THE SHARES ARE SOLD
WITHIN ONE YEAR OF PURCHASE. The contingent deferred sales charge is based on
the original purchase cost or the current market value of the shares being sold,
whichever is less.

CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES

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


                                       22

The Investment Company of America / Prospectus


<PAGE>

.. investments in Class A shares made by endowments or foundations with $50
  million or more in assets;

.. investments made by accounts that are part of certain qualified fee-based
  programs and that purchased Class A shares before the discontinuation of your
  investment dealer's load-waived A share program with the American Funds; and


.. certain rollover investments from retirement plans to IRAs (see "Rollovers
  from retirement plans to IRAs" below for more information).

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

Transfers from certain 529 plans to plans managed by the American Funds
organization will be made with no sales charge. No commission will be paid to
the dealer on such a transfer. Please see the statement of additional
information for more information.

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds, and employees of The Capital Group Companies.
Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

 Many employer-sponsored retirement plans are eligible to purchase Class R
 shares. Eligible plans and Class R shares are described in more detail in the
 fund's retirement plan prospectus.

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

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge on or before March 31, 2004, and that continue to meet the
 eligibility requirements in effect as of that date for purchasing Class A
 shares at net asset value, may continue to purchase Class A shares without any
 initial or contingent deferred sales charge.


                                       23

                                 The Investment Company of America / Prospectus

<PAGE>

CLASS B AND C SHARES

Class B and C shares are sold without any initial sales charge. American Funds
Distributors pays 4% of the amount invested to dealers who sell Class B shares
and 1% to dealers who sell Class C shares.

For Class B shares, a contingent deferred sales charge may be applied to shares
you sell within six years of purchase, as shown in the table below.



CONTINGENT DEFERRED SALES CHARGE ON CLASS B SHARES

YEAR OF REDEMPTION:                1    2    3    4    5    6     7+
- ----------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE:  5%   4%   4%   3%   2%   1%    0%



For Class C shares, a contingent deferred sales charge of 1% applies if shares
are sold within one year of purchase.

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

Shares acquired through reinvestment of dividends or capital gain distributions
are not subject to a contingent deferred sales charge. In addition, the
contingent deferred sales charge may be waived in certain circumstances. See
"Contingent deferred sales charge waivers" below. The contingent deferred sales
charge is based on the original purchase cost or the current market value of the
shares being sold, whichever is less. For purposes of determining the contingent
deferred sales charge, if you sell only some of your shares, shares that are not
subject to any contingent deferred sales charge will be sold first, followed by
shares that you have owned the longest.

See "Plans of distribution" below for ongoing compensation paid to your dealer
or financial adviser for all share classes.

AUTOMATIC CONVERSION OF CLASS B AND C SHARES

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


                                       24

The Investment Company of America / Prospectus


<PAGE>

CLASS 529-E AND CLASS F SHARES

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

Sales charge reductions and waivers

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds. To have
your Class A, B or C contingent deferred sales charge waived, you must let your
adviser or American Funds Service Company know at the time you redeem shares
that you qualify for such a waiver.

IN ADDITION TO THE INFORMATION BELOW, YOU MAY OBTAIN MORE INFORMATION ABOUT
SALES CHARGE REDUCTIONS AND WAIVERS THROUGH A LINK ON THE HOME PAGE OF THE
AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL
INFORMATION OR FROM YOUR FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, you and your
"immediate family" (your spouse -- or equivalent if recognized under local law
- -- and your children under the age of 21) may combine all of your American Funds
and American Legacy investments to reduce your Class A sales charge. However,
for this purpose, investments representing direct purchases of American Funds
money market funds are excluded. Following are different ways that you may
qualify for a reduced Class A sales charge:

 AGGREGATING ACCOUNTS

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

 . trust accounts established by the above individuals (please see the statement
   of additional information for details regarding aggregation of trust accounts
   where the person(s) who established the trust is/are deceased);

 . solely controlled business accounts; and

 . single-participant retirement plans.


                                       25

                                 The Investment Company of America / Prospectus

<PAGE>

 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, as well as
 individual holdings in various American Legacy variable annuity contracts and
 variable life insurance policies, to qualify for a reduced Class A sales
 charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds to determine the initial sales charge you pay on each purchase
 of Class A shares. Subject to your investment dealer's capabilities, your
 accumulated holdings will be calculated as the higher of (a) the current value
 of your existing holdings or (b) the amount you invested (excluding capital
 appreciation) less any withdrawals. Please see the statement of additional
 information for details. You should retain any records necessary to
 substantiate the historical amounts you have invested.

 In addition, you may also take into account the current value of your
 individual holdings in various American Legacy variable annuity contracts and
 variable life insurance policies to determine your Class A sales charge. If you
 make a gift of shares, upon your request, you may purchase the shares at the
 sales charge discount allowed under rights of accumulation of all of your
 American Funds and American Legacy accounts.

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention.  A statement of intention allows you to combine all purchases
 of all share classes of American Funds non-money market funds you intend
 to make over a 13-month period (including purchases of various American
 Legacy individual variable annuity contracts and variable life insurance
 policies) 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. The market value of your existing holdings
 eligible to be aggregated as of the day immediately before the start of
 the statement period may be credited toward satisfying the statement. A
 portion of your account may be held in escrow to cover additional Class A
 sales charges that may be due if your total purchases over the statement
 period do not qualify you for the applicable sales charge reduction.
 Employer-sponsored retirement plans may be restricted from establishing
 statements of intention. See "Sales charges" above for more information.


RIGHT OF REINVESTMENT

Please see "How to sell shares" below for information on how to reinvest
proceeds from a redemption, dividend payment or capital gain distribution
without a sales charge.


                                       26

The Investment Company of America / Prospectus


<PAGE>

CONTINGENT DEFERRED SALES CHARGE WAIVERS

The contingent deferred sales charge on Class A, B and C shares may be waived in
the following cases:

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

.. tax-free returns of excess contributions to IRAs;

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

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

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

.. the following types of transactions, if together they do not exceed 12% of the
  value of an account annually (see the statement of additional information for
  more information about waivers regarding these types of transactions):

  -- redemptions due to receiving required minimum distributions from retirement
     accounts upon reaching age 70 1/2 (required minimum distributions that
     continue to be taken by the beneficiary(ies) after the account owner is
     deceased also qualify for a waiver); and

  -- if you have established a systematic withdrawal plan, redemptions through
     such a plan (including any dividends and/or capital gain distributions taken
     in cash).


                                       27

                                 The Investment Company of America / Prospectus

<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover. Rollovers invested in Class A shares from retirement
plans will be subject to applicable sales charges. The following rollovers to
Class A shares will be made without a sales charge:

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

.. rollovers to IRAs that are attributable to American Funds investments, if they
  meet the following requirements:

  -- the assets being rolled over were invested in American Funds at the time of
     distribution; and

  -- the rolled over assets are contributed to an American Funds IRA with Capital
     Bank and Trust Company as custodian.

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

Plans of distribution

The fund has plans of distribution or "12b-1 plans" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. The plans
provide for payments, based on annualized percentages of average daily net
assets, of up to .25% for Class A shares; up to .50% for Class 529-A shares; up
to 1.00% for Class B, 529-B, C and 529-C shares; up to .75% for Class 529-E
shares; and up to .50% for Class F and 529-F shares. For all share classes, up
to .25% of these expenses may be used to pay service fees to qualified dealers
for providing certain shareholder services. The amount remaining for each share
class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets, for the
previous fiscal year are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund." Since these fees are paid out of the
fund's assets or income on an ongoing basis, over time they will increase the
cost and reduce the return of your investment. The higher fees for Class B and C
shares may cost you more over time than paying the initial sales charge for
Class A shares.


                                       28

The Investment Company of America / Prospectus


<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 75 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2006, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the assets of the American Funds. Aggregate
payments may also change from year to year. A number of factors will be
considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 75
firms to facilitate educating financial advisers and shareholders about the
American Funds.

How to sell shares

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

 THROUGH YOUR DEALER OR FINANCIAL ADVISER (CERTAIN CHARGES MAY APPLY)

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

 . Class F shares must be sold through your dealer or financial adviser.

 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 to an address of
      record that has been changed within the last 10 days.

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

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


                                       29

                                 The Investment Company of America / Prospectus

<PAGE>

 TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY OR USING THE INTERNET

 . Redemptions by telephone, fax or the Internet (including American
   FundsLine/(R)/ and americanfunds.com) are limited to $75,000 per American
   Funds shareholder each day.

 . Checks must be made payable to the registered shareholder.

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

If you recently purchased shares and subsequently request a redemption of those
shares, you will receive proceeds from the redemption once a sufficient period
of time has passed to reasonably ensure that checks or drafts (including
certified or cashier's checks) for the shares purchased have cleared (normally
10 business days).

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds within 90 days after the date of the
redemption or distribution. Proceeds from a Class B share redemption made during
the contingent deferred sales charge period will be reinvested in Class A
shares. Proceeds from any other type of redemption and all dividend payments and
capital gain distributions will be reinvested in the same share class from which
the original redemption or distribution was made. Any contingent deferred sales
charge on Class A or C shares will be credited to your account. Redemption
proceeds of Class A shares representing direct purchases in American Funds money
market funds that are reinvested in non-money market American Funds will be
subject to a sales charge. Proceeds will be reinvested at the next calculated
net asset value after your request is received and accepted by American Funds
Service Company. You may not reinvest proceeds in the American Funds as
described in this paragraph if such proceeds are subject to a purchase block as
described under "Frequent trading of fund shares." This paragraph does not apply
to rollover investments as described under "Rollovers from retirement plans to
IRAs."

TRANSACTIONS BY TELEPHONE, FAX OR THE INTERNET

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


Unless you decide not to have telephone, fax or Internet services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from any
losses, expenses, costs or liabilities (including attorney fees) that may be
incurred in connection with the exercise of these privileges, provided 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.


                                       30

The Investment Company of America / Prospectus


<PAGE>

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 this fund or other 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.
Dividends and capital gain distributions for 529 share classes will be
automatically reinvested.

TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gain distributions you receive from the fund will be
subject to federal income tax and may also be subject to state or local taxes --
unless you are exempt from taxation.

For federal tax purposes, dividends and distributions of short-term capital
gains are taxable as ordinary income. Some or all of your dividends may be
eligible for a reduced tax rate if you meet a holding period requirement. 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, including any sales charges, and the
amount you receive when you sell them.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. HOLDERS OF 529 SHARES SHOULD
REFER TO THE APPLICABLE PROGRAM DESCRIPTION FOR MORE INFORMATION REGARDING THE
TAX CONSEQUENCES OF SELLING 529 SHARES.


                                       31

                                 The Investment Company of America / Prospectus

<PAGE>

Financial highlights/1/

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 of a particular class. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the fund (assuming reinvestment of all dividends and capital gain
distributions). The figures under "Ratio of expenses to average net assets after
reimbursements/waivers" reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/waivers, see the Annual Fund Operating
Expenses table under "Fees and expenses of the fund" in this prospectus and the
fund's annual report. The information below has been audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the statement of additional information, which is
available upon request.



                                                 INCOME (LOSS) FROM INVESTMENT OPERATIONS/2/

                                                                  Net gains
                                                                 (losses) on
                                                                  securities
                                      Net asset                     (both           Total
                                       value,         Net          realized         from
                                      beginning   investment         and         investment
                                      of period     income       unrealized)     operations
- -----------------------------------------------------------------------------------------------

 CLASS A:
 Year ended 12/31/2006                 $31.36        $.72          $ 4.23          $ 4.95
 Year ended 12/31/2005                  30.75         .64            1.46            2.10
 Year ended 12/31/2004                  28.84         .60            2.19            2.79
 Year ended 12/31/2003                  23.48         .54            5.55            6.09
 Year ended 12/31/2002                  28.53         .49           (4.56)          (4.07)
- -----------------------------------------------------------------------------------------------
 CLASS B:
 Year ended 12/31/2006                  31.24         .46            4.21            4.67
 Year ended 12/31/2005                  30.64         .39            1.46            1.85
 Year ended 12/31/2004                  28.74         .38            2.17            2.55
 Year ended 12/31/2003                  23.41         .34            5.53            5.87
 Year ended 12/31/2002                  28.47         .30           (4.57)          (4.27)
- -----------------------------------------------------------------------------------------------
 CLASS C:
 Year ended 12/31/2006                  31.18         .44            4.21            4.65
 Year ended 12/31/2005                  30.59         .37            1.45            1.82
 Year ended 12/31/2004                  28.70         .36            2.16            2.52
 Year ended 12/31/2003                  23.38         .31            5.53            5.84
 Year ended 12/31/2002                  28.44         .30           (4.58)          (4.28)
- -----------------------------------------------------------------------------------------------
 CLASS F:
 Year ended 12/31/2006                 $31.32        $.71          $ 4.24          $ 4.95
 Year ended 12/31/2005                  30.72         .62            1.45            2.07
 Year ended 12/31/2004                  28.81         .58            2.18            2.76
 Year ended 12/31/2003                  23.46         .51            5.55            6.06
 Year ended 12/31/2002                  28.52         .49           (4.59)          (4.10)
- -----------------------------------------------------------------------------------------------
 CLASS 529-A:
 Year ended 12/31/2006                  31.33         .69            4.24            4.93
 Year ended 12/31/2005                  30.73         .61            1.45            2.06
 Year ended 12/31/2004                  28.82         .59            2.17            2.76
 Year ended 12/31/2003                  23.48         .52            5.55            6.07
 Period from 2/15/2002 to 12/31/2002    27.88         .46           (3.91)          (3.45)
- -----------------------------------------------------------------------------------------------
 CLASS 529-B:
 Year ended 12/31/2006                  31.27         .42            4.21            4.63
 Year ended 12/31/2005                  30.67         .35            1.45            1.80
 Year ended 12/31/2004                  28.78         .33            2.16            2.49
 Year ended 12/31/2003                  23.45         .28            5.54            5.82
 Period from 2/15/2002 to 12/31/2002    27.88         .28           (3.92)          (3.64)
- -----------------------------------------------------------------------------------------------
 CLASS 529-C:
 Year ended 12/31/2006                  31.27         .42            4.23            4.65
 Year ended 12/31/2005                  30.68         .35            1.45            1.80
 Year ended 12/31/2004                  28.78         .33            2.17            2.50
 Year ended 12/31/2003                  23.45         .29            5.54            5.83
 Period from 2/19/2002 to 12/31/2002    27.47         .28           (3.50)          (3.22)
- -----------------------------------------------------------------------------------------------
 CLASS 529-E:
 Year ended 12/31/2006                  31.28         .59            4.23            4.82
 Year ended 12/31/2005                  30.68         .51            1.45            1.96
 Year ended 12/31/2004                  28.78         .48            2.17            2.65
 Year ended 12/31/2003                  23.45         .42            5.54            5.96
 Period from 3/1/2002 to 12/31/2002     28.27         .38           (4.52)          (4.14)
- -----------------------------------------------------------------------------------------------

 (The Financial Highlights table continues on the following page.)

 CLASS 529-F:
 Year ended 12/31/2006                 $31.32        $.76          $ 4.23          $ 4.99
 Year ended 12/31/2005                  30.71         .64            1.46            2.10
 Year ended 12/31/2004                  28.81         .56            2.16            2.72
 Year ended 12/31/2003                  23.47         .48            5.55            6.03
 Period from 9/16/2002 to 12/31/2002    23.98         .16            (.19)           (.03)





                                       32

The Investment Company of America / Prospectus


<PAGE>



                                            DIVIDENDS AND DISTRIBUTIONS
                                                                                                                      Ratio of
                                                                                                                      expenses
                                                                                                                     to average
                                                                                                           Net       net assets
                                      Dividends   Distributions      Total      Net asset                assets,       before
                                      (from net       (from        dividends     value,                  end of         reim-
                                      investment     capital          and        end of      Total       period      bursements/
                                       income)       gains)      distributions   period    return/3/  (in millions)    waivers
- ----------------------------------------------------------------------------------------------------------------------------------

 CLASS A:
 Year ended 12/31/2006                  $(.74)       $(2.06)        $(2.80)      $33.51      15.94%      $74,181        .57%
 Year ended 12/31/2005                   (.68)         (.81)         (1.49)       31.36       6.87        66,959        .57
 Year ended 12/31/2004                   (.52)         (.36)          (.88)       30.75       9.78        64,880        .57
 Year ended 12/31/2003                   (.52)         (.21)          (.73)       28.84      26.30        58,353        .59
 Year ended 12/31/2002                   (.52)         (.46)          (.98)       23.48     (14.47)       46,129        .59
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B:
 Year ended 12/31/2006                   (.48)        (2.06)         (2.54)       33.37      15.04         4,222       1.34
 Year ended 12/31/2005                   (.44)         (.81)         (1.25)       31.24       6.04         3,853       1.35
 Year ended 12/31/2004                   (.29)         (.36)          (.65)       30.64       8.94         3,683       1.36
 Year ended 12/31/2003                   (.33)         (.21)          (.54)       28.74      25.30         3,011       1.38
 Year ended 12/31/2002                   (.33)         (.46)          (.79)       23.41     (15.18)        1,841       1.39
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS C:
 Year ended 12/31/2006                   (.46)        (2.06)         (2.52)       33.31      15.00         3,350       1.41
 Year ended 12/31/2005                   (.42)         (.81)         (1.23)       31.18       5.96         2,929       1.42
 Year ended 12/31/2004                   (.27)         (.36)          (.63)       30.59       8.85         2,691       1.43
 Year ended 12/31/2003                   (.31)         (.21)          (.52)       28.70      25.22         1,985       1.45
 Year ended 12/31/2002                   (.32)         (.46)          (.78)       23.38     (15.20)        1,025       1.45
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS F:
 Year ended 12/31/2006                  $(.73)       $(2.06)        $(2.79)      $33.48      15.95%      $ 1,673        .60%
 Year ended 12/31/2005                   (.66)         (.81)         (1.47)       31.32       6.77         1,336        .64
 Year ended 12/31/2004                   (.49)         (.36)          (.85)       30.72       9.69         1,209        .67
 Year ended 12/31/2003                   (.50)         (.21)          (.71)       28.81      26.18           897        .69
 Year ended 12/31/2002                   (.50)         (.46)          (.96)       23.46     (14.59)          415        .70
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS 529-A:
 Year ended 12/31/2006                   (.72)        (2.06)         (2.78)       33.48      15.87         1,118        .64
 Year ended 12/31/2005                   (.65)         (.81)         (1.46)       31.33       6.74           835        .67
 Year ended 12/31/2004                   (.49)         (.36)          (.85)       30.73       9.68           625        .68
 Year ended 12/31/2003                   (.52)         (.21)          (.73)       28.82      26.19           380        .64
 Period from 2/15/2002 to 12/31/2002     (.49)         (.46)          (.95)       23.48     (12.57)          153        .71/5/
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS 529-B:
 Year ended 12/31/2006                   (.44)        (2.06)         (2.50)       33.40      14.90           238       1.47
 Year ended 12/31/2005                   (.39)         (.81)         (1.20)       31.27       5.87           191       1.51
 Year ended 12/31/2004                   (.24)         (.36)          (.60)       30.67       8.69           155       1.56
 Year ended 12/31/2003                   (.28)         (.21)          (.49)       28.78      25.05           100       1.58
 Period from 2/15/2002 to 12/31/2002     (.33)         (.46)          (.79)       23.45     (13.22)           41       1.58/5/
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS 529-C:
 Year ended 12/31/2006                   (.45)        (2.06)         (2.51)       33.41      14.94           325       1.46
 Year ended 12/31/2005                   (.40)         (.81)         (1.21)       31.27       5.85           247       1.50
 Year ended 12/31/2004                   (.24)         (.36)          (.60)       30.68       8.74           188       1.55
 Year ended 12/31/2003                   (.29)         (.21)          (.50)       28.78      25.07           115       1.57
 Period from 2/19/2002 to 12/31/2002     (.34)         (.46)          (.80)       23.45     (11.91)           45       1.57/5/
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS 529-E:
 Year ended 12/31/2006                   (.62)        (2.06)         (2.68)       33.42      15.52            48        .95
 Year ended 12/31/2005                   (.55)         (.81)         (1.36)       31.28       6.42            36        .99
 Year ended 12/31/2004                   (.39)         (.36)          (.75)       30.68       9.29            27       1.03
 Year ended 12/31/2003                   (.42)         (.21)          (.63)       28.78      25.70            16       1.04
 Period from 3/1/2002 to 12/31/2002      (.33)         (.35)          (.68)       23.45     (14.72)            6       1.03/5/
- ----------------------------------------------------------------------------------------------------------------------------------
 (The Financial Highlights table continu      the fol       page.)
 CLASS 529-F:
 Year ended 12/31/2006                  $(.78)       $(2.06)        $(2.84)      $33.47      16.10%      $    13        .45%
 Year ended 12/31/2005                   (.68)         (.81)         (1.49)       31.32       6.87             8        .56
 Year ended 12/31/2004                   (.46)         (.36)          (.82)       30.71       9.55             5        .78
 Year ended 12/31/2003                   (.48)         (.21)          (.69)       28.81      26.05             3        .79
 Period from 9/16/2002 to 12/31/2002     (.13)         (.35)          (.48)       23.47       (.14)          --/6/      .23


                                       Ratio of
                                       expenses
                                      to average      Ratio
                                      net assets     of net
                                         after      income to
                                         reim-       average
                                      bursements/      net
                                      waivers/4/     assets
- --------------------------------------------------------------

 CLASS A:
 Year ended 12/31/2006                   .54 %       2.16 %
 Year ended 12/31/2005                   .55         2.06
 Year ended 12/31/2004                   .57         2.06
 Year ended 12/31/2003                   .59         2.14
 Year ended 12/31/2002                   .59         1.89
- --------------------------------------------------------------
 CLASS B:
 Year ended 12/31/2006                  1.32         1.38
 Year ended 12/31/2005                  1.33         1.28
 Year ended 12/31/2004                  1.35         1.29
 Year ended 12/31/2003                  1.38         1.33
 Year ended 12/31/2002                  1.39         1.18
- --------------------------------------------------------------
 CLASS C:
 Year ended 12/31/2006                  1.38         1.32
 Year ended 12/31/2005                  1.40         1.21
 Year ended 12/31/2004                  1.43         1.22
 Year ended 12/31/2003                  1.45         1.25
 Year ended 12/31/2002                  1.45         1.17
- --------------------------------------------------------------
 CLASS F:
 Year ended 12/31/2006                   .58%        2.12%
 Year ended 12/31/2005                   .62         1.99
 Year ended 12/31/2004                   .67         1.99
 Year ended 12/31/2003                   .69         2.01
 Year ended 12/31/2002                   .70         1.92
- --------------------------------------------------------------
 CLASS 529-A:
 Year ended 12/31/2006                   .62         2.08
 Year ended 12/31/2005                   .65         1.96
 Year ended 12/31/2004                   .68         2.00
 Year ended 12/31/2003                   .64         2.06
 Period from 2/15/2002 to 12/31/2002     .71/5/      2.17/5/
- --------------------------------------------------------------
 CLASS 529-B:
 Year ended 12/31/2006                  1.45         1.25
 Year ended 12/31/2005                  1.49         1.12
 Year ended 12/31/2004                  1.55         1.12
 Year ended 12/31/2003                  1.58         1.12
 Period from 2/15/2002 to 12/31/2002    1.58/5/      1.30/5/
- --------------------------------------------------------------
 CLASS 529-C:
 Year ended 12/31/2006                  1.44         1.26
 Year ended 12/31/2005                  1.48         1.13
 Year ended 12/31/2004                  1.54         1.13
 Year ended 12/31/2003                  1.57         1.13
 Period from 2/19/2002 to 12/31/2002    1.57/5/      1.32/5/
- --------------------------------------------------------------
 CLASS 529-E:
 Year ended 12/31/2006                   .92         1.78
 Year ended 12/31/2005                   .96         1.65
 Year ended 12/31/2004                  1.02         1.65
 Year ended 12/31/2003                  1.04         1.65
 Period from 3/1/2002 to 12/31/2002     1.03/5/      1.90/5/
- --------------------------------------------------------------
 CLASS 529-F:
 Year ended 12/31/2006                   .42%        2.27%
 Year ended 12/31/2005                   .54         2.07
 Year ended 12/31/2004                   .77         1.91
 Year ended 12/31/2003                   .79         1.88
 Period from 9/16/2002 to 12/31/2002     .23          .68



                                     33

                                 The Investment Company of America / Prospectus

<PAGE>




                                          YEAR ENDED DECEMBER 31
                           2006        2005        2004        2003         2002
- ------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
 RATE FOR ALL CLASSES      20%         19%         19%         24%          27%
 OF SHARES




/1/  Based on operations for the periods shown (unless otherwise noted) and,
     accordingly, may not be representative of a full year.

/2/  Based on average shares outstanding.
/3/  Total returns exclude all sales charges, including contingent deferred sales
     charges.

/4/  The ratios in this column reflect the impact, if any, of certain
     reimbursements/waivers from Capital Research and Management Company. During
     some of the periods shown, Capital Research and Management Company reduced fees
     for investment advisory services for all share classes.

/5/  Annualized.
/6/  Amount less than $1 million.


                                       34

The Investment Company of America / Prospectus





<PAGE>

NOTES


                                       35

                                 The Investment Company of America / Prospectus

<PAGE>



[logo - American Funds(R)]            The right choice for the long term/(R)/





 FOR SHAREHOLDER SERVICES         American Funds Service Company
                                  800/421-0180
 FOR RETIREMENT PLAN SERVICES     Call your employer or plan administrator
 FOR DEALER SERVICES              American Funds Distributors
                                  800/421-9900
 FOR 529 PLANS                    American Funds Service Company
                                  800 /421-0180, ext. 529
 FOR 24-HOUR INFORMATION          American FundsLine
                                  800/325-3590
                                  americanfunds.com


 Telephone calls you have with the American Funds organization may be monitored
 or recorded for quality assurance, verification and/or recordkeeping purposes.
 By speaking with us on the telephone, you are giving your consent to such
 monitoring and recording.
- -----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity as to the meaning of any word or
phrase in a translation, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies, and the independent registered public
accounting firm's report (in the annual report).

PROGRAM DESCRIPTIONS  Program descriptions for 529 programs managed by the
American Funds organization contain additional information about the policies
and services related to 529 plan accounts.

STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS  The current SAI,
as amended from time to time, contains more detailed information on all aspects
of 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 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, DC
(202/551-8090) or 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,
DC 20549. The current SAI and shareholder reports are also available, free of
charge, on americanfunds.com.

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.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics, annual/semi-annual
report to shareholders or applicable program description, please call American
Funds Service Company at 800/421-0180 or write to the secretary of the fund at
333 South Hope Street, Los Angeles, California 90071.


[logo - recycle bug]
Printed on recycled paper







MFGEPR-904-0307P Litho in USA CGD/RRD/8012     Investment Company File No. 811-00116
- -------------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds        Capital Research and Management        Capital International
        Capital Guardian        Capital Bank and Trust












<PAGE>




[logo - American Funds(R)]         The right choice for the long term/(R)/




The Investment
Company of America/(R)/





PROSPECTUS
ADDENDUM




March 1, 2007









THE 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.



<PAGE>

Class R-5 shares of The Investment Company of America are available to certain
clients of the Personal Investment Management group of Capital Guardian Trust
Company./SM/ Accordingly, for these shareholders, the following information
should be read in conjunction with the prospectus for this fund.

Fees and expenses of the fund -- pages 5-6

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.


SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                                                     CLASS R-5
- -------------------------------------------------------------------------------

 Maximum initial sales charge on purchases (as a percentage of         none
 offering price)
- -------------------------------------------------------------------------------
 Maximum sales charge on reinvested dividends                          none
- -------------------------------------------------------------------------------
 Maximum contingent deferred sales charge                              none
- -------------------------------------------------------------------------------
 Redemption or exchange fees                                           none




 ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
                                                  CLASS R-5
- --------------------------------------------------------------

 Management fees/1/                                 0.24%
- --------------------------------------------------------------
 Distribution and/or service (12b-1) fees            none
- --------------------------------------------------------------
 Other expenses/2/                                  0.11
- --------------------------------------------------------------
 Total annual fund operating expenses/1/            0.35



/1/  The fund's investment adviser is currently waiving 10% of its management fee.
     The waiver may be discontinued at any time in consultation with the fund's
     board, but it is expected to continue at this level until further review. The
     fund's investment adviser and board intend to review the waiver as
     circumstances warrant. Management fees and total expenses do not reflect any
     waiver. Information regarding the effect of any waiver on total annual fund
     operating expenses can be found in the Financial Highlights table in this
     prospectus addendum and in the fund's annual report.
/2/  A portion of the fund's expenses may be used to pay third parties (including
     affiliates of the fund's investment adviser) that provide recordkeeping
     services to retirement plans invested in the fund.

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, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The example does not reflect the impact of any fee waivers
or expense reimbursements.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:


                         1 YEAR  3 YEARS  5 YEARS   10 YEARS
- -------------------------------------------------------------

 Class R-5                $36     $113     $197       $443
- -------------------------------------------------------------








<PAGE>

Purchase and exchange of shares -- pages 18-21

PURCHASE OF CLASS R-5 SHARES

Class R-5 shares of the fund are available to certain clients of the Personal
Investment Management group of Capital Guardian Trust Company. Please contact
Capital Guardian Trust Company if you wish to purchase Class R-5 shares of the
fund.

Sales charges -- pages 22-25

CLASS R-5 SHARES

Class R-5 shares are sold without any initial or contingent deferred sales
charge. In addition, no compensation is paid to investment dealers on sales of
Class R-5 shares.



<PAGE>



Financial highlights/1/ -- pages 32-34

The Financial Highlights table is intended to help you understand the fund's
results. 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). The figures under "Ratio of expenses to average net
assets after reimbursements/ waivers" reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/waivers, see the Annual Fund Operating
Expenses table under "Fees and expenses of the fund" in this prospectus addendum
and the fund's annual report. The information below has been audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the statement of additional information, which is
available upon request.



                                                 INCOME (LOSS) FROM INVESTMENT OPERATIONS/2/

                                                                  Net gains
                                                                 (losses) on
                                                                  securities
                                      Net asset                     (both           Total
                                       value,         Net          realized         from
                                      beginning   investment         and         investment
                                      of period     income       unrealized)     operations
- -----------------------------------------------------------------------------------------------

 CLASS R-5:
 Year ended 12/31/2006                 $31.35        $.79           $4.24          $ 5.03
 Year ended 12/31/2005                  30.75         .70            1.46            2.16
 Year ended 12/31/2004                  28.84         .67            2.18            2.85
 Year ended 12/31/2003                  23.48         .56            5.59            6.15
 Period from 5/15/2002 to 12/31/2002    28.37         .39           (4.50)          (4.11)

                                            DIVIDENDS AND DISTRIBUTIONS



                                                                                 Net
                                      Dividends   Distributions      Total      asset
                                      (from net       (from        dividends    value,
                                      investment     capital          and       end of   Total
                                       income)       gains)      distributions  period  return
- -------------------------------------------------------------------------------------------------

 CLASS R-5:
 Year ended 12/31/2006                  $(.81)       $(2.06)        $(2.87)     $33.51   16.22%
 Year ended 12/31/2005                   (.75)         (.81)         (1.56)      31.35    7.06
 Year ended 12/31/2004                   (.58)         (.36)          (.94)      30.75   10.02
 Year ended 12/31/2003                   (.58)         (.21)          (.79)      28.84   26.58
 Period from 5/15/2002 to 12/31/2002     (.43)         (.35)          (.78)      23.48  (14.59)


                                                      Ratio of     Ratio of
                                                      expenses     expenses
                                                     to average   to average      Ratio
                                           Net       net assets   net assets     of net
                                         assets,       before        after      income to
                                         end of         reim-        reim-       average
                                         period      bursements/  bursements/      net
                                      (in millions)    waivers    waivers/3/     assets
- ------------------------------------------------------------------------------------------

 CLASS R-5:
 Year ended 12/31/2006                   $1,980         .35%         .33%        2.37%
 Year ended 12/31/2005                    1,562         .36          .34         2.28
 Year ended 12/31/2004                    1,408         .36          .35         2.28
 Year ended 12/31/2003                    1,201         .36          .36         2.11
 Period from 5/15/2002 to 12/31/2002         48         .37/4/       .37/4/      2.56/4/






                                          YEAR ENDED DECEMBER 31
                           2006        2005        2004        2003         2002
- ------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
 RATE FOR ALL CLASSES      20%         19%         19%         24%          27%
 OF SHARES




/1/  Based on operations for the period shown (unless otherwise noted) and,
     accordingly, may not be representative of a full year.
/2/  Based on average shares outstanding.

/3/  The ratios in this column reflect the impact, if any, of certain
     reimbursements/waivers from Capital Research and Management Company. During
     some of the periods shown, Capital Research and Management Company reduced fees
     for investment advisory services.

/4/  Annualized.









<PAGE>


                       THE INVESTMENT COMPANY OF AMERICA

                                     Part B
                      Statement of Additional Information

                                 March 1, 2007


This document is not a prospectus but should be read in conjunction with the
current prospectus or retirement plan prospectus of The Investment Company of
America (the "fund" or "ICA") dated March 1, 2007. You may obtain a prospectus
from your financial adviser or by writing to the fund at the following address:

                       The Investment Company of America
                              Attention: Secretary
                             333 South Hope Street
                         Los Angeles, California 90071
                                  213/486-9200
Certain privileges and/or services described below may not be available to all
shareholders (including shareholders who purchase shares at net asset value
through eligible retirement plans) depending on the shareholder's investment
dealer or retirement plan recordkeeper. Please see your financial adviser,
investment dealer, plan recordkeeper or employer for more information.


                               TABLE OF CONTENTS


Item                                                                  Page no.
- ----                                                                  --------

Certain investment limitations and guidelines . . . . . . . . . . .        2
Description of certain securities and investment techniques . . . .        2
Fundamental policies and investment restrictions. . . . . . . . . .        6
Management of the fund  . . . . . . . . . . . . . . . . . . . . . .        9
Execution of portfolio transactions . . . . . . . . . . . . . . . .       30
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . .       31
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . .       32
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . .       34
Purchase and exchange of shares . . . . . . . . . . . . . . . . . .       39
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . .       43
Sales charge reductions and waivers . . . . . . . . . . . . . . . .       45
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       49
Shareholder account services and privileges . . . . . . . . . . . .       49
General information . . . . . . . . . . . . . . . . . . . . . . . .       52
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       58
Financial statements





                  The Investment Company of America -- Page 1

<PAGE>


                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

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


GENERAL GUIDELINE

..    The fund may only invest in securities included on its eligible list (does
     not apply to securities issued or guaranteed by the U.S. government).

DEBT SECURITIES

..    The fund's investments in straight debt securities (i.e., not convertible
     into equity) will generally consist of investment grade securities. The
     fund may, however, invest up to 5% of its assets in straight debt
     securities rated Ba or below by Moody's Investors Service and BB or below
     by Standard & Poor's Corporation or unrated but determined to be of
     equivalent quality.

NON-U.S. SECURITIES

..    The fund may invest up to 15% of its assets in issuers domiciled outside
     the United States and not included in the Standard & Poor's 500 Composite
     Index.

                        *     *     *     *     *     *

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. The prices
of these securities can also be adversely affected depending on the outcome of
financial contracts (such as derivatives) held by third parties relating to
various 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.


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 accrue interest at the


                  The Investment Company of America -- Page 2

<PAGE>


applicable coupon rate over a specified time period. 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.


Lower rated debt securities, rated Ba or below by Moody's and/or BB or below by
S&P or unrated but determined 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.


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 would 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. The prices of these securities also can be adversely affected
     depending on the outcome of financial contracts (such as derivatives) held
     by third parties relating to various 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.

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

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


Credit ratings for debt securities provided by rating agencies evaluate the
safety of principal and interest payments, not market value risk. The rating of
an issuer is also heavily weighted by past developments and does not necessarily
reflect future conditions. There is frequently a lag between the time a rating
is assigned and the time it is updated. See the Appendix for more information
about credit ratings.


                  The Investment Company of America -- Page 3

<PAGE>


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 and vice versa. Some
types of convertible bonds or preferred stocks automatically convert into common
stocks and some may be subject to redemption at the option of the issuer at a
predetermined price. The prices and yields of nonconvertible preferred stocks
generally move with changes in interest rates and the issuer's credit quality,
similar to the factors affecting debt securities. These securities may be
treated as debt for fund investment limit purposes.


Convertible bonds, convertible preferred stocks and other securities may
sometimes be converted, or may automatically convert, into common stocks or
other securities at a stated conversion ratio. 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 value varies in
response to many factors, including the value of the underlying assets, 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.


U.S. GOVERNMENT OBLIGATIONS -- U.S. government obligations are securities 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 BACKED BY "FULL FAITH AND CREDIT" -- 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 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.


INVESTING IN VARIOUS COUNTRIES -- 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
and legal standards and practices in some countries; changing local, regional
and global economic, political and social conditions; expropriation;


                  The Investment Company of America -- Page 4

<PAGE>


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.


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.


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. 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 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.


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 directors, 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.


                  The Investment Company of America -- Page 5

<PAGE>


CASH AND CASH EQUIVALENTS -- The fund may invest in cash and cash equivalents.
These 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.

                        *     *     *     *     *     *

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, and
may result in the realization of net capital gains, which are taxable when
distributed to shareholders.


A fund's portfolio turnover rate would equal 100% if each security in the fund's
portfolio were replaced once per year. The fund's portfolio turnover rates for
the fiscal years ended December 31, 2006 and 2005 were 20% and 19%,
respectively. See "Financial highlights" in the prospectus for the fund's annual
portfolio turnover rate for each of the last five fiscal years.


                FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES -- The fund has adopted the following fundamental policies
and investment restrictions, 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 outstanding 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. All percentage limitations are considered at the
time securities are purchased and are based on the fund's net assets unless
otherwise indicated. None of the following investment restrictions 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.


These restrictions (which do not apply to the purchase of securities issued or
guaranteed by the U.S. government) provide that the fund shall make no
investment:


Which involves promotion or business management by the fund;


In any security about which reliable information is not available with respect
to the history, management, assets, earnings, and income of the issuer;


If the investment would cause more than 5% of the value of the total assets of
the fund, as they exist at the time of investment, to be invested in the
securities of any one issuer;


                  The Investment Company of America -- Page 6

<PAGE>


If the investment would cause more than 20% of the value of the total assets of
the fund to be invested in the securities in any one industry;


If the investment would cause the fund to own more than 10% of the outstanding
voting securities of any one issuer, provided that this restriction shall apply
as to 75% of the fund's total assets; or


In any security which has not been placed on the fund's Eligible List. (See the
prospectus).


The fund is not permitted to buy securities on margin, sell securities short,
borrow money, or to invest in real estate. The fund may invest in the securities
of real estate investment trusts.


The fund has also adopted other fundamental policies which cannot be changed
without shareholder approval. These policies require the fund not to:


Concentrate its investment in any particular industry or group of industries.
Some degree of concentration may occur from time to time (within the 20%
limitation of the Certificate of Incorporation) as certain industries appear to
present desirable fields for investment.


Engage generally in the making of loans. Although the fund has reserved the
right to make loans to unaffiliated persons subject to certain restrictions,
including requirements concerning collateral and amount of any loan, no loans
have been made since adoption of this fundamental policy more than 50 years ago.


Act as underwriter of securities issued by others, engage in distribution of
securities for others, engage in the purchase and sale of commodities or
commodity contracts, borrow money, invest in real estate, or make investments in
other companies for the purpose of exercising control or management.


Pledge, encumber or assign all or any part of its property and assets as
security for a debt.


Invest in the securities of other investment companies.


Notwithstanding the restriction on making loans, the fund may lend portfolio
securities; however, it does not currently intend to engage in an ongoing or
regular securities lending program.


Notwithstanding the restriction on investing in the securities of other
investment companies, the fund may invest in securities of other investment
companies if deemed advisable by its officers in connection with the
administration of a deferred compensation plan adopted by directors pursuant to
an exemptive order granted by the Securities and Exchange Commission.


                  The Investment Company of America -- Page 7

<PAGE>


NONFUNDAMENTAL POLICIES -- The following policies may be changed without
shareholder approval:


The fund will not:


Purchase and sell securities for short-term profits; however, securities will be
sold without regard to the time that they have been held whenever investment
judgment makes such action seem advisable.


Purchase or retain the securities of any issuer if those officers and directors
of the fund or the Investment Adviser who own beneficially more than one half of
1% of such issuer together own more than 5% of the securities of such issuer.


Invest in securities of companies which, with their predecessors, have a record
of less than three years' continuous operations.


Invest in puts, calls, straddles, spreads or any combination thereof.


Purchase partnership interests in oil, gas or mineral exploration, drilling or
mining ventures.


Invest in excess of 10% of the market value of its total assets in securities
which may require registration under the Securities Act of 1933 prior to sale by
the fund (restricted securities), or other securities that are not readily
marketable.


Issue senior securities, except as permitted by the 1940 Act.


                  The Investment Company of America -- Page 8

<PAGE>


                             MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS

"INDEPENDENT" DIRECTORS/1/


 NAME, AGE, AND                                                  NUMBER OF
 POSITION WITH FUND                                            PORTFOLIOS/3/
 (YEAR FIRST ELECTED              PRINCIPAL OCCUPATION(S)        OVERSEEN         OTHER DIRECTORSHIPS/4/ HELD
 AS A DIRECTOR/2/)                DURING PAST FIVE YEARS        BY DIRECTOR               BY DIRECTOR
- -----------------------------------------------------------------------------------------------------------------

 Louise H. Bryson, 62          President, Distribution,              1         None
 Director (1999)               Lifetime Entertainment
                               Network; General Manager,
                               Lifetime Movie Network;
                               former Chairman of the Board
                               and Director, KCET - Los
                               Angeles (public television
                               station)
- -----------------------------------------------------------------------------------------------------------------
 Mary Anne Dolan, 59           Founder and President,                3         None
 Director (2000)               M.A.D., Inc. (communications
                               company); former
                               Editor-in-Chief, The Los
                               Angeles Herald Examiner
- -----------------------------------------------------------------------------------------------------------------
 Martin Fenton, 71             Chairman of the Board, Senior        18         None
 Chairman of the Board         Resource Group LLC
 (Independent and              (development and management
 Non-Executive) (2000)         of senior living communities)
- -----------------------------------------------------------------------------------------------------------------
 Leonard R. Fuller, 60         President and CEO, Fuller            16         None
 Director (2002)               Consulting (financial
                               management consulting firm)
- -----------------------------------------------------------------------------------------------------------------
 Claudio X. Gonzalez           Chairman of the Board and             1         America Movil, S.A. de C.V.;
 Laporte, 72                   CEO, Kimberly-Clark de                          General Electric Company; Grupo
 Director (2001)               Mexico, S.A. (household                         Alfa, S.A. de C.V.; Grupo Carso,
                               products)                                       S.A. de C.V.; Grupo Financiero
                                                                               Inbursa; Grupo Industrial
                                                                               Saltillo, S.A. de C.V.; Grupo
                                                                               Mexico, S.A. de C.V.; The Home
                                                                               Depot, Inc.; Kellogg Company;
                                                                               Kimberly-Clark Corporation; The
                                                                               Mexico Fund
- -----------------------------------------------------------------------------------------------------------------
 L. Daniel Jorndt, 65          Retired; former Chairman of           1         Kellogg Company
 Director (2006)               the Board and CEO, Walgreen
                               Company (drug stores)
- -----------------------------------------------------------------------------------------------------------------
 John G. McDonald, 69          Stanford Investors Professor,         8         iStar Financial, Inc.;
 Director (1976)               Graduate School of Business,                    Plum Creek Timber Co.;
                               Stanford University                             Scholastic Corporation;
                                                                               Varian, Inc.
- -----------------------------------------------------------------------------------------------------------------
 Bailey Morris-Eck, 62         Director and Programming              3         None
 Director (1993)               Chair, WYPR Baltimore/
                               Washington (public radio
                               station); Senior Adviser,
                               Financial News (London);
                               Senior Fellow, Institute for
                               International Economics
- -----------------------------------------------------------------------------------------------------------------
 Richard G. Newman,/5/ 72      Chairman of the Board, AECOM         14         Sempra Energy;
 Director (1996)               Technology Corporation                          Southwest Water Company
                               (engineering, consulting and
                               professional technical
                               services)
- -----------------------------------------------------------------------------------------------------------------
 Olin C. Robison, 70           Fellow, The Oxford Centre for         3         American Shared Hospital Services
 Director (1987)               the Study of Christianity and
                               Culture; Director, The Oxford
                               Project on Religion and
                               Public Policy; President
                               Emeritus of the Salzburg
                               Seminar; President Emeritus,
                               Middlebury College
- -----------------------------------------------------------------------------------------------------------------





                  The Investment Company of America -- Page 9

<PAGE>


"INTERESTED" DIRECTORS/6/,/7/


                                    PRINCIPAL OCCUPATION(S)
                                     DURING PAST FIVE YEARS
 NAME, AGE AND                           AND POSITIONS             NUMBER OF
 POSITION WITH FUND              HELD WITH AFFILIATED ENTITIES   PORTFOLIOS/3/
 (YEAR FIRST ELECTED              OR THE PRINCIPAL UNDERWRITER     OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A DIRECTOR/OFFICER/2/)                OF THE FUND             BY DIRECTOR            BY DIRECTOR
- -------------------------------------------------------------------------------------------------------------

 R. Michael Shanahan, 68          Chairman Emeritus, Capital           2         None
 Vice Chairman of the Board       Research and Management
 (1994)                           Company; Director, American
                                  Funds Distributors, Inc.*;
                                  Chairman of the Executive
                                  Committee, The Capital Group
                                  Companies, Inc.*; Chairman
                                  of the Board, Capital
                                  Management Services, Inc.*;
                                  Director, Capital Strategy
                                  Research, Inc.*
- -------------------------------------------------------------------------------------------------------------
 James B. Lovelace,  50           Senior Vice President and            2         None
 Senior Vice President (1994)     Director, Capital Research
                                  and Management Company
- -------------------------------------------------------------------------------------------------------------
 Donald D. O'Neal, 46             Senior Vice President and            3         None
 Senior Vice President (1994)     Director, Capital Research
                                  and Management Company
- -------------------------------------------------------------------------------------------------------------





                  The Investment Company of America -- Page 10

<PAGE>

OTHER OFFICERS/7/


 NAME, AGE AND
 POSITION WITH FUND         PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
 (YEAR FIRST ELECTED          AND POSITIONS HELD WITH AFFILIATED ENTITIES
 AS AN OFFICER/2/)             OR THE PRINCIPAL UNDERWRITER OF THE FUND
- -------------------------------------------------------------------------------

 Joyce E. Gordon, 50    Senior Vice President and Director, Capital Research
 Senior Vice            and Management Company
 President (1998)
- -------------------------------------------------------------------------------
 J. Dale Harvey, 41     Vice President, Capital Research and Management
 Vice President         Company; Director, American Funds Service Company*
 (2006)
- -------------------------------------------------------------------------------
 Anne M. Llewellyn,     Vice President - Fund Business Management Group,
 59                     Capital Research and Management Company
 Vice President
 (1984)
- -------------------------------------------------------------------------------
 Vincent P. Corti, 50   Vice President - Fund Business Management Group,
 Secretary (1994)       Capital Research and Management Company
- -------------------------------------------------------------------------------
 Carmelo Spinella, 43   Senior Vice President - Fund Business Management Group,
 Treasurer (2006)       Capital Research and Management Company; Director,
                        American Funds Service Company*
- -------------------------------------------------------------------------------
 R. Marcia Gould, 52    Vice President - Fund Business Management Group,
 Assistant Treasurer    Capital Research and Management Company
 (1993)
- -------------------------------------------------------------------------------




* Company affiliated with Capital Research and Management Company.

/1/  The term "independent" director refers to a director who is not an "interested
     person" within the meaning of the 1940 Act.

/2/  Directors and officers of the fund are elected annually and serve until
     earlier resignation, removal or retirement.

/3/  Funds managed by Capital Research and Management Company, including the
     American Funds, American Funds Insurance Series,(R) which is composed of 15
     funds and serves as the underlying investment vehicle for certain variable
     insurance contracts, American Funds Target Date Retirement Series,/SM/ Inc.,
     which is composed of nine funds and is available to investors in tax-deferred
     retirement plans and IRAs, and Endowments, which is composed of two portfolios
     and is available to certain nonprofit organizations.
/4/  This includes all directorships (other than those in the American Funds) that
     are held by each director as a director of a public company or a registered
     investment company.
/5/  The investment adviser and its affiliates use a subsidiary of AECOM, Inc. to
     perform architectural and space management services. The investment adviser's
     business relationship with the group preceded its acquisition by AECOM in 1994.
     The total fees relating to this engagement for the last two years represent
     less than 0.1% of AECOM, Inc.'s 2005 gross revenues.

/6/  "Interested persons," 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).
/7/  All of the officers listed, with the exception of Anne M. Llewellyn and
     Carmelo Spinella, 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 DIRECTORS AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET,
55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY.



                  The Investment Company of America -- Page 11

<PAGE>


FUND SHARES OWNED BY DIRECTOR AS OF DECEMBER 31, 2006


                                                     AGGREGATE DOLLAR RANGE/1/
                                                             OF SHARES
                                                         OWNED IN ALL FUNDS
                                                       IN THE AMERICAN FUNDS
                            DOLLAR RANGE/1/ OF FUND       FAMILY OVERSEEN
           NAME                  SHARES OWNED               BY DIRECTOR
- -------------------------------------------------------------------------------

 "INDEPENDENT" DIRECTORS
- -------------------------------------------------------------------------------
 Louise H. Bryson                Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Mary Anne Dolan                 Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Martin Fenton                $50,001 - $100,000           Over $100,000
- -------------------------------------------------------------------------------
 Leonard R. Fuller             $10,001 - $50,000         $50,001 - $100,000
- -------------------------------------------------------------------------------
 Claudio X. Gonzalez Laporte     Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 L. Daniel Jorndt                Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 John G. McDonald                Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Bailey Morris-Eck               Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Richard G. Newman               Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Olin C. Robison                 Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 "INTERESTED" DIRECTORS
- -------------------------------------------------------------------------------
 James B. Lovelace               Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 Donald D. O'Neal                Over $100,000             Over $100,000
- -------------------------------------------------------------------------------
 R. Michael Shanahan             Over $100,000             Over $100,000
- -------------------------------------------------------------------------------




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


DIRECTOR COMPENSATION -- No compensation is paid by the fund to any officer or
director who is a director, officer or employee of the investment adviser or its
affiliates. The boards of funds advised by the investment adviser typically meet
either individually or jointly with the boards of one or more other such funds
with substantially overlapping board membership (in each case referred to as a
"board cluster"). The fund typically pays each independent director an annual
fee, which ranges from $50,000 to $81,500, based primarily on the total number
of board clusters on which that independent director serves.


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


                  The Investment Company of America -- Page 12

<PAGE>


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


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


DIRECTOR COMPENSATION PAID DURING THE FISCAL YEAR ENDED DECEMBER 31, 2006


                                                                       TOTAL COMPENSATION (INCLUDING
                                                                            VOLUNTARILY DEFERRED
                                            AGGREGATE COMPENSATION            COMPENSATION/1/)
                                            (INCLUDING VOLUNTARILY       FROM ALL FUNDS MANAGED BY
                                           DEFERRED COMPENSATION/1/)  CAPITAL RESEARCH AND MANAGEMENT
 NAME                                            FROM THE FUND          COMPANY OR ITS AFFILIATES/2/
- ------------------------------------------------------------------------------------------------------

 Louise H. Bryson/3/                               $ 88,500                       $ 88,500
- ------------------------------------------------------------------------------------------------------
 Mary Anne Dolan                                     73,668                        143,500
- ------------------------------------------------------------------------------------------------------
 Martin Fenton/3/                                   101,657                        346,890
- ------------------------------------------------------------------------------------------------------
 Leonard R. Fuller/3/                                76,222                        227,810
- ------------------------------------------------------------------------------------------------------
 Claudio X. Gonzalez Laporte/3/                      76,000                         76,000
- ------------------------------------------------------------------------------------------------------
 L. Daniel Jorndt/3/,/4/                             52,750                         52,750
- ------------------------------------------------------------------------------------------------------
 John G. McDonald/3/                                 92,188                        340,000
- ------------------------------------------------------------------------------------------------------
 Bailey Morris-Eck                                   71,168                        139,500
- ------------------------------------------------------------------------------------------------------
 Richard G. Newman                                   84,273                        163,810
- ------------------------------------------------------------------------------------------------------
 Olin C. Robison/3/                                  77,668                        144,500
- ------------------------------------------------------------------------------------------------------




/1/  Amounts may be deferred by eligible directors under a nonqualified deferred
     compensation plan adopted by the fund in 1993. Deferred amounts accumulate at
     an earnings rate determined by the total return of one or more American Funds
     as designated by the directors. Compensation shown in this table for the fiscal
     year ended December 31, 2006 does not include earnings on amounts deferred in
     previous fiscal years. See footnote 3 to this table for more information.

/2/  Funds managed by Capital Research and Management Company, including the
     American Funds, American Funds Insurance Series,(R) which is composed of 15
     funds and serves as the underlying investment vehicle for certain variable
     insurance contracts, American Funds Target Date Retirement Series,/SM/ Inc.,
     which is composed of nine funds and is available to investors in tax-deferred
     retirement plans and IRAs, and Endowments, which is composed of two portfolios
     and is available to certain nonprofit organizations.
/3/  Since the deferred compensation plan's adoption, the total amount of deferred
     compensation accrued by the fund (plus earnings thereon) through the 2006
     fiscal year for participating directors is as follows: Louise H. Bryson
     ($675,429), Martin Fenton ($168,186), Leonard R. Fuller ($10,940), Claudio X.
     Gonzalez Laporte ($510,702), L. Daniel Jorndt ($49,882), John G. McDonald
     ($1,453,516) and Olin C. Robison ($704,940). Amounts deferred and accumulated
     earnings thereon are not funded and are general unsecured liabilities of the
     fund until paid to the directors.
/4/  L. Daniel Jorndt was elected a director of the fund in May 2006.


As of February 1, 2007, the officers and directors of the fund and their
families, as a group, owned beneficially or of record less than 1% of the
outstanding shares of the fund.


                  The Investment Company of America -- Page 13

<PAGE>


FUND ORGANIZATION AND THE BOARD OF DIRECTORS -- The fund, an open-end,
diversified management investment company, was organized as a Delaware
corporation on August 28, 1933. Although the board of directors has delegated
day-to-day oversight to the investment adviser, all fund operations are
supervised by the fund's board, which meets periodically and performs duties
required by applicable state and federal laws.


Delaware law provides that the business and affairs of the fund are managed by
or under the direction of the board of directors. Directors are charged with
fiduciary duties of care and loyalty to the fund and its shareholders.
Generally, a director will satisfy his or her duties if he or she acts with the
care of an ordinarily prudent person under similar circumstances and refrains
from self-dealing.


Members of the board who are not employed by the investment adviser or its
affiliates are paid certain fees for services rendered to the fund as described
above. They may elect to defer all or a portion of these fees through a deferred
compensation plan in effect for the fund.

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


The fund holds annual meetings of shareholders for the purpose of electing
directors. Significant matters that require shareholder approval, such as 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.
At the request of the holders of at least 10% of the shares, the fund will hold
a meeting at which any member of the board could be removed by a majority vote.

The fund's certificate of incorporatoin and by-laws as well as separate
indemnification agreements that the fund has entered into with independent
directors provide in effect that, subject to certain conditions, the fund will
indemnify its officers and directors against liabilities or expenses actually
and reasonably incurred by them relating to their service to the fund. However,
directors 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 DIRECTORS -- The fund has an audit committee
comprised of Louise H. Bryson, Mary Anne Dolan, Martin Fenton, Leonard R.
Fuller, Claudio X. Gonzalez Laporte, L. Daniel Jorndt, John G. McDonald, Bailey
Morris-Eck, Richard G. Newman and Olin C. Robison, 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


                  The Investment Company of America -- Page 14

<PAGE>


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 directors. Five audit committee meetings were held during the 2006
fiscal year.


The fund has a governance and contracts committee comprised of Louise H. Bryson,
Mary Anne Dolan, Martin Fenton, Leonard R. Fuller, Claudio X. Gonzalez Laporte,
L. Daniel Jorndt, John G. McDonald, Bailey Morris-Eck, Richard G. Newman and
Olin C. Robison, 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,
Principal Underwriting Agreement, Administrative Services Agreement and Plans of
Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund
may enter into, renew or continue, and to make its recommendations to the full
board of directors on these matters. One governance and contracts committee
meeting was held during the 2006 fiscal year.

The fund has a nominating committee comprised of Louise H. Bryson, Mary Anne
Dolan, John G. McDonald and Olin C. Robison, 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 directors. The committee also
evaluates, selects and nominates independent director and advisory board member
candidates to the full board of directors. While the committee normally is able
to identify from its own and other resources an ample number of qualified
candidates, it will consider shareholder suggestions of persons to be considered
as nominees to fill future vacancies on the board. Such suggestions must be sent
in writing to the nominating committee of the fund, addressed to the fund's
secretary, and must be accompanied by complete biographical and occupational
data on the prospective nominee, along with a written consent of the prospective
nominee for consideration of his or her name by the committee. Three nominating
committee meetings were held during the 2006 fiscal year.


The fund has a proxy committee comprised of Leonard R. Fuller, John G. McDonald
and Richard G. Newman, none of whom is an "interested person" of the fund within
the meaning of the 1940 Act. The committee's functions include establishing and
reviewing procedures and policies for voting proxies of companies held in the
fund's portfolio, making determinations with regard to certain contested proxy
voting issues, and discussing related current issues. Five proxy committee
meetings were held during the 2006 fiscal year.


                  The Investment Company of America -- Page 15

<PAGE>


                             ADVISORY BOARD MEMBERS
The board of directors has established an advisory board whose members are, in
the judgment of the directors, highly knowledgeable about world political and
economic matters. In addition to holding meetings with the board of directors,
members of the advisory board, while not participating in specific investment
decisions, consult from time to time with the investment adviser, primarily with
respect to world trade and business conditions. Members of the advisory board,
however, possess no authority or responsibility with respect to the fund's
investments or management. The chart below sets out additional information about
the advisory board members.




                                                                     NUMBER OF
                                                                     BOARDS/1/
                                                                       WHICH
 NAME AND AGE                       PRINCIPAL OCCUPATION(S)           MEMBER
 (YEAR FIRST ELECTED)               DURING PAST FIVE YEARS            SERVES     OTHER DIRECTORSHIPS/2/ HELD
- -------------------------------------------------------------------------------------------------------------

 Thomas M. Crosby, Jr., 68   Partner, Faegre & Benson (law firm)         1       None
 (1995)
- -------------------------------------------------------------------------------------------------------------
 Ellen H. Goldberg, 61       Consultant; Interim President, Santa        1       None
 (1998)                      Fe Institute (former President);
                             Professor Emeritus, University of New
                             Mexico
- -------------------------------------------------------------------------------------------------------------
 William H. Kling, 61        President, American Public Media            8       Irwin Financial Corporation
 (1985)                      Group
- -------------------------------------------------------------------------------------------------------------
 Robert J. O'Neill, 70       Planning Director and acting CEO of         3       None
 (1988)                      the United States Studies Centre,
                             University of Sydney, Australia;
                             Member of the Board of Directors, The
                             Lowy Institute for International
                             Policy Studies, Sydney, Australia;
                             former Deputy Chairman of the Council
                             and Chairman of the International
                             Advisory Panel, Graduate School of
                             Government, University of Sydney,
                             Australia; former Chairman of the
                             Council, Australian Strategic Policy
                             Institute; former Chichele Professor
                             of the History of War and Fellow, All
                             Souls College, University of Oxford;
                             former Chairman of the Council,
                             International Institute for Strategic
                             Studies
- -------------------------------------------------------------------------------------------------------------
 William J. Spencer, 76      Chairman Emeritus and former Chairman       1       LECG Corporation
 (2006)                      of the Board and CEO, SEMATECH
                             (research and development consortium)
- -------------------------------------------------------------------------------------------------------------
 Norman R. Weldon, 72        Managing Director, Partisan                 1       AtriCure, Inc.
 (1977)                      Management Group, Inc. (venture
                             capital investor in medical device
                             companies); former Chairman of the
                             Board, Novoste Corporation; former
                             President and Director, Corvita
                             Corporation
- -------------------------------------------------------------------------------------------------------------






                  The Investment Company of America -- Page 16

<PAGE>


/1/  Funds managed by Capital Research and Management Company, including the
     American Funds, American Funds Insurance Series,(R) which is composed of 15
     funds and serves as the underlying investment vehicle for certain variable
     insurance contracts, American Funds Target Date Retirement Series,/SM/ Inc.,
     which is composed of nine funds and is available to investors in tax-deferred
     retirement plans and IRAs, and Endowments, which is composed of two portfolios
     and is available to certain nonprofit organizations.

/2/  This includes all directorships (other than those of the American Funds) that
     are held by each advisory board member as a director of a public company or a
     registered investment company.

THE ADDRESS FOR ALL ADVISORY BOARD MEMBERS OF THE FUND IS 333 SOUTH HOPE STREET
- - 55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY.

ADVISORY BOARD MEMBER COMPENSATION -- The fund pays fees of $5,500 per annum to
advisory board members who are not affiliated with the investment adviser, plus
$1,500 for each meeting attended in conjunction with meetings with the board of
directors.


No pension or retirement benefits are accrued as part of fund expenses. The
advisory board members may elect, on a voluntary basis, to defer all or a
portion of their fees through a deferred compensation plan in effect for the
fund. The fund also reimburses certain expenses of the advisory board members
who are not affiliated with the fund.


ADVISORY BOARD MEMBER COMPENSATION PAID DURING THE FISCAL YEAR ENDED DECEMBER
31, 2006


                                                        TOTAL COMPENSATION (INCLUDING
                         AGGREGATE COMPENSATION     VOLUNTARILY DEFERRED COMPENSATION/1/)
                         (INCLUDING VOLUNTARILY           FROM ALL FUNDS MANAGED BY
                        DEFERRED COMPENSATION/1/)      CAPITAL RESEARCH AND MANAGEMENT
         NAME                 FROM THE FUND             COMPANY OR ITS AFFILIATES/2/
- ------------------------------------------------------------------------------------------

 Thomas M. Crosby, Jr.           $ 8,500                          $  8,500
- ------------------------------------------------------------------------------------------
 Ellen H. Goldberg                 8,500                             8,500
- ------------------------------------------------------------------------------------------
 William H. Kling                  8,500                           251,333
- ------------------------------------------------------------------------------------------
 Robert J. O'Neill                 8,500                           103,000
- ------------------------------------------------------------------------------------------
 William J. Spencer/3/            55,833                            55,833
- ------------------------------------------------------------------------------------------
 Norman R. Weldon                  8,500                            82,085
- ------------------------------------------------------------------------------------------





                  The Investment Company of America -- Page 17

<PAGE>


/1/  Amounts may be deferred by eligible advisory board members under a
     non-qualified deferred compensation plan adopted by the fund in 1993. Deferred
     amounts accumulate at an earnings rate determined by the total return of one or
     more American Funds as designated by the advisory board member. Compensation
     for the fiscal year ended December 31, 2006 includes earnings on amounts
     deferred in previous years.

/2/  Funds managed by Capital Research and Management Company, including the
     American Funds, American Funds Insurance Series,(R) which is composed of 15
     funds and serves as the underlying investment vehicle for certain variable
     insurance contracts, American Funds Target Date Retirement Series,/SM/ Inc.,
     which is composed of nine funds and is available to investors in tax-deferred
     retirement plans and IRAs, and Endowments, which is composed of two portfolios
     and is available to certain nonprofit organizations.
/3/  William J. Spencer retired as a director of the fund in August 2006 and was
     subsequently elected to the advisory board. The aggregate compensation listed
     above represent fees paid to him for his service as a director during 2006. In
     addition, his total deferred compensation accrued by the fund (plus earnings
     thereon) through the 2006 fiscal year was $1,094,517.

PROXY VOTING PROCEDURES AND GUIDELINES -- The fund and its investment adviser
have adopted Proxy Voting Guidelines (the "Guidelines") with respect to voting
proxies of securities held by the fund, other American Funds, Endowments and
American Funds Insurance Series. Certain American Funds, including the fund,
have established separate proxy voting committees that vote proxies or delegate
to a voting officer the authority to vote on behalf of those funds. Proxies for
all other funds are voted by a committee of the investment adviser under
authority delegated by those funds' boards. Therefore, if more than one fund
invests in the same company, they may vote differently on the same proposal.



All U.S. proxies are voted. Non-U.S. proxies also are voted, provided there is
sufficient time and information available. After a proxy is received, the
investment adviser prepares a summary of the proposals in the proxy. A
discussion of any potential conflicts of interest is also included in the
summary. After reviewing the summary, one or more research analysts familiar
with the company and industry make a voting recommendation on the proxy
proposals. A second recommendation is made by a proxy coordinator (a senior
investment professional) based on the individual's knowledge of the Guidelines
and familiarity with proxy-related issues. The proxy summary and voting
recommendations are then sent to the appropriate proxy voting committee for the
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 Guidelines, 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 Guidelines 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


                  The Investment Company of America -- Page 18

<PAGE>


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 American
Funds website at americanfunds.com 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 Guidelines is available upon request, free
of charge, by calling American Funds Service Company at 800/421-0180 or visiting
the American Funds website.


     DIRECTOR MATTERS -- The election of a company's slate of nominees for
     director is generally 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 may also be
     supported. Typically, proposals to declassify the board (elect all
     directors annually) are supported based on the belief that this increases
     the directors' sense of accountability to shareholders.

     SHAREHOLDER RIGHTS -- Proposals to repeal an existing poison pill, to
     provide for confidential voting and to provide for cumulative voting are
     usually supported. 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 are not typically 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 are generally 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 February 1, 2007. Unless
otherwise indicated, the ownership percentages below represent ownership of
record rather than beneficial ownership.


                  The Investment Company of America -- Page 19

<PAGE>



                 NAME AND ADDRESS                    OWNERSHIP PERCENTAGE
- ----------------------------------------------------------------------------

 Edward D. Jones & Co.                               Class A        18.72%
 201 Progress Parkway                                Class B        11.77
 Maryland Heights, MO 63043-3009
- ----------------------------------------------------------------------------
 Citigroup Global Markets, Inc.                      Class B         6.64
 333 W. 34th Street                                  Class C        17.46
 New York, NY 10001-2402
- ----------------------------------------------------------------------------
 MLPF&S                                              Class B         5.25
 4800 Deer Lake Drive, East, Floor 2                 Class C        15.89
 Jacksonville, FL 32246-6484
- ----------------------------------------------------------------------------
 Charles Schwab & Co., Inc.                          Class F         8.39
 101 Montgomery Street
 San Francisco, CA 94104-4151
- ----------------------------------------------------------------------------
 Hartford Life Insurance Co.                         Class R-1      32.51
 P.O. Box 2999                                       Class R-3      14.28
 Hartford, CT 06104-2999
- ----------------------------------------------------------------------------
 John Hancock Life Ins. Co. USA                      Class R-3      16.59
 601 Congress Street
 Boston, MA 02210-2804
- ----------------------------------------------------------------------------
 Saxon & Co.                                         Class R-4       7.91
 P.O. Box 7780-1888
 Philadelphia, PA 19182-0001
- ----------------------------------------------------------------------------
 State Street Bank & Trust Co.                       Class R-5      66.15
 105 Rosemont Road
 Westwood, MA 02090-2318
- ----------------------------------------------------------------------------
 Fidelity Investments Institutional Operations Co.   Class R-5       5.21
 100 Magellan Way
 Covington, KY 41015-1999
- ----------------------------------------------------------------------------
 Mercer Trust Company                                Class R-5       5.07
 1 Investors Way
 Norwood, MA 02062-1584
- ----------------------------------------------------------------------------




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, DC, 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 135 South State College Boulevard,
Brea, CA 92821. It is a wholly owned subsidiary of The Capital Group Companies,
Inc., a holding company for several investment management subsidiaries. The
investment adviser manages equity assets for the American Funds through two
divisions. These divisions generally function separately from each other with
respect to investment research activities and they make investment decisions for
the funds on a separate basis.


The investment adviser has adopted policies and procedures that address issues
that may arise as a result of an investment professional's management of the
fund and other funds and accounts. Potential issues could involve allocation of
investment opportunities and trades among


                  The Investment Company of America -- Page 20

<PAGE>


funds and accounts, use of information regarding the timing of fund trades,
investment professional compensation and voting relating to portfolio
securities. The investment adviser has adopted policies and procedures that it
believes 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. In addition, Capital Research and Management Company's investment
analysts may make investment decisions with respect to a portion of a fund's
portfolio within their research coverage. Portfolio counselors and investment
analysts may also make investment decisions for other mutual funds advised by
Capital Research and Management Company.


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 will vary depending on the
individual's portfolio results, contributions to the organization and other
factors. In order to encourage a long-term focus, bonuses based on investment
results are calculated by comparing pretax total returns to relevant benchmarks
over both the most recent year and a four-year rolling average, with the greater
weight placed on the four-year rolling average. For portfolio counselors,
benchmarks may include measures of the marketplaces in which the relevant fund
invests and measures of the results of comparable mutual funds. For investment
analysts, benchmarks may include relevant market measures and appropriate
industry or sector indexes reflecting their areas of expertise. Capital Research
and Management Company also separately compensates analysts for the quality of
their research efforts. The benchmarks against which The Investment Company of
America portfolio counselors are measured include: S&P 500, the securities that
are eligible to be purchased by the fund and Lipper Growth and Income Funds
Index.


PORTFOLIO COUNSELOR FUND HOLDINGS AND OTHER MANAGED ACCOUNTS -- As described
below, portfolio counselors may personally own 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 Investment Company of America -- Page 21

<PAGE>


THE FOLLOWING TABLE REFLECTS INFORMATION AS OF DECEMBER 31, 2006:




                                           NUMBER             NUMBER
                                          OF OTHER           OF OTHER           NUMBER
                                         REGISTERED           POOLED           OF OTHER
                                         INVESTMENT         INVESTMENT         ACCOUNTS
                                      COMPANIES (RICS)    VEHICLES (PIVS)        THAT
                                            THAT               THAT            PORTFOLIO
                                         PORTFOLIO           PORTFOLIO         COUNSELOR
                      DOLLAR RANGE       COUNSELOR           COUNSELOR        MANAGES AND
                         OF FUND        MANAGES AND         MANAGES AND        ASSETS OF
     PORTFOLIO           SHARES        ASSETS OF RICS     ASSETS OF PIVS    OTHER ACCOUNTS
     COUNSELOR          OWNED/1/       IN BILLIONS/2/     IN BILLIONS/3/    IN BILLIONS/4/
- ---------------------------------------------------------------------------------------------

 R. Michael Shanahan      Over          3       $206.6         None               None
                       $1,000,000
- ----------------------------------------------------------------------------------------------
 James B. Lovelace     $100,001 --      3       $104.0       1      $0.05         None
                        $500,000
- ----------------------------------------------------------------------------------------------
 Donald D. O'Neal      $500,001 --      2       $252.0       1      $0.05         None
                       $1,000,000
- ----------------------------------------------------------------------------------------------
 Joyce E. Gordon          Over          3       $104.0         None               None
                       $1,000,000
- ----------------------------------------------------------------------------------------------
 J. Dale Harvey        $100,001 --      4       $215.3         None               None
                        $500,000
- ----------------------------------------------------------------------------------------------
 James E. Drasdo          Over          2       $201.1         None               None
                       $1,000,000
- ----------------------------------------------------------------------------------------------
 Darcy B. Kopcho       $100,001 --      1       $ 83.2         None               None
                        $500,000
- ----------------------------------------------------------------------------------------------
 C. Ross Sappenfield   $100,001 --      2       $115.2         None               None
 Sappenfield            $500,000
- ----------------------------------------------------------------------------------------------




/1/  Ownership disclosure is made using the following ranges: None; $1 - $10,000;
     $10,001 - $50,000; $50,001 - $100,000; $100,001 - $500,000; $500,001 -
     $1,000,000; and Over $1,000,000. The amounts listed include shares owned
     through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
/2/  Indicates fund(s) where the 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
     indicative of 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 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 indicative of 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.

INVESTMENT ADVISORY AND SERVICE AGREEMENT -- The Investment Advisory and Service
Agreement (the "Agreement") between the fund and the investment adviser will
continue in effect until April 30, 2008, 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 directors, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting


                  The Investment Company of America -- Page 22

<PAGE>


securities of the fund, and (b) the vote of a majority of directors 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; shareholder recordkeeping and administrative
expenses; costs of the designing, printing and mailing of reports, prospectuses,
proxy statements and notices to its shareholders; taxes; expenses of the
issuance and redemption of fund shares (including stock certificates,
registration and qualification fees and expenses); expenses pursuant to the
fund's plans of distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to independent directors and members of the
advisory board; association dues; costs of stationery and forms prepared
exclusively for the fund; and costs of assembling and storing shareholder
account data.


As compensation for its services, the investment adviser receives a monthly fee
that is based on prior month-end net assets, calculated at the annual rate of
0.39% on the first $1 billion of 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
0.234% on net assets over $21 billion to $34 billion, plus 0.231% on net assets
over $34 billion to $44 billion, plus 0.228% on net assets over $44 billion to
$55 billion, plus 0.225% on net assets over $55 billion to $71 billion, plus
0.222% on net assets over $71 billion to $89 billion, plus 0.219% on net assets
in excess of $89 billion.


The Agreement provides that if the normal operating expenses of the fund,
including the management fee paid to the investment adviser, and certain
expenses of the fund, for any fiscal year during which the Agreement is in
effect, exceed the expense limitations applicable to the fund imposed by state
securities laws or any regulations thereunder, the investment adviser will
reduce its fee by the extent of such excess and, if required pursuant to any
such laws or regulations, will reimburse the fund in the amount of such excess.
Expenses that are not subject to these limitations are interest, taxes,
brokerage costs, distribution expenses pursuant to a plan under rule 12b-1 and
extraordinary expenses such as litigation and acquisitions. Under the most
restrictive state regulations, as of the effective date of the Agreement, the
investment adviser would be required to reimburse the fund if the normal
operating expenses exceed the lesser of: (i) 1 1/2% of the average value of the
fund's net assets for the fiscal year up to $30 million, plus 1% of the average
value of the fund's net assets for the fiscal year in excess of $30 million or
(ii) 25% of the gross investment income of the fund.


                  The Investment Company of America -- Page 23

<PAGE>


To the extent the investment adviser is required to reduce its management fee
pursuant to the expense limitations described above due to the expenses of the
Class A shares exceeding the stated limit, the investment adviser will either:
(i) reduce its management fee similarly for other classes of shares or (ii)
reimburse the fund for other expenses to the extent necessary to result in an
expense reduction only for Class A shares of the fund.

For the fiscal years ended December 31, 2006, 2005 and 2004, the investment
adviser was entitled to receive from the fund management fees of $198,992,000,
$182,140,000 and $167,990,000, respectively. After giving effect to the
management fee waiver described below, the fund paid the investment adviser
management fees of $179,093,000 (a reduction of $19,899,000), $166,165,000 (a
reduction of $15,975,000) and $165,092,000 (a reduction of $2,898,000) for the
fiscal years ended December 31, 2006, 2005 and 2004, respectively.


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. Beginning April 1, 2005, this waiver increased
to 10% of the management fees that the investment adviser is otherwise entitled
to receive. As a result of this waiver, management fees are reduced similarly
for all classes of shares of the fund.


ADMINISTRATIVE SERVICES AGREEMENT -- The Administrative Services Agreement (the
"Administrative Agreement") between the fund and the investment adviser relating
to the fund's Class C, F, R and 529 shares will continue in effect until April
30, 2008, 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 the vote of a majority of directors who are not parties to the
Administrative Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The fund may terminate the Administrative Agreement at any time
by vote of a majority of independent directors. The investment adviser has the
right to terminate the Administrative Agreement upon 60 days' written notice to
the fund. The Administrative Agreement automatically terminates in the event of
its assignment (as defined in the 1940 Act).


Under the Administrative Agreement, the investment adviser provides certain
transfer agent and administrative services for shareholders of the fund's Class
C and F shares, and Class R and 529 shares. The investment adviser may contract
with third parties, including American Funds Service Company, the fund's
Transfer Agent, to provide these services. Services include, but are not limited
to, shareholder account maintenance, transaction processing, tax information
reporting and shareholder and fund communications. In addition, the investment
adviser monitors, coordinates and oversees the activities performed by third
parties providing such services. For Class R-1 and R-2 shares, the investment
adviser has agreed to pay a portion of the fees payable under the Administrative
Agreement that would otherwise have been paid by the fund. For the year ended
December 31, 2006, the total fees paid by the investment adviser were $487,000.


As compensation for its services, the investment adviser receives transfer agent
fees for transfer agent services provided to the fund's Class C, F, R and 529
shares. Transfer agent fees are paid monthly according to a fee schedule
contained in a Shareholder Services Agreement between the fund and American
Funds Service Company. The investment adviser also receives an administrative
services fee at the annual rate of up to 0.15% of the average daily net assets
for Class C, F, R (excluding Class R-5 shares) and 529 shares for administrative
services provided to these share classes. Administrative services fees are paid
monthly and accrued daily. The


                  The Investment Company of America -- Page 24

<PAGE>


investment adviser uses a portion of this fee to compensate third parties for
administrative services provided to the fund. Of the remainder, the investment
adviser does not retain more than 0.05% of the average daily net assets for each
applicable share class. For Class R-5 shares, the administrative services fee is
calculated at the annual rate of up to 0.10% of the average daily net assets.
This fee is subject to the same uses and limitations described above.


During the 2006 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:


                                             ADMINISTRATIVE SERVICES FEE
- ------------------------------------------------------------------------------

               CLASS C                               $4,707,000
- ------------------------------------------------------------------------------
               CLASS F                                1,497,000
- ------------------------------------------------------------------------------
             CLASS 529-A                                868,000
- ------------------------------------------------------------------------------
             CLASS 529-B                                243,000
- ------------------------------------------------------------------------------
             CLASS 529-C                                304,000
- ------------------------------------------------------------------------------
             CLASS 529-E                                 37,000
- ------------------------------------------------------------------------------
             CLASS 529-F                                  8,000
- ------------------------------------------------------------------------------
              CLASS R-1                                  64,000
- ------------------------------------------------------------------------------
              CLASS R-2                               2,785,000
- ------------------------------------------------------------------------------
              CLASS R-3                               1,515,000
- ------------------------------------------------------------------------------
              CLASS R-4                                 403,000
- ------------------------------------------------------------------------------
              CLASS R-5                               1,737,000
- ------------------------------------------------------------------------------



PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds Distributors,
Inc. (the "Principal Underwriter") is the principal underwriter of the fund's
shares. The Principal Underwriter is located at 333 South Hope Street, Los
Angeles, CA 90071; 135 South State College Boulevard, Brea, CA 92821; 15370
Barranca Parkway, Irvine, CA 92618; 3500 Wiseman Boulevard, San Antonio, TX
78251; 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240; and 5300 Robin
Hood Road, Norfolk, VA 23513.


The Principal Underwriter receives revenues from sales of the fund's shares. For
Class A and 529-A shares, the Principal Underwriter receives commission revenue
consisting of that portion of the Class A and 529-A sales charge remaining after
the allowances by the Principal Underwriter to investment dealers. For Class B
and 529-B shares, the Principal Underwriter sells the rights to the 12b-1 fees
paid by the fund for distribution expenses to a third party and receives the
revenue remaining after compensating investment dealers for sales of Class B and
529-B shares. The fund also pays the Principal Underwriter for advancing the
immediate service fees paid to qualified dealers of Class B and 529-B shares.
For Class C and 529-C shares, the Principal Underwriter receives any contingent
deferred sales charges that apply during the first year after purchase. The fund
pays the Principal Underwriter for advancing the immediate service fees and
commissions paid to qualified dealers of Class C and 529-C shares. For Class
529-E shares, the fund pays the Principal Underwriter for advancing the
immediate service fees and commissions paid to qualified dealers. For Class F
and 529-F shares, the fund pays the


                  The Investment Company of America -- Page 25

<PAGE>


Principal Underwriter for advancing the immediate service fees paid to qualified
dealers and advisers who sell Class F and 529-F shares. For Class R-1, R-2, R-3
and R-4 shares, the fund pays the Principal Underwriter for advancing the
immediate service fees paid to qualified dealers and advisers who sell Class
R-1, R-2, R-3 and R-4 shares.


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


                                               COMMISSIONS,        ALLOWANCE OR
                                                  REVENUE          COMPENSATION
                         FISCAL YEAR/PERIOD  OR FEES RETAINED       TO DEALERS
- -----------------------------------------------------------------------------------

       CLASS A                  2006            $21,449,000        $ 97,597,000
                                2005             23,259,000         107,667,000
                                2004             30,647,000         143,628,000
- -----------------------------------------------------------------------------------
       CLASS B                  2006              1,472,000           9,507,000
                                2005              1,908,000          12,381,000
                                2004              3,668,000          24,863,000
- -----------------------------------------------------------------------------------
       CLASS C                  2006                598,000           4,228,000
                                2005              1,103,000           4,765,000
                                2004              1,863,000           7,444,000
- -----------------------------------------------------------------------------------
     CLASS 529-A                2006              1,196,000           5,796,000
                                2005              1,230,000           6,073,000
                                2004              1,331,000           6,637,000
- -----------------------------------------------------------------------------------
     CLASS 529-B                2006                142,000             894,000
                                2005                189,000           1,148,000
                                2004                326,000           1,807,000
- -----------------------------------------------------------------------------------
     CLASS 529-C                2006                  9,000             582,000
                                2005                 23,000             577,000
                                2004                 39,000             640,000
- -----------------------------------------------------------------------------------



The fund has adopted plans of distribution (the "Plans") pursuant to rule 12b-1
under the 1940 Act. The Principal Underwriter receives amounts payable pursuant
to the Plans (see below). As required by rule 12b-1 and the 1940 Act, the Plans
(together with the Principal Underwriting Agreement) have been approved by the
full board of directors and separately by a majority of the


                  The Investment Company of America -- Page 26

<PAGE>


independent directors of the fund who have no direct or indirect financial
interest in the operation of the Plans or the Principal Underwriting Agreement.
Potential benefits of the Plans to the fund include quality shareholder
services; savings to the fund in transfer agency costs; and benefits to the
investment process from growth or stability of assets. The selection and
nomination of independent directors are committed to the discretion of the
independent directors during the existence of the Plans. The Plans may not be
amended to increase materially the amount spent for distribution without
shareholder approval. Plan expenses are reviewed quarterly and the Plans must be
renewed annually by the board of directors.


Under the Plans, the fund may annually expend the following amounts to finance
any activity primarily intended to result in the sale of fund shares, provided
the fund's board of directors has approved the category of expenses for which
payment is being made: (a) for Class A shares, up to 0.25% of the average daily
net assets attributable to Class A shares; (b) for Class 529-A shares, up to
0.50% of the average daily net assets attributable to Class 529-A shares; (c)
for Class B and 529-B shares, up to 1.00% of the average daily net assets
attributable to Class B and 529-B shares, respectively; (d) for Class C and
529-C shares, up to 1.00% of the average daily net assets attributable to Class
C and 529-C shares, respectively; (e) for Class 529-E shares, up to 0.75% of the
average daily net assets attributable to Class 529-E shares; (f) for Class F and
529-F shares, up to 0.50% of the average daily net assets attributable to Class
F and 529-F shares, respectively; (g) for Class R-1 shares, up to 1.00% of the
average daily net assets attributable to Class R-1 shares; (h) for Class R-2
shares, up to 1.00% of the average daily net assets attributable to Class R-2
shares; (i) for Class R-3 shares, up to 0.75% of the average daily net assets
attributable to Class R-3 shares; and (j) for Class R-4 shares, up to 0.50% of
the average daily net assets attributable to Class R-4 shares. The fund has not
adopted a Plan for Class R-5 shares; accordingly, no 12b-1 fees are paid from
Class R-5 share assets.

For Class A and 529-A shares: (a) up to 0.25% is reimbursed to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to the amount allowable under the fund's Class
A and 529-A 12b-1 limit, after reimbursement for paying service-related
expenses, is reimbursed to the Principal Underwriter for paying
distribution-related expenses, including dealer commissions and wholesaler
compensation paid on sales of shares of $1 million or more purchased without a
sales charge (including purchases by employer-sponsored defined
contribution-type retirement plans investing $1 million or more or with 100 or
more eligible employees, and retirement plans, endowments and foundations with
$50 million or more in assets -- "no load purchases"). Commissions on no load
purchases of Class A and 529-A shares in excess of the Class A and 529-A plan
limitations not reimbursed to the Principal Underwriter during the most recent
fiscal quarter are recoverable for five quarters, provided the amount recovered
does not cause the fund to exceed the annual expense limit. After five quarters,
these commissions are not recoverable.


For Class B and 529-B shares: (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) 0.75% is paid to the Principal Underwriter for
distribution-related expenses, including the financing of commissions paid to
qualified dealers.


For Class C and 529-C shares: (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.75% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.


                  The Investment Company of America -- Page 27

<PAGE>


For Class 529-E shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.25% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.


For Class F and 529-F shares: currently up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers or advisers.


For Class R-1 shares: (a) up to 0.25% is paid to the Principal Underwriter for
paying service-related expenses, including paying service fees to qualified
dealers, and (b) up to 0.75% is paid to the Principal Underwriter for
distribution-related expenses, including commissions paid to qualified dealers.


For Class R-2 shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.50% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.


For Class R-3 shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.25% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.


For Class R-4 shares: currently up to 0.25% is paid to the Principal Underwriter
for paying service-related expenses, including paying service fees to qualified
dealers or advisers.


As of the end of the 2006 fiscal year, total 12b-1 expenses, and the portion of
the expenses that remained unpaid, were:


                                                     12B-1 UNPAID LIABILITY
                              12B-1 EXPENSES              OUTSTANDING
- -----------------------------------------------------------------------------

  CLASS A                      $163,142,000               $14,391,000
- -----------------------------------------------------------------------------
  CLASS B                        40,236,000                 3,603,000
- -----------------------------------------------------------------------------
  CLASS C                        31,123,000                 2,864,000
- -----------------------------------------------------------------------------
  CLASS F                         3,708,000                   362,000
- -----------------------------------------------------------------------------
  CLASS 529-A                     1,916,000                   185,000
- -----------------------------------------------------------------------------
  CLASS 529-B                     2,138,000                   203,000
- -----------------------------------------------------------------------------
  CLASS 529-C                     2,833,000                   292,000
- -----------------------------------------------------------------------------
  CLASS 529-E                       209,000                    20,000
- -----------------------------------------------------------------------------
  CLASS 529-F                             0                         0
- -----------------------------------------------------------------------------
  CLASS R-1                         391,000                    44,000
- -----------------------------------------------------------------------------
  CLASS R-2                       4,167,000                   401,000
- -----------------------------------------------------------------------------
  CLASS R-3                       3,932,000                   385,000
- -----------------------------------------------------------------------------
  CLASS R-4                         693,000                    78,000
- -----------------------------------------------------------------------------





                  The Investment Company of America -- Page 28

<PAGE>


OTHER COMPENSATION TO DEALERS -- As of January 2007, the top dealers (or their
affiliates) that American Funds Distributors anticipates will receive additional
compensation (as described in the prospectus) include:

     A. G. Edwards & Sons, Inc.
     AIG Advisors Group:
          Advantage Capital Corporation
          AIG Financial Advisors, Inc.
          American General Securities Incorporated
          FSC Securities Corporation
          Royal Alliance Associates, Inc.
     AXA Advisors, LLC
     Cadaret, Grant & Co., Inc.
     Cambridge Investment Research, Inc.
     Commonwealth Financial Network
     Cuna Brokerage Services, Inc.
     Deutsche Bank Securities Inc.
     Edward Jones
     Genworth Financial Securities Corporation
     Hefren-Tillotson, Inc.
     HTK/Janney Montgomery Group:
          Hornor, Townsend & Kent, Inc.
          Janney Montgomery Scott LLC
     ING Advisors Network Inc.:
          Bancnorth Investment Group, Inc.
          Financial Network Investment Corporation
          Guaranty Brokerage Services, Inc.
          ING Financial Partners, Inc.
          Multi-Financial Securities Corporation
          Primevest Financial Services, Inc.
     InterSecurities/Transamerica:
          InterSecurities, Inc.
          Transamerica Financial Advisors, Inc.
     J.J.B. Hilliard/PNC Bank:
          J.J.B. Hilliard, W.L. Lyons, Inc.
          PNC Bank, National Association
          PNC Brokerage Corp.
          PNC Investments LLC
     Lincoln Financial Advisors Corporation:
          Lincoln Financial Advisors Corporation
          Jefferson Pilot Securities Corporation
     LPL Financial Services:
          Linsco/Private Ledger Corp.
          Uvest Investment Services
     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Metlife Enterprises:
          Metlife Securities Inc.
          Tower Square Securities
          New England Securities
          Walnut Street Securities, Inc.
     MML Investors Services, Inc.


                  The Investment Company of America -- Page 29

<PAGE>


     Morgan Keegan & Company, Inc.
     Morgan Stanley DW Inc.
     National Planning Holdings Inc.:
          Invest Financial Corporation
          Investment Centers of America, Inc.
          National Planning Corporation
          SII Investments, Inc.
     NFP Securities, Inc.
     Northwestern Mutual Investment Services, LLC
     Pacific Select Distributors Inc.:
          Associated Securities Corp.
          Contemporary Financial Solutions, Inc.
          M.L. Stern & Co., LLC
          Mutual Service Corporation
          Sorrento Pacific Financial, LLC
          United Planners' Financial Services of America
          Waterstone Financial Group, Inc.
     Park Avenue Securities LLC
     Princor Financial Services Corporation
     Raymond James Group:
          Raymond James & Associates, Inc.
          Raymond James Financial Services Inc.
     RBC Dain Rauscher Inc.
     Robert W. Baird & Co. Incorporated
     Securian/C.R.I.:
          CRI Securities, LLC
          Securian Financial Services, Inc.
     Smith Barney
     U.S. Bancorp Investments, Inc.
     UBS Financial Services Inc.
     First Clearing LLC
     Wells Fargo Investments, L.L.C.


                      EXECUTION OF PORTFOLIO TRANSACTIONS

As described in the prospectus, the investment adviser places orders with
broker-dealers for the fund's portfolio transactions. Portfolio transactions for
the fund may be executed as part of concurrent authorizations to purchase or
sell the same security for other funds served by the investment adviser, or for
trusts or other accounts served by affiliated companies of the investment
adviser. When such concurrent authorizations occur, the objective is to allocate
the executions in an equitable manner.


Brokerage commissions paid on portfolio transactions, including investment
dealer concessions on underwritings, if applicable, for the fiscal years ended
December 31, 2006, 2005 and 2004 amounted to $26,524,000, $26,787,000 and
$24,089,000. With respect to fixed-income securities, brokerage commissions
include explicit investment dealer concessions and may exclude other transaction
costs which may be reflected in the spread between the bid and asked price. The
volume of securities purchased by the fund in new issues and underwritten
offerings decreased from 2005 to 2006, resulting in a reduction in brokerage
concessions paid on portfolio transactions.


                  The Investment Company of America -- Page 30

<PAGE>


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., J.P. Morgan Securities
and Wachovia Corporation. As of the fund's most recent fiscal year-end, the fund
held equity securities of Citigroup Inc. in the amount of $1,919,422,000, J.P.
Morgan Chase & Co. in the amount of $712,425,000 and Wachovia Corp. in the
amount of $336,005,000. As of the fund's most recent fiscal year-end, the fund
held debt securities of J.P. Morgan Chase & Co. in the amount of $49,488,000.


                        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 directors and compliance will be periodically assessed by the board in
connection with reporting from the fund's Chief Compliance Officer.

Under these policies and procedures, the fund's complete list of portfolio
holdings available for public disclosure, dated as of the end of each calendar
quarter, is permitted to be posted on the American Funds website no earlier than
the 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 American Funds 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 American Funds 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 as described above 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 to maintain the confidentiality of such information, preclear
securities trades and report securities transactions activity, as applicable.
Third party service providers of the fund receiving such information are subject
to confidentiality obligations. When portfolio holdings information is disclosed
other than through the American Funds website to persons not affiliated with the
fund (which, as described above, would typically occur no earlier than one day
after the day on which the information is posted on the American Funds website),
such persons may be bound by agreements (including confidentiality agreements)
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.


                  The Investment Company of America -- Page 31

<PAGE>


Subject to board policies, the authority to disclose a fund's portfolio
holdings, and to establish policies with respect to such disclosure, resides
with the appropriate investment-related committees of the fund's investment
adviser. In exercising their authority, the committees determine whether
disclosure of information about the fund's portfolio securities is appropriate
and in the best interest of fund shareholders. The investment adviser has
implemented policies and procedures to address conflicts of interest that may
arise from the disclosure of fund holdings. For example, the investment
adviser's code of ethics specifically requires, among other things, the
safeguarding of information about fund holdings and contains prohibitions
designed to prevent the personal use of confidential, proprietary investment
information in a way that would conflict with fund transactions. In addition,
the investment adviser believes that its current policy of not selling portfolio
holdings information and not disclosing such information to unaffiliated third
parties until such holdings have been made public on the American Funds website
(other than to certain fund service providers 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 at the offering price or sold at the net asset value price
next determined after the purchase or sell order is received and accepted by the
fund or the Transfer Agent; the offering or net asset value price is effective
for orders received prior to the time of determination of the net asset value
and, in the case of orders placed with dealers or their authorized designees,
accepted by the Principal Underwriter, the Transfer Agent, a dealer or any of
their designees. In the case of orders sent directly to the fund or the Transfer
Agent, an investment dealer should be indicated. The dealer is responsible for
promptly transmitting purchase and sell orders to the Principal Underwriter.


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


Prices that appear in the newspaper do not always indicate prices at which you
will be purchasing and redeeming shares of the fund, since such prices generally
reflect the previous day's closing price, while purchases and redemptions are
made at the next calculated price. The price you pay for shares, the offering
price, is based on the net asset value per share, which is calculated once daily
as of approximately 4:00 p.m. New York time, which is the normal close of
trading on the New York Stock Exchange, each day the Exchange is open. If, for
example, the Exchange closes at 1:00 p.m., the fund's share price would still be
determined as of 4:00 p.m. New York time. The New York Stock Exchange is
currently closed on weekends and on the following holidays: New Year's Day;
Martin Luther King, Jr. Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving; and Christmas Day. Each share class
of the fund has a separately calculated net asset value (and share price).

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



                  The Investment Company of America -- Page 32

<PAGE>


1.    Equity securities, including depositary receipts, are 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 are valued at
prices obtained from an independent pricing service, when such prices are
available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued at the mean quoted bid and
asked prices (or bid prices, if asked prices are not available) or at prices for
securities of comparable maturity, quality and type. The pricing services base
bond prices on, among other things, an evaluation of the yield curve as of
approximately 3:00 p.m. New York time. The fund's investment adviser performs
certain checks on these prices prior to calculation of the fund's net asset
value.

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
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 non-U.S. currencies 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 assets for which market quotations are not readily available or
are considered unreliable are valued at fair value as determined in good faith
under policies approved by the fund's board. Subject to board 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 ensure that certain basic principles and factors are
considered 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. The valuation committee considers all
indications of value available to it in determining the fair value to be
assigned to a particular security, including, without limitation, 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 Investment Company of America -- Page 33

<PAGE>


these 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).


2.   Each class of shares represents interests in the same portfolio of
investments and is identical in all respects to each other class, except for
differences relating to distribution, service and other charges and expenses,
certain voting rights, differences relating to eligible investors, the
designation of each class of shares, conversion features and exchange
privileges. Expenses attributable to the fund, but not to a particular class of
shares, are borne by each class pro rata based on relative aggregate net assets
of the classes. Expenses directly attributable to a class of shares are borne by
that class of shares. Liabilities, including accruals of taxes and other expense
items attributable to particular share classes, are deducted from total assets
attributable to such share classes.
3.   Net assets so obtained for each share class are then divided by the total
number of shares outstanding of that share class, and the result, rounded to the
nearest cent, is the net asset value per share for that share class.


                            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 (other than U.S. government securities or the securities of other regulated
investment companies) any one issuer; 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


                  The Investment Company of America -- Page 34

<PAGE>


investment company's taxable year over the "distributed amount" for such
calendar year. The term "required distribution" 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.


The following information may not apply to you if you hold fund shares in a
tax-deferred account, such as a retirement plan or education savings account.
Please see your tax adviser for more information.


DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS -- Dividends and capital gain
distributions on fund shares will be reinvested in shares of the fund of the
same class, unless shareholders indicate in writing that they wish to receive
them in cash or in shares of the same class of other American Funds, as provided
in the prospectus. Dividends and capital gain distributions by 529 share classes
will be automatically reinvested.


Distributions of investment company taxable income and net realized capital
gains to  shareholders will be taxable whether received in shares or in cash,
unless such shareholders are exempt from taxation. Shareholders electing to
receive distributions in the form of additional shares will have a cost basis
for federal income tax purposes in each share so received equal to the net asset
value of that share on the reinvestment date. Dividends and capital gain
distributions by the fund to a tax-deferred retirement plan account are not
taxable currently.


     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. To the extent the fund invests in stock of domestic and
     certain foreign corporations and meets the applicable holding period
     requirement, it may receive "qualified dividends". The fund will designate
     the amount of "qualified dividends" to its shareholders in a notice sent
     within 60 days of the close of its fiscal year and will report "qualified
     dividends" to shareholders on Form 1099-DIV.

     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


                  The Investment Company of America -- Page 35

<PAGE>


     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.

     Dividends from domestic corporations are expected to comprise some portion
     of the fund's gross income. To the extent that such dividends constitute
     any of the fund's gross income, a portion of the income distributions of
     the fund may be eligible for the deduction for dividends received by
     corporations. Corporate shareholders will be informed of the portion of
     dividends that so qualifies. The dividends-received deduction is reduced to
     the extent that either the fund shares, or the underlying shares of stock
     held by the fund, with respect to which dividends are received, are treated
     as debt-financed under federal income tax law, and is eliminated if the
     shares are deemed to have been held by the shareholder or the fund, as the
     case may be, for less than 46 days during the 90-day period beginning on
     the date that is 45 days before the date on which the shares become
     ex-dividend. Capital gain distributions are not eligible for the
     dividends-received deduction.


     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.


                  The Investment Company of America -- Page 36

<PAGE>


     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 follow the practice
     of distributing 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 carry forward 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 -- In January of each year, individual shareholders holding
fund shares in taxable accounts will receive a statement of the federal income
tax status of all distributions. Shareholders of the fund also may be subject to
state and local taxes on distributions received from the fund.

     DIVIDENDS -- Fund dividends are taxable to shareholders as ordinary income.
     All or a portion of a fund's dividend distribution may be a "qualified
     dividend." If the fund meets the applicable holding period requirement, it
     will distribute dividends derived from qualified corporation dividends to
     shareholders as qualified dividends. Interest income from bonds and money
     market instruments and nonqualified foreign dividends will be distributed
     to shareholders as nonqualified fund dividends. The fund will report on
     Form 1099-DIV the amount of each shareholder's dividend that may be treated
     as a qualified dividend. If a shareholder meets the requisite holding
     period requirement, qualified dividends are taxable at a maximum rate of
     15%.

     CAPITAL GAINS -- Distributions of the excess of net long-term capital gains
     over net short-term capital losses that the fund properly designates as
     "capital gain dividends" generally will be taxable as long-term capital
     gain. Regardless of the length of time the shares of the fund have been
     held by a shareholder, a capital gain distribution by the fund is subject
     to a maximum tax rate of 15%. Any loss realized upon the redemption of
     shares held at the time of redemption for six months or less from the date
     of their purchase will be treated as a long-term capital loss to the extent
     of any amounts treated as distributions of long-term capital gains during
     such six-month period.

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


                  The Investment Company of America -- Page 37

<PAGE>


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


If a shareholder exchanges or otherwise disposes of shares of the fund within 90
days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously incurred
in acquiring the fund's shares will not be taken into account (to the extent
such previous sales charges do not exceed the reduction in sales charges) for
the purposes of determining the amount of gain or loss on the exchange, but will
be treated as having been incurred in the acquisition of such other fund(s).


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


The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders. Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of a regulated investment company may
be subject to backup withholding of federal income tax in the case of non-exempt
U.S. shareholders who fail to furnish the investment company with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. Withholding may also be required if the fund
is notified by the IRS or a broker that the taxpayer identification number
furnished by the shareholder is incorrect or that the shareholder has previously
failed to report interest or dividend income. If the withholding provisions are
applicable, any such distributions and proceeds, whether taken in cash or
reinvested in additional shares, will be reduced by the amounts required to be
withheld.


The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. persons (i.e., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates). Each shareholder who is
not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a
lower rate under an applicable income tax treaty) on dividend income received by
the shareholder.


Shareholders should consult their tax advisers about the application of federal,
state and local tax law in light of their particular situation.


                  The Investment Company of America -- Page 38

<PAGE>


UNLESS OTHERWISE NOTED, ALL REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C
OR F SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR 529-F
SHARES. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO THE APPLICABLE PROGRAM
DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY RELATING TO
THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE RETIREMENT PLAN
SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR INFORMATION
REGARDING PURCHASES, SALES AND EXCHANGES.


                        PURCHASE AND EXCHANGE OF SHARES
PURCHASES BY INDIVIDUALS -- As described in the prospectus, you may generally
open an account and purchase fund shares by contacting a financial adviser or
investment dealer authorized to sell the fund's shares. You may make investments
by any of the following means:


     CONTACTING YOUR FINANCIAL ADVISER -- Deliver or mail a check to your
     financial adviser.

     BY MAIL -- for initial investments, you may mail a check, made payable to
     the fund, directly to the address indicated on the account application.
     Please indicate an investment dealer on the account application. You may
     make additional investments by filling out the "Account Additions" form at
     the bottom of a recent account statement and mailing the form, along with a
     check made payable to the fund, using the envelope provided with your
     account statement.

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

           American Funds
           8332 Woodfield Crossing Blvd.
           Indianapolis, IN 46240-2482

           American Funds
           3500 Wiseman Blvd.
           San Antonio, TX 78251-4321

           American Funds
           5300 Robin Hood Rd.
           Norfolk, VA  23513-2407

     BY TELEPHONE -- using the American FundsLine. Please see the "Shareholder
     account services and privileges" section of this document for more
     information regarding this service.

     BY INTERNET -- using americanfunds.com. Please see the "Shareholder account
     services and privileges" section of this document for more information
     regarding this service.

     BY WIRE -- If you are making a wire transfer, instruct your bank to wire
     funds to:

           Wells Fargo Bank
           ABA Routing No. 121000248
           Account No. 4600-076178


                  The Investment Company of America -- Page 39

<PAGE>


     Your bank should include the following information when wiring funds:

           For credit to the account of:
           American Funds Service Company
           (fund's name)

           For further credit to:
           (shareholder's fund account number)
           (shareholder's name)

     You may contact American Funds Service Company at 800/421-0180 if you have
     questions about making wire transfers.

OTHER PURCHASE INFORMATION -- The Principal Underwriter will not knowingly sell
shares of the fund directly or indirectly to any person or entity, where, after
the sale, such person or entity would own beneficially directly or indirectly
more than 3.0% of the outstanding shares of the fund without the consent of a
majority of the fund's board.


Class 529 shares may be purchased only through CollegeAmerica by investors
establishing qualified higher education savings accounts. Class 529-E shares may
be purchased only by investors participating in CollegeAmerica through an
eligible employer plan. Class R-5 shares are also available to clients of the
Personal Investment Management group of Capital Guardian Trust Company who do
not have an intermediary associated with their accounts and without regard to
the $1 million purchase minimum. In addition, the American Funds state
tax-exempt funds are qualified for sale only in certain jurisdictions, and
tax-exempt funds in general should not serve as retirement plan investments. The
fund and the Principal Underwriter reserve the right to reject any purchase
order.


PURCHASE MINIMUMS AND MAXIMUMS -- All investments are subject to the purchase
minimums and maximums described in the prospectus. As noted in the prospectus,
purchase minimums may be waived or reduced in certain cases.

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


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

     .    Employer-sponsored CollegeAmerica accounts.

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


     .    Retirement accounts that are funded with employer contributions; and

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

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


                  The Investment Company of America -- Page 40

<PAGE>


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

     .    American Funds money market fund accounts registered in the name of
          clients of Capital Guardian Trust Company's Personal Investment
          Management group.

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


EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of The Cash Management
Trust of America may be made to Class B or C shares of other American Funds for
dollar cost averaging purposes. Exchanges are not permitted from Class A shares
of The Cash Management Trust of America to Class B or C shares of Intermediate
Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America and
Short-Term Bond Fund of America. Exchange purchases are subject to the minimum
investment requirements of the fund purchased and no sales charge generally
applies. However, exchanges of shares from American Funds money market funds are
subject to applicable sales charges on the fund being purchased, unless the
money market fund shares were acquired by an exchange from a fund having a sales
charge, or by reinvestment or cross-reinvestment of dividends or capital gain
distributions. Exchanges of Class F shares generally may only be made through
fee-based programs of investment firms that have special agreements with the
fund's distributor and certain registered investment advisers.


You may exchange shares of other classes by contacting the Transfer Agent, by
contacting your investment dealer or financial adviser, by using American
FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or
faxing (see "American Funds Service Company service areas" in the prospectus for
the appropriate fax numbers) the Transfer Agent. For more information, see
"Shareholder account services and privileges" below. THESE TRANSACTIONS HAVE THE
SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES.


Shares held in employer-sponsored retirement plans may be exchanged into other
American Funds by contacting your plan administrator or recordkeeper. Exchange
redemptions and purchases are processed simultaneously at the share prices next
determined after the exchange order is received (see "Price of shares" above).


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. 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.


                  The Investment Company of America -- Page 41

<PAGE>


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

MOVING BETWEEN SHARE CLASSES


     AUTOMATIC CONVERSIONS -- As described more fully in the prospectus, Class
     B, 529-B and C shares automatically convert to Class A, 529-A and F shares,
     respectively, after a certain period from the purchase date.

     MOVING FROM CLASS B TO CLASS A SHARES -- Under the right of reinvestment
     policy as described in the prospectus, if you redeem Class B shares during
     the contingent deferred sales charge period, you may reinvest the proceeds
     in Class A shares without paying a Class A sales charge if you notify
     American Funds Service Company and the reinvestment occurs within 90 days
     after the date of redemption. If you redeem your Class B shares after the
     contingent deferred sales charge period, you may either reinvest the
     proceeds in Class B shares or purchase Class A shares. If you purchase
     Class A shares, you are responsible for paying any applicable Class A sales
     charges.

     MOVING FROM CLASS C TO CLASS A SHARES -- If you redeem Class C shares and
     with the redemption proceeds purchase Class A shares, you are still
     responsible for paying any Class C contingent deferred sales charges and
     applicable Class A sales charges.

     MOVING FROM CLASS F TO CLASS A SHARES -- You can redeem Class F shares held
     in a qualified fee-based program and with the redemption proceeds purchase
     Class A shares without paying an initial Class A sales charge if all of the
     following are met: (a) you are leaving or have left the fee-based program,
     (b) you have held the Class F shares in the program for at least one year,
     and (c) you notify American Funds Service Company and purchase the Class A
     shares within 90 days after redeeming the Class F shares.

     MOVING FROM CLASS A TO CLASS F SHARES -- If you are part of a qualified
     fee-based program and you wish to redeem your Class A shares and with the
     redemption proceeds purchase Class F shares for the program, any Class A
     sales charges (including contingent deferred sales charges) that you paid
     or are payable will not be credited back to your account.

     MOVING FROM CLASS A TO CLASS R SHARES -- Provided it is eligible to invest
     in Class R shares, a retirement plan currently invested in Class A shares
     may redeem its shares and purchase Class R shares with the redemption
     proceeds. Any Class A sales charges that the retirement plan previously
     paid will not be credited back to the plan's account.

     NON-REPORTABLE TRANSACTIONS -- As described above, automatic conversions
     will be non-reportable for tax purposes. In addition, except in the case of
     a movement between a 529 share class and a non-529 share class or vice
     versa, an exchange of shares from one share class of a fund to another
     share class of the same fund will be treated as a non-reportable exchange
     for tax purposes, provided that the exchange request is received in writing
     by American Funds Service Company and processed as a single transaction.



                  The Investment Company of America -- Page 42

<PAGE>


                                 SALES CHARGES

CLASS A PURCHASES


     PURCHASES BY CERTAIN 403(B) PLANS

     Individual 403(b) plans may be treated similarly to employer-sponsored
     plans for Class A sales charge purposes (i.e., individual participant
     accounts are eligible to be aggregated together) if: (a) the American Funds
     are principal investment options; (b) the employer facilitates the
     enrollment process by, for example, allowing for onsite group enrollment
     meetings held during working hours; and (c) there is only one dealer firm
     assigned to the plans.

     OTHER PURCHASES

     Pursuant to a determination of eligibility by a vice president or more
     senior officer of the Capital Research and Management Company Fund
     Administration Unit, or by his or her designee, Class A shares of the
     American Funds stock, stock/bond and bond funds may be sold at net asset
     value to:

     (1)  current or retired directors, trustees, officers and advisory board
          members of, and certain lawyers who provide services to, the funds
          managed by Capital Research and Management Company, current or retired
          employees of Washington Management Corporation, current or retired
          employees and partners of The Capital Group Companies, Inc. and its
          affiliated companies, certain family members and employees of the
          above persons, and trusts or plans primarily for such persons;

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

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


                  The Investment Company of America -- Page 43

<PAGE>


     (4)  companies exchanging securities with the fund through a merger,
          acquisition or exchange offer;

     (5)  insurance company separate accounts;

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

     (7)  The Capital Group Companies, Inc., its affiliated companies and
          Washington Management Corporation;

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

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

     (10) full-time employees of banks that have sales agreements with the
          Principal Underwriter, who are solely dedicated to directly supporting
          the sale of mutual funds.

     Shares are offered at net asset value to these persons and organizations
     due to anticipated economies in sales effort and expense. Once an account
     is established under this net asset value privilege, additional investments
     can be made at net asset value for the life of the account.

     TRANSFERS TO COLLEGEAMERICA -- A transfer from the Virginia Prepaid
     Education Program/SM/ or the Virginia Education Savings Trust/SM/ to a
     CollegeAmerica account will be made with no sales charge. No commission
     will be paid to the dealer on such a transfer.

MOVING BETWEEN ACCOUNTS -- Investments in certain account types may be moved to
other account types without incurring additional Class A sales charges. These
transactions include, for example:


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

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

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

LOAN REPAYMENTS -- Repayments on loans taken from a retirement plan or an
individual-type retirement account are not subject to sales charges if American
Funds Service Company is notified of the repayment.


DEALER COMMISSIONS AND COMPENSATION -- Commissions (up to 1.00%) are paid to
dealers who initiate and are responsible for certain Class A share purchases not
subject to sales charges. These purchases consist of purchases of $1 million or
more, purchases by employer-sponsored defined contribution-type retirement plans
investing $1 million or more or with 100 or


                  The Investment Company of America -- Page 44

<PAGE>


more eligible employees, and purchases made at net asset value by certain
retirement plans, endowments and foundations with assets of $50 million or more.
Commissions on such investments (other than IRA rollover assets that roll over
at no sales charge under the fund's IRA rollover policy as described in the
prospectus) are paid to dealers at the following rates: 1.00% on amounts to $4
million, 0.50% on amounts over $4 million to $10 million and 0.25% on amounts
over $10 million. Commissions are based on cumulative investments and are not
annually reset.


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


                      SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGE -- As described in the prospectus, there are
various ways to reduce your sales charge when purchasing Class A shares.
Additional information about Class A sales charge reductions is provided below.

     STATEMENT OF INTENTION -- By establishing a statement of intention (the
     "Statement"), you enter into a nonbinding commitment to purchase shares of
     American Funds non-money market funds 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.

     The market value of your existing holdings eligible to be aggregated (see
     below) as of the day immediately before the start of the Statement period
     may be credited toward satisfying the Statement.

     The Statement may be revised upward at any time during the Statement
     period, and such a revision will be treated as a new Statement, except that
     the Statement period during which the purchases must be made will remain
     unchanged. Purchases made from the date of revision will receive the
     reduced sales charge, if any, resulting from the revised Statement.

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

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


                  The Investment Company of America -- Page 45

<PAGE>


     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.

     Certain payroll deduction retirement plans purchasing Class A shares under
     a Statement on or before November 12, 2006, may continue to purchase Class
     A shares at the sales charge determined by that particular Statement until
     the plans' values reach the amounts specified in their Statements. Upon
     reaching such amounts, the Statements for these plans will be deemed
     completed and will terminate at that time. After such termination, these
     plans are eligible for additional sales charge reductions by meeting the
     criteria under the fund's rights of accumulation policy.

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

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

     .    individual-type employee benefit plans, such as an IRA, individual
          403(b) plan (see exception in "Purchases by certain 403(b) plans"
          under "Sales charges") or single-participant Keogh-type plan;

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

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

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

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

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

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

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

     .    for nonprofit, charitable or educational organizations, or any
          endowments or foundations established and controlled by such
          organizations, or any employer-


                  The Investment Company of America -- Page 46

<PAGE>


          sponsored retirement plans established for the benefit of the
          employees of such organizations, their endowments, or their
          foundations; or

     .    for individually established participant accounts of a 403(b) plan
          that is treated similarly to an employer-sponsored plan for sales
          charge purposes (see "Purchases by certain 403(b) plans" under "Sales
          charges" above), or made for two or more such 403(b) plans that are
          treated similarly to employer-sponsored plans for sales charge
          purposes, in each case of a single employer or affiliated employers as
          defined in the 1940 Act.

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

     CONCURRENT PURCHASES -- As described in the prospectus, you may reduce your
     Class A sales charge by combining purchases of all classes of shares in the
     American Funds, as well as individual holdings in Endowments, American
     Legacy variable annuity contracts and variable life insurance policies.
     Shares of money market funds 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 funds are excluded.

     RIGHTS OF ACCUMULATION -- Subject to the limitations described in the
     aggregation policy, you may take into account your accumulated holdings in
     all share classes of the American Funds, as well as your holdings in
     Endowments, to determine your sales charge on investments in accounts
     eligible to be aggregated. 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") 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 are not eligible for calculation at cost value and
     instead will be calculated at market value for purposes of rights of
     accumulation.

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

     When determining your American Funds Class A sales charge, if your
     investment is not in an employer-sponsored retirement plan, you may also
     take into account the market value (as of the end of the week prior to your
     American Funds investment) of your individual holdings in various American
     Legacy variable annuity contracts and variable life insurance policies. An
     employer-sponsored retirement plan may also take into account the market
     value of its investments in American Legacy Retirement Investment Plans.
     Direct purchases of American Funds money market funds are excluded. If you
     make a gift


                  The Investment Company of America -- Page 47

<PAGE>


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

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


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


     .    Required minimum distributions taken from retirement accounts upon the
          shareholder's attainment of age 70-1/2 (required minimum distributions
          that continue to be taken by the beneficiary(ies) after the account
          owner is deceased also qualify for a waiver).

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

     For purposes of this paragraph, "account" means:

     .    in the case of Class A shares, your investment in Class A shares of
          all American Funds (investments representing direct purchases of
          American Funds money market funds are excluded);

     .    in the case of Class B shares, your investment in Class B shares of
          the particular fund from which you are making the redemption; and

     .    in the case of Class C shares, your investment in Class C shares of
          the particular fund from which you are making the redemption.

CDSC waivers are allowed only in the cases listed here and in the prospectus.
For example, CDSC waivers will not be allowed on redemptions of Class 529-B and
529-C shares due to termination of CollegeAmerica; a determination by the
Internal Revenue Service that CollegeAmerica


                  The Investment Company of America -- Page 48

<PAGE>


does not qualify as a qualified tuition program under the Code; proposal or
enactment of law that eliminates or limits the tax-favored status of
CollegeAmerica; or elimination of the fund by the Virginia College Savings Plan
as an option for additional investment within CollegeAmerica.

                                 SELLING SHARES

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


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


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


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

Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 10
business days from the purchase date). Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the 1940 Act), sale proceeds will be paid on or before the
seventh day following receipt and acceptance of an order. Interest will not
accrue or be paid on amounts that represent uncashed distribution or redemption
checks.


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


                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

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


AUTOMATIC INVESTMENT PLAN -- An automatic investment plan enables you to make
monthly or quarterly investments in the American Funds through automatic debits
from your bank account. To set up a plan, you must fill out an account
application and specify the amount that you would like to invest ($50 minimum
per fund; $25 minimum per fund in the case of employer-sponsored 529 accounts)
and the date on which you would like your investments to occur. The plan will
begin within 30 days after your account application is received. Your bank
account will be debited on the day or a few days before your investment is made,
depending on the bank's capabilities. The Transfer Agent will then invest your
money into the fund you specified on or around the date


                  The Investment Company of America -- Page 49

<PAGE>


you specified. If the date you specified falls on a weekend or holiday, your
money will be invested on the following business day. However, if the following
business day falls in the next month, your money will be invested on the
business day immediately preceding the weekend or holiday. If your bank account
cannot be debited due to insufficient funds, a stop-payment or the closing of
the account, the plan may be terminated and the related investment reversed. You
may change the amount of the investment or discontinue the plan at any time by
contacting the Transfer Agent.


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


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


CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS -- For all share classes,
except the 529 classes of shares, you may cross-reinvest dividends and capital
gains (distributions) into other American Funds in the same share class at net
asset value, subject to the following conditions:


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

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

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

AUTOMATIC EXCHANGES -- For all share classes, you may automatically exchange
shares of the same class in amounts of $50 or more among any of the American
Funds on any day (or preceding business day if the day falls on a nonbusiness
day) of each month you designate.

AUTOMATIC WITHDRAWALS -- For all share classes, except the R and 529 classes of
shares, you may automatically withdraw shares from any of the American Funds.
You can make automatic withdrawals of $50 or more. You can designate the day of
each period for withdrawals and request that checks be sent to you or someone
else. Withdrawals may also be electronically deposited to your bank account. The
Transfer Agent will withdraw your money from the fund you specify on or around
the date you specify. If the date you specified falls on a weekend or holiday,
the redemption will take place on the previous business day. However, if the
previous business day falls in the preceding month, the redemption will take
place on the following business day after the weekend or holiday.


                  The Investment Company of America -- Page 50

<PAGE>


Withdrawal payments are not to be considered as dividends, yield or income.
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.


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


AMERICAN FUNDSLINE AND AMERICANFUNDS.COM -- You may check your share balance,
the price of your shares or your most recent account transaction; redeem shares
(up to $75,000 per American Funds shareholder each day) from nonretirement plan
accounts; or exchange shares around the clock with American FundsLine or using
americanfunds.com. To use American FundsLine, call 800/325-3590 from a
TouchTone(TM) telephone. Redemptions and exchanges through American FundsLine
and americanfunds.com are subject to the conditions noted above and in
"Telephone and Internet purchases, redemptions and exchanges" below. You will
need your fund number (see the list of the American Funds under "General
information -- fund numbers"), personal identification number (generally the
last four digits of your Social Security number or other tax identification
number associated with your account) and account number.


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


TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the
telephone (including American FundsLine) or the Internet (including
americanfunds.com), or fax purchase, redemption and/or exchange options, you
agree to hold the 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 liability (including attorney fees) that may be incurred in connection
with the exercise of these privileges. Generally, all shareholders are
automatically eligible to use these services. However, you may elect to opt out
of these services by writing the Transfer Agent (you may also reinstate them at
any time by writing the Transfer Agent). If the Transfer Agent does not employ
reasonable procedures to confirm that the instructions received from any person
with appropriate account information are genuine, it and/or the fund may be
liable for losses due to unauthorized or fraudulent instructions. In the event
that shareholders are unable to reach the fund by telephone because of technical
difficulties, market conditions or a natural disaster, redemption and exchange
requests may be made in writing only.


CHECKWRITING -- You may establish check writing privileges for Class A shares
(but not Class 529-A shares) of American Funds money market funds. This can be
done by using an account application. If you request check writing privileges,
you will be provided with checks that you may use to draw against your account.
These checks may be made payable to anyone you designate and must be signed by
the authorized number of registered shareholders exactly as indicated on your
account application.


                  The Investment Company of America -- Page 51

<PAGE>


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


While payment of redemptions normally will be in cash, the fund's Certificate of
Incorporation permits payment of the redemption price wholly or partly in
securities or other property included in the assets belonging to the fund when
in the opinion of the fund's board of directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or undesirable.

SHARE CERTIFICATES -- Shares are credited to your account and certificates are
not issued unless you request them by contacting the Transfer Agent.
Certificates are not available for the 529 or R share classes.


                              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 non-U.S. securities, the Custodian may hold these
securities pursuant to subcustodial arrangements in non-U.S. banks or non-U.S.
branches of U.S. banks.

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 135 South State College Boulevard, Brea, CA 92821-5823. American
Funds Service Company was paid a fee of $54,083,000 for Class A shares and
$3,476,000 for Class B shares for the 2006 fiscal year. American Funds Service
Company is also compensated for certain transfer agency services provided to all
other share classes from the administrative services fees paid to Capital
Research and Management Company, as described under "Administrative services
agreement."


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


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- PricewaterhouseCoopers LLP, 350
South Grand Avenue, Los Angeles, CA 90071, serves as the fund'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 so included in reliance
on the report of PricewaterhouseCoopers LLP, independent registered public
accounting firm, given on the authority of said firm as experts in accounting
and auditing. The


                  The Investment Company of America -- Page 52

<PAGE>


selection of the fund's independent registered public accounting firm is
reviewed and determined annually by the board of directors.

INDEPENDENT LEGAL COUNSEL -- O'Melveny & Myers LLP, 400 South Hope Street, Los
Angeles, CA 90071, serves as counsel for the fund and for independent directors
in their capacities as such. Certain legal matters in connection with the
capital shares offered by the prospectus have been passed upon for the fund by
O'Melveny & Myers LLP. 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 "independent legal
counsel" will be made at least annually by the independent directors 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 December 31. Shareholders are provided updated prospectuses
annually and at least semiannually with reports showing the fund's investment
portfolio or summary investment portfolio, financial statements and other
information. The fund's annual financial statements are audited by the fund's
independent registered public accounting firm, PricewaterhouseCoopers 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.


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

LEGAL PROCEEDINGS -- On February 16, 2005, the NASD filed an administrative
complaint against the Principal Underwriter. The complaint alleges violations of
certain NASD rules by the Principal Underwriter 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, the NASD Hearing Panel ruled against the Principal Underwriter
and imposed a $5 million fine. The Principal Underwriter has appealed this
decision to the NASD's National Adjudicatory Council.


On March 24, 2005, the investment adviser and Principal Underwriter filed a
complaint against the Attorney General of the State of California in Los Angeles
County Superior Court. The complaint alleged that the Attorney General
threatened to take enforcement actions against the investment adviser and
Principal Underwriter that are without merit and preempted by federal law. On
the same day, following the filing of the investment adviser's and Principal
Underwriter's complaint, the Attorney General of the State of California filed a
complaint against the Principal Underwriter and investment adviser. Filed in Los
Angeles County Superior Court, the Attorney General's complaint alleged
violations of certain sections of the California Corporations Code with respect
to so-called "revenue sharing" disclosures in mutual fund prospectuses and


                  The Investment Company of America -- Page 53

<PAGE>


statements of additional information. On November 22, 2005, the Los Angeles
Superior Court dismissed the Attorney General's complaint. The Attorney General
subsequently appealed the Superior Court's decision to California's Court of
Appeal for the Second Appellate District. On January 26, 2007, the Court of
Appeal issued a ruling allowing the California Attorney General to proceed with
his civil action.


The investment adviser and Principal Underwriter believe that the likelihood
that these matters could have a material adverse effect on the fund or on the
ability of the investment adviser or Principal Underwriter to perform their
contracts with the fund is remote. The SEC is conducting a related investigation
as of the date of this statement of additional information. The investment
adviser and Principal Underwriter are cooperating fully. In addition, class
action lawsuits have been filed in the U.S. District Court, Central District of
California, relating to these matters. The investment adviser believes that
these suits are without merit and will defend itself vigorously. Further updates
on these issues will be available on the American Funds website
(americanfunds.com) under "American Funds regulatory matters."


OTHER INFORMATION -- The financial statements including the investment portfolio
and the report of the fund's independent registered public accounting firm
contained in the annual report are included in this statement of additional
information. The following information on fund numbers is not included in the
annual report:


DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE
PER SHARE FOR CLASS A SHARES -- DECEMBER 31, 2006



Net asset value and redemption price per share
  (Net assets divided by shares outstanding). .                     $33.51
Maximum offering price per share
  (100/94.25 of net asset value per share,
  which takes into account the fund's current maximum
  sales charge). . . . . . . . . . . . . . . .                      $35.55




FUND NUMBERS -- Here are the fund numbers for use with our automated telephone
line, American FundsLine/(R)/, or when making share transactions:



                                                                            FUND NUMBERS
                                                                 ------------------------------------
FUND                                                             CLASS A  CLASS B  CLASS C   CLASS F
- -----------------------------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/  . . . . . . . . . . . . . . . . . . . . . . .     002      202      302       402
American Balanced Fund/(R)/  . . . . . . . . . . . . . . . . .     011      211      311       411
American Mutual Fund/(R)/  . . . . . . . . . . . . . . . . . .     003      203      303       403
Capital Income Builder/(R)/  . . . . . . . . . . . . . . . . .     012      212      312       412
Capital World Growth and Income Fund/SM/ . . . . . . . . . . .     033      233      333       433
EuroPacific Growth Fund/(R)/ . . . . . . . . . . . . . . . . .     016      216      316       416
Fundamental Investors/SM/  . . . . . . . . . . . . . . . . . .     010      210      310       410
The Growth Fund of America/(R)/  . . . . . . . . . . . . . . .     005      205      305       405
The Income Fund of America/(R)/  . . . . . . . . . . . . . . .     006      206      306       406
The Investment Company of America/(R)/ . . . . . . . . . . . .     004      204      304       404
The New Economy Fund/(R)/  . . . . . . . . . . . . . . . . . .     014      214      314       414
New Perspective Fund/(R)/  . . . . . . . . . . . . . . . . . .     007      207      307       407
New World Fund/SM/ . . . . . . . . . . . . . . . . . . . . . .     036      236      336       436
SMALLCAP World Fund/(R)/ . . . . . . . . . . . . . . . . . . .     035      235      335       435
Washington Mutual Investors Fund/SM/ . . . . . . . . . . . . .     001      201      301       401
BOND FUNDS
American High-Income Municipal Bond Fund/(R)/  . . . . . . . .     040      240      340       440
American High-Income Trust/SM/ . . . . . . . . . . . . . . . .     021      221      321       421
The Bond Fund of America/SM/ . . . . . . . . . . . . . . . . .     008      208      308       408
Capital World Bond Fund/(R)/ . . . . . . . . . . . . . . . . .     031      231      331       431
Intermediate Bond Fund of America/SM/  . . . . . . . . . . . .     023      223      323       423
Limited Term Tax-Exempt Bond Fund of America/SM/ . . . . . . .     043      243      343       443
Short-Term Bond Fund of America/SM/  . . . . . . . . . . . . .     048      248      348       448
The Tax-Exempt Bond Fund of America/(R)/ . . . . . . . . . . .     019      219      319       419
The Tax-Exempt Fund of California/(R)/*  . . . . . . . . . . .     020      220      320       420
The Tax-Exempt Fund of Maryland/(R)/*  . . . . . . . . . . . .     024      224      324       424
The Tax-Exempt Fund of Virginia/(R)/*  . . . . . . . . . . . .     025      225      325       425
U.S. Government Securities Fund/SM/  . . . . . . . . . . . . .     022      222      322       422
MONEY MARKET FUNDS
The Cash Management Trust of America/(R)/  . . . . . . . . . .     009      209      309       409
The Tax-Exempt Money Fund of America/SM/ . . . . . . . . . . .     039      N/A      N/A       N/A
The U.S. Treasury Money Fund of America/SM/  . . . . . . . . .     049      N/A      N/A       N/A
___________
*Qualified for sale only in certain jurisdictions.




                  The Investment Company of America -- Page 54

<PAGE>




                                                 FUND NUMBERS
                                  ---------------------------------------------
                                   CLASS    CLASS    CLASS    CLASS     CLASS
FUND                               529-A    529-B    529-C    529-E     529-F
- -------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund  . . . . . . . . . .    1002     1202     1302     1502      1402
American Balanced Fund  . . . .    1011     1211     1311     1511      1411
American Mutual Fund  . . . . .    1003     1203     1303     1503      1403
Capital Income Builder  . . . .    1012     1212     1312     1512      1412
Capital World Growth and Income
Fund  . . . . . . . . . . . . .    1033     1233     1333     1533      1433
EuroPacific Growth Fund . . . .    1016     1216     1316     1516      1416
Fundamental Investors . . . . .    1010     1210     1310     1510      1410
The Growth Fund of America  . .    1005     1205     1305     1505      1405
The Income Fund of America  . .    1006     1206     1306     1506      1406
The Investment Company of
America . . . . . . . . . . . .    1004     1204     1304     1504      1404
The New Economy Fund  . . . . .    1014     1214     1314     1514      1414
New Perspective Fund  . . . . .    1007     1207     1307     1507      1407
New World Fund  . . . . . . . .    1036     1236     1336     1536      1436
SMALLCAP World Fund . . . . . .    1035     1235     1335     1535      1435
Washington Mutual Investors Fund
  . . . . . . . . . . . . . . .    1001     1201     1301     1501      1401
BOND FUNDS
American High-Income Trust  . .    1021     1221     1321     1521      1421
The Bond Fund of America  . . .    1008     1208     1308     1508      1408
Capital World Bond Fund . . . .    1031     1231     1331     1531      1431
Intermediate Bond Fund of
America . . . . . . . . . . . .    1023     1223     1323     1523      1423
Short-Term Bond Fund of America    1048     1248     1348     1548      1448
U.S. Government Securities Fund    1022     1222     1322     1522      1422
MONEY MARKET FUND
The Cash Management Trust of
America . . . . . . . . . . . .    1009     1209     1309     1509      1409






                  The Investment Company of America -- Page 55

<PAGE>



                                                    FUND NUMBERS
                                       ----------------------------------------
                                       CLASS   CLASS   CLASS   CLASS    CLASS
FUND                                    R-1     R-2     R-3     R-4      R-5
- -------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . . .    2102    2202    2302    2402     2502
American Balanced Fund . . . . . . .    2111    2211    2311    2411     2511
American Mutual Fund . . . . . . . .    2103    2203    2303    2403     2503
Capital Income Builder . . . . . . .    2112    2212    2312    2412     2512
Capital World Growth and Income Fund    2133    2233    2333    2433     2533
EuroPacific Growth Fund  . . . . . .    2116    2216    2316    2416     2516
Fundamental Investors  . . . . . . .    2110    2210    2310    2410     2510
The Growth Fund of America . . . . .    2105    2205    2305    2405     2505
The Income Fund of America . . . . .    2106    2206    2306    2406     2506
The Investment Company of America  .    2104    2204    2304    2404     2504
The New Economy Fund . . . . . . . .    2114    2214    2314    2414     2514
New Perspective Fund . . . . . . . .    2107    2207    2307    2407     2507
New World Fund . . . . . . . . . . .    2136    2236    2336    2436     2536
SMALLCAP World Fund  . . . . . . . .    2135    2235    2335    2435     2535
Washington Mutual Investors Fund . .    2101    2201    2301    2401     2501
BOND FUNDS
American High-Income Municipal Bond
Fund . . . . . . . . . . . . . . . .     N/A     N/A     N/A     N/A     2540
American High-Income Trust . . . . .    2121    2221    2321    2421     2521
The Bond Fund of America . . . . . .    2108    2208    2308    2408     2508
Capital World Bond Fund  . . . . . .    2131    2231    2331    2431     2531
Intermediate Bond Fund of America  .    2123    2223    2323    2423     2523
Limited Term Tax-Exempt Bond Fund of
America. . . . . . . . . . . . . . .     N/A     N/A     N/A     N/A     2543
Short-Term Bond Fund of America. . .    2148    2248    2348    2448     2548
The Tax-Exempt Bond Fund of America      N/A     N/A     N/A     N/A     2519
The Tax-Exempt Fund of California* .     N/A     N/A     N/A     N/A     2520
The Tax-Exempt Fund of Maryland* . .     N/A     N/A     N/A     N/A     2524
The Tax-Exempt Fund of Virginia* . .     N/A     N/A     N/A     N/A     2525
U.S. Government Securities Fund  . .    2122    2222    2322    2422     2522
MONEY MARKET FUNDS
The Cash Management Trust of America    2109    2209    2309    2409     2509
The Tax-Exempt Money Fund of America     N/A     N/A     N/A     N/A     2539
The U.S. Treasury Money Fund of
America  . . . . . . . . . . . . . .    2149    2249    2349    2449     2549
___________
*Qualified for sale only in certain
jurisdictions.






                  The Investment Company of America -- Page 56

<PAGE>




                                               FUND NUMBERS
                              -------------------------------------------------
                                       CLASS   CLASS   CLASS   CLASS    CLASS
FUND                          CLASS A   R-1     R-2     R-3     R-4      R-5
- -------------------------------------------------------------------------------

AMERICAN FUNDS TARGET DATE RETIREMENT SERIES
American Funds 2050 Target
Date Retirement Fund  . . .     069     2169    2269    2369    2469     2569
American Funds 2045 Target
Date Retirement Fund  . . .     068     2168    2268    2368    2468     2568
American Funds 2040 Target
Date Retirement Fund  . . .     067     2167    2267    2367    2467     2567
American Funds 2035 Target
Date Retirement Fund  . . .     066     2166    2266    2366    2466     2566
American Funds 2030 Target
Date Retirement Fund  . . .     065     2165    2265    2365    2465     2565
American Funds 2025 Target
Date Retirement Fund  . . .     064     2164    2264    2364    2464     2564
American Funds 2020 Target
Date Retirement Fund  . . .     063     2163    2263    2363    2463     2563
American Funds 2015 Target
Date Retirement Fund  . . .     062     2162    2262    2362    2462     2562
American Funds 2010 Target
Date Retirement Fund  . . .     061     2161    2261    2361    2461     2561






                  The Investment Company of America -- Page 57

<PAGE>


                                    APPENDIX

The following descriptions of debt security ratings are based on information
provided by Moody's Investors Service and Standard & Poor's Corporation.


                          DESCRIPTION OF BOND RATINGS

MOODY'S
LONG-TERM RATING DEFINITIONS

Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.


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


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


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


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


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


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


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


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


NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.


                  The Investment Company of America -- Page 58

<PAGE>


STANDARD & POOR'S
LONG-TERM ISSUE CREDIT RATINGS

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


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


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


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


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


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


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


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


CC
An obligation rated CC is currently highly vulnerable to nonpayment.


                  The Investment Company of America -- Page 59

<PAGE>


C
The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.


D
An obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable
grace period has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.


PLUS (+) OR MINUS (-)

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


                  The Investment Company of America -- Page 60
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
financials
 
 

 

[logo - American Funds ®]



The Investment Company of America®
Investment portfolio

December 31, 2006


     
Common stocks — 84.32%
Shares
Market value
(000)
     
ENERGY — 8.87%
   
Baker Hughes Inc.
7,825,000
$ 584,214
Chevron Corp.
19,702,278
1,448,708
ConocoPhillips
11,843,340
852,128
Exxon Mobil Corp.
6,481,500
496,677
Halliburton Co.
5,040,000
156,492
Hess Corp.
3,546,300
175,790
Marathon Oil Corp.
6,800,000
629,000
Murphy Oil Corp.
4,100,000
208,485
Occidental Petroleum Corp.
2,000,000
97,660
Royal Dutch Shell PLC, Class A (ADR)
17,970,000
1,272,096
Royal Dutch Shell PLC, Class B
833,265
29,204
Royal Dutch Shell PLC, Class B (ADR)
2,370,498
168,661
Schlumberger Ltd.
22,200,000
1,402,152
TOTAL SA
5,280,000
380,716
   
7,901,983
     
MATERIALS — 3.34%
   
Air Products and Chemicals, Inc.
2,750,000
193,270
Alcoa Inc.
10,806,400
324,300
Barrick Gold Corp.
23,786,250
730,238
Barrick Gold Corp. (CAD denominated)
1,114,350
34,303
Dow Chemical Co.
9,479,800
378,623
International Paper Co.
6,997,235
238,606
MeadWestvaco Corp.
4,085,000
122,795
Newmont Mining Corp.
9,500,000
428,925
PPG Industries, Inc.
1,913,900
122,892
Rio Tinto PLC
6,044,473
321,677
Weyerhaeuser Co.
1,175,000
83,014
   
2,978,643
     
INDUSTRIALS — 9.71%
   
3M Co.
1,400,000
109,102
Boeing Co.
7,300,000
648,532
Burlington Northern Santa Fe Corp.
4,000,000
295,240
Caterpillar Inc.
8,000,000
490,640
Cummins Inc.
1,700,000
200,906
Deere & Co.
4,400,000
418,308
FedEx Corp.
1,500,000
162,930
General Dynamics Corp.
6,745,800
501,550
General Electric Co.
49,600,000
1,845,616
Illinois Tool Works Inc.
7,400,000
341,806
Mitsubishi Corp.
4,035,000
75,953
Northrop Grumman Corp.
3,400,000
230,180
Parker Hannifin Corp.
1,790,400
137,646
Raytheon Co.
3,399,800
179,509
Siemens AG
2,680,000
265,694
Southwest Airlines Co.
9,000,000
137,880
Tyco International Ltd.
47,160,100
1,433,667
Union Pacific Corp.
1,500,000
138,030
United Parcel Service, Inc., Class B
4,965,700
372,328
United Technologies Corp.
10,190,000
637,079
Waste Management, Inc.
600,000
22,062
   
8,644,658
     
CONSUMER DISCRETIONARY — 8.74%
   
Best Buy Co., Inc.
14,017,300
689,511
Carnival Corp., units
13,000,000
637,650
CBS Corp., Class B
1,250,000
38,975
Clear Channel Communications, Inc.
6,500,000
231,010
Comcast Corp., Class A1 
2,857,900
120,975
Ford Motor Co.
2,500,000
18,775
General Motors Corp.
12,830,000
394,138
Harley-Davidson, Inc.
2,000,000
140,940
Honda Motor Co., Ltd.
2,265,000
89,458
Kohl’s Corp.1
1,600,000
109,488
Liberty Media Holding Corp., Liberty Capital, Series A1
589,000
57,710
Liberty Media Holding Corp., Liberty Interactive, Series A1
2,945,000
63,524
Limited Brands, Inc.2 
20,042,743
580,037
Lowe’s Companies, Inc.
53,236,600
1,658,320
McDonald’s Corp.
1,600,000
70,928
Omnicom Group Inc.
1,500,000
156,810
Target Corp.
22,475,000
1,282,199
Time Warner Inc.
18,250,000
397,485
TJX Companies, Inc.
8,350,000
238,142
Toyota Motor Corp.
10,055,000
672,587
Viacom Inc., Class B1
3,250,000
133,347
   
7,782,009
     
CONSUMER STAPLES — 9.39%
   
Altria Group, Inc.
46,500,000
3,990,630
Anheuser-Busch Companies, Inc.
3,500,000
172,200
Avon Products, Inc.
9,520,000
314,541
Coca-Cola Co.
6,820,000
329,065
ConAgra Foods, Inc.
4,000,000
108,000
General Mills, Inc.
2,858,700
164,661
H.J. Heinz Co.
4,475,700
201,451
Kraft Foods Inc., Class A
2,100,000
74,970
PepsiCo, Inc.
14,200,000
888,210
Procter & Gamble Co.
2,800,000
179,956
Reynolds American Inc.
8,923,332
584,211
Sara Lee Corp.
5,000,000
85,150
SYSCO Corp.
1,723,900
63,371
Unilever NV (New York registered)
6,450,000
175,762
UST Inc.
2,000,000
116,400
Walgreen Co.
12,595,000
577,985
Wal-Mart Stores, Inc.
7,250,000
334,805
   
8,361,368
     
HEALTH CARE — 8.88%
   
Abbott Laboratories
15,750,000
$ 767,182
Aetna Inc.
11,975,000
517,080
Amgen Inc.1
2,750,000
187,852
AstraZeneca PLC (ADR)
4,534,500
242,822
AstraZeneca PLC (Sweden)
4,909,500
263,605
AstraZeneca PLC (United Kingdom)
3,215,000
172,734
Becton, Dickinson and Co.
1,500,000
105,225
Boston Scientific Corp.1
9,394,850
161,404
Bristol-Myers Squibb Co.
26,250,000
690,900
Cardinal Health, Inc.
2,400,000
154,632
Eli Lilly and Co.
14,585,000
759,878
Johnson & Johnson
600,000
39,612
McKesson Corp.
2,600,000
131,820
Medco Health Solutions, Inc.1
971,000
51,890
Merck & Co., Inc.
15,750,000
686,700
Novartis AG (ADR)
256,556
14,737
Pfizer Inc
16,200,900
419,603
Roche Holding AG
5,135,000
920,727
Schering-Plough Corp.
18,486,300
437,016
UnitedHealth Group Inc.
11,000,000
591,030
WellPoint, Inc.1
6,425,000
505,583
Wyeth
1,685,000
85,800
   
7,907,832
     
FINANCIALS — 12.27%
   
Allstate Corp.
1,000,000
65,110
American International Group, Inc.
10,713,900
767,758
Aon Corp.
1,300,000
45,942
Bank of America Corp.
12,834,320
685,224
Berkshire Hathaway Inc., Class A1
3,050
335,469
Capital One Financial Corp.
3,500,000
268,870
Chubb Corp.
1,000,000
52,910
Citigroup Inc.
34,460,000
1,919,422
Fannie Mae
25,865,600
1,536,158
Freddie Mac
5,750,000
390,425
Hartford Financial Services Group, Inc.
2,250,000
209,947
HSBC Holdings PLC (ADR)
1,079,588
98,944
HSBC Holdings PLC (United Kingdom)
17,037,111
310,569
J.P. Morgan Chase & Co.
14,750,001
712,425
Lloyds TSB Group PLC
15,000,000
167,850
Marsh & McLennan Companies, Inc.
7,550,000
231,483
National City Corp.
7,600,000
277,856
PNC Financial Services Group, Inc.
3,560,000
263,582
U.S. Bancorp
8,000,000
289,520
Wachovia Corp.
5,900,000
336,005
Washington Mutual, Inc.
25,400,000
1,155,446
Wells Fargo & Co.
18,660,000
663,550
XL Capital Ltd., Class A
2,000,000
144,040
   
10,928,505
     
INFORMATION TECHNOLOGY — 13.83%
   
Altera Corp.1
6,000,000
118,080
Analog Devices, Inc.
8,050,000
264,603
Applied Materials, Inc.
16,950,000
312,728
Automatic Data Processing, Inc.
3,625,000
178,531
Canon, Inc.
2,700,000
152,017
Cisco Systems, Inc.1 
31,320,400
855,987
Corning Inc.1
11,000,000
205,810
eBay Inc.1
4,000,000
120,280
Electronic Data Systems Corp.
1,500,000
41,325
First Data Corp.
2,600,000
66,352
Google Inc., Class A1 
225,000
103,608
Hewlett-Packard Co.
22,000,000
906,180
Intel Corp.
38,140,000
772,335
International Business Machines Corp.
11,820,000
1,148,313
KLA-Tencor Corp.
1,825,000
90,794
Linear Technology Corp.
7,350,000
222,852
Maxim Integrated Products, Inc.
14,995,000
459,147
Micron Technology, Inc.1
10,000,000
139,600
Microsoft Corp.
54,310,000
1,621,697
Motorola, Inc.
9,500,000
195,320
Nokia Corp.
34,327,550
701,117
Nokia Corp. (ADR)
14,387,350
292,351
Oracle Corp.1
82,770,100
1,418,680
Sabre Holdings Corp., Class A
1,000,000
31,890
Samsung Electronics Co., Ltd.
744,000
490,664
Sun Microsystems, Inc.1
25,010,000
135,554
Taiwan Semiconductor Manufacturing Co. Ltd.
159,743,480
330,960
Texas Instruments Inc.
25,000,000
720,000
Western Union Co.
1,600,000
35,872
Xilinx, Inc.
7,650,000
182,147
   
12,314,794
     
TELECOMMUNICATION SERVICES — 6.00%
   
ALLTEL Corp.
2,000,000
120,960
AT&T Inc.
67,305,497
2,406,172
BellSouth Corp.
27,900,000
1,314,369
Qwest Communications International Inc.1
26,829,700
224,565
Sprint Nextel Corp., Series 1
51,177,300
966,739
Verizon Communications Inc.
2,183,200
81,302
Vodafone Group PLC
71,187,500
197,230
Windstream Corp.
2,067,853
29,405
   
5,340,742
     
UTILITIES — 2.19%
   
American Electric Power Co., Inc.
1,000,000
42,580
Dominion Resources, Inc.
7,131,912
597,940
Duke Energy Corp.
4,000,000
132,840
E.ON AG
1,025,000
139,066
Exelon Corp.
5,275,500
326,501
FirstEnergy Corp.
1,138,500
68,652
FPL Group, Inc.
3,800,000
206,796
PPL Corp.
2,900,000
103,936
Public Service Enterprise Group Inc.
5,000,000
331,900
   
1,950,211
     
MISCELLANEOUS — 1.10%
   
Other common stocks in initial period of acquisition
 
979,731
     
     
Total common stocks (cost: $48,720,705,000)
 
75,090,476
     
     
Warrants — 0.00%
Shares
Market value
(000)
     
INDUSTRIALS — 0.00%
   
Raytheon Co., warrants, expire 20111
148,257
$ 2,657
     
     
Total warrants (cost: $1,835,000)
 
2,657
     
     
     
     
     
Convertible securities — 0.48%
Shares or principal amount
 
     
CONSUMER DISCRETIONARY — 0.19%
   
Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032
3,000,000
102,600
Ford Motor Co. 4.25% convertible notes 2036
$63,200,000
67,861
   
170,461
     
FINANCIALS — 0.11%
   
Fannie Mae 5.375% convertible preferred
970
96,636
     
     
TELECOMMUNICATION SERVICES — 0.18%
   
Qwest Communications International Inc. 3.50% convertible debenture 2025
$100,000,000
156,875
     
     
Total convertible securities (cost: $356,975,000)
 
423,972
     
     
     
     
     
Short-term securities — 15.29%
Principal amount
(000)
 
     
3M Co. 5.18% due 1/30/2007
$ 20,300
20,212
Abbott Laboratories 5.19%-5.23% due 1/25-3/29/20073
290,500
288,257
AIG Funding, Inc. 5.215% due 1/23/2007
50,000
49,835
International Lease Finance Corp. 5.21%-5.23% due 1/4-2/12/2007
273,000
272,034
American Express Credit Corp. 5.20%-5.27% due 1/17-1/18/2007
84,000
83,792
Anheuser-Busch Cos. Inc. 5.19% due 2/14/20073
25,000
24,843
AT&T Inc. 5.25% due 1/18/20073
50,000
49,875
Atlantic Industries 5.22% due 3/5/20073 
30,000
29,728
Coca-Cola Co. 5.17% due 3/21-3/23/20073 
70,000
69,188
Bank of America Corp. 5.22%-5.25% due 1/5-3/28/2007
449,200
446,095
Ranger Funding Co. LLC 5.25% due 3/1/20073 
26,800
26,557
Becton, Dickinson and Co. 5.21% due 2/8/2007
20,200
20,086
CAFCO, LLC 5.23%-5.25% due 1/8-1/19/20073 
278,000
277,418
Ciesco LLC 5.22%-5.23% due 1/12-2/15/20073 
150,000
149,504
Citigroup Funding Inc. 5.23% due 1/22/2007
50,000
49,845
Caterpillar Financial Services Corp. 5.21%-5.23% due 1/5-1/22/2007
70,000
69,900
Chevron Funding Corp. 5.21% due 1/16/2007
100,000
99,768
CIT Group, Inc. 5.21%-5.25% due 1/30-4/2/20073 
318,800
316,446
Clipper Receivables Co., LLC 5.23%-5.26% due 1/4-3/2/20073
438,200
437,121
Edison Asset Securitization LLC 5.22%-5.24% due 2/5-2/13/20073
289,300
287,640
General Electric Capital Services, Inc. 5.22%-5.23% due 1/18-2/21/2007
90,000
89,591
Fannie Mae 3.00%-5.16% due 1/3-3/28/2007
1,492,763
1,482,468
FCAR Owner Trust I 5.26%-5.27% due 1/9-1/19/2007
137,600
137,328
Federal Farm Credit Banks 5.08%-5.14% due 1/4-4/19/2007
329,235
326,492
     
     
     
     
Short-term securities
Principal amount
(000)
Market value
(000)
     
Federal Home Loan Bank 5.065%-5.18% due 1/3-3/21/2007
$2,088,630
$ 2,076,840
Freddie Mac 5.04%-5.17% due 1/2-3/30/2007
2,423,000
2,407,045
Harley-Davidson Funding Corp.5.20%-5.23% due 1/4-2/26/20073
50,500
50,248
Hershey Co. 5.19%-5.20% due 1/12-2/14/20073
35,000
34,848
Hewlett-Packard Co. 5.25% due 1/19/20073
36,000
35,900
HSBC Finance Corp. 5.20%-5.23% due 1/8-2/12/2007
364,100
363,236
IBM Capital Inc. 5.20% due 3/16/20073
28,700
28,394
IBM Corp. 5.19%-5.23% due 1/5-2/15/20073
150,000
149,354
International Bank for Reconstruction and Development 5.12%-5.15% due 1/19-1/29/2007
179,800
179,206
J.P. Morgan Chase & Co. 5.23% due 3/13/2007
50,000
49,488
Jupiter Securitization Co., LLC 5.24%-5.25% due 1/17-2/9/20073 
161,638
161,047
Park Avenue Receivables Co., LLC 5.25%-5.26% due 1/8-2/1/20073
221,795
221,190
Johnson & Johnson 5.18% due 1/19-1/23/20073
125,000
124,629
Kimberly-Clark Worldwide Inc. 5.22% due 2/21/20073
35,000
34,751
Medtronic Inc. 5.20% due 1/11/20073
25,000
24,961
NetJets Inc. 5.18%-5.19% due 2/9-2/23/20073
73,500
73,026
Pfizer Investment Capital PLC 5.20%-5.22% due 2/8-2/23/20073
150,000
148,995
Private Export Funding Corp. 5.21%-5.22% due 1/23-2/8/20073 
36,825
36,646
Procter & Gamble Co. 5.24% due 2/23/20073
38,700
38,396
Procter & Gamble International Funding S.C.A. 5.24%-5.27% due 1/8-2/12/20073
341,000
339,517
SunTrust Banks Inc. 5.29% due 2/5/2007
100,000
99,996
Three Pillars Funding, LLC 5.25%-5.31% due 1/2-3/26/20073
209,056
208,204
Tennessee Valley Authority 5.10%-5.11% due 1/4-3/15/2007
125,000
124,156
Triple-A One Funding Corp. 5.25% due 1/29/20073
9,333
9,294
U.S. Treasury Bills 4.805%-4.955% due 1/11-3/22/2007
866,100
860,499
Union Bank of California, N.A. 5.26%-5.29% due 1/4-3/29/2007
200,000
199,995
Variable Funding Capital Corp. 5.23%-5.25% due 1/4-2/2/20073
407,000
406,298
Wm. Wrigley Jr. Co. 5.20% due 1/25/20073
25,000
24,913
     
Total short-term securities (cost: $13,615,604,000)
 
13,615,095
     
     
Total investment securities (cost: $62,695,119,000)
 
89,132,200
Other assets less liabilities
 
(78,099)
     
Net assets
 
$89,054,101
     


“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.
2Represents an affiliated company as defined under the Investment Company Act of 1940.
3Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration.
 The total value of all such restricted securities was $4,107,188,000, which represented 4.61% of the net assets of the fund.

ADR = American Depositary Receipts



Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so you may lose money.

Investors should carefully consider the investment objectives, risks, charges and expenses of the American Funds. This and other important information
is contained in each fund’s prospectus, which can be obtained from a financial adviser and should be read carefully before investing.

MFGEFP-904-0207-S6860
 
 
Summary investment portfolio, December 31, 2006

The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund’s principal holdings. For details on how to obtain a complete schedule of portfolio holdings, please see the inside back cover.
 
[begin pie chart]

Industry sector diversification (percent of net assets)
     
       
Information technology
   
13.83
%
Financials
   
12.27
 
Industrials
   
9.71
 
Consumer staples
   
9.39
 
Health care
   
8.88
 
Other industries
   
30.24
 
Convertible securities
   
.48
 
Short-term securities & other assets less liabilities
   
15.20
 
 
[end pie chart]
 
 

 
   
Shares
 
Market
value
(000)
 
Percent
of net
assets
 
               
Common stocks - 84.32%
             
               
Energy - 8.87%
                   
Baker Hughes Inc.
   
7,825,000
 
$
584,214
   
.65
%
Chevron Corp.
   
19,702,278
   
1,448,708
   
1.63
 
ConocoPhillips
   
11,843,340
   
852,128
   
.96
 
Marathon Oil Corp.
   
6,800,000
   
629,000
   
.71
 
Royal Dutch Shell PLC, Class A (ADR)
   
17,970,000
   
1,272,096
       
Royal Dutch Shell PLC, Class B
   
833,265
   
29,204
       
Royal Dutch Shell PLC, Class B (ADR)
   
2,370,498
   
168,661
   
1.65
 
Schlumberger Ltd.
   
22,200,000
   
1,402,152
   
1.57
 
Other securities
         
1,515,820
   
1.70
 
           
7,901,983
   
8.87
 
                     
Materials - 3.34%
                   
Barrick Gold Corp.
   
23,786,250
   
730,238
       
Barrick Gold Corp. (CAD denominated)
   
1,114,350
   
34,303
   
.86
 
Other securities
         
2,214,102
   
2.48
 
           
2,978,643
   
3.34
 
                     
Industrials - 9.71%
                   
Boeing Co.
   
7,300,000
   
648,532
   
.73
 
General Electric Co.
   
49,600,000
   
1,845,616
   
2.07
 
Tyco International Ltd.
   
47,160,100
   
1,433,667
   
1.61
 
United Technologies Corp.
   
10,190,000
   
637,079
   
.72
 
Other securities
         
4,079,764
   
4.58
 
           
8,644,658
   
9.71
 
                     
Consumer discretionary - 8.74%
                   
Best Buy Co., Inc.
   
14,017,300
 
$
689,511
   
.77
%
Carnival Corp., units
   
13,000,000
   
637,650
   
.72
 
Limited Brands, Inc.
   
20,042,743
   
580,037
   
.65
 
Lowe's Companies, Inc.
   
53,236,600
   
1,658,320
   
1.86
 
Target Corp.
   
22,475,000
   
1,282,199
   
1.44
 
Toyota Motor Corp.
   
10,055,000
   
672,587
   
.76
 
Other securities
         
2,261,705
   
2.54
 
           
7,782,009
   
8.74
 
                     
Consumer staples - 9.39%
                   
Altria Group, Inc.
   
46,500,000
   
3,990,630
   
4.48
 
PepsiCo, Inc.
   
14,200,000
   
888,210
   
1.00
 
Reynolds American Inc.
   
8,923,332
   
584,211
   
.66
 
Walgreen Co.
   
12,595,000
   
577,985
   
.65
 
Other securities
         
2,320,332
   
2.60
 
           
8,361,368
   
9.39
 
                     
Health care - 8.88%
                   
Abbott Laboratories
   
15,750,000
   
767,182
   
.86
 
AstraZeneca PLC (ADR)
   
4,534,500
   
242,822
       
AstraZeneca PLC (Sweden)
   
4,909,500
   
263,605
       
AstraZeneca PLC (United Kingdom)
   
3,215,000
   
172,734
   
.76
 
Bristol-Myers Squibb Co.
   
26,250,000
   
690,900
   
.79
 
Eli Lilly and Co.
   
14,585,000
   
759,878
   
.85
 
Merck & Co., Inc.
   
15,750,000
   
686,700
   
.77
 
Roche Holding AG
   
5,135,000
   
920,727
   
1.03
 
UnitedHealth Group Inc.
   
11,000,000
   
591,030
   
.66
 
Other securities
         
2,812,254
   
3.16
 
           
7,907,832
   
8.88
 
                     
Financials - 12.27%
                   
American International Group, Inc.
   
10,713,900
   
767,758
   
.86
 
Bank of America Corp.
   
12,834,320
   
685,224
   
.77
 
Citigroup Inc.
   
34,460,000
   
1,919,422
   
2.16
 
Fannie Mae
   
25,865,600
   
1,536,158
   
1.72
 
Freddie Mac
   
5,750,000
   
390,425
   
.44
 
J.P. Morgan Chase & Co.
   
14,750,001
   
712,425
   
.80
 
Washington Mutual, Inc.
   
25,400,000
   
1,155,446
   
1.30
 
Wells Fargo & Co.
   
18,660,000
   
663,550
   
.74
 
Other securities
         
3,098,097
   
3.48
 
           
10,928,505
   
12.27
 
                     
Information technology - 13.83%
                   
Cisco Systems, Inc. (1)
   
31,320,400
   
855,987
   
.96
 
Hewlett-Packard Co.
   
22,000,000
   
906,180
   
1.02
 
Intel Corp.
   
38,140,000
   
772,335
   
.87
 
International Business Machines Corp.
   
11,820,000
   
1,148,313
   
1.29
 
Microsoft Corp.
   
54,310,000
   
1,621,697
   
1.82
 
Nokia Corp.
   
34,327,550
 
$
701,117
       
Nokia Corp. (ADR)
   
14,387,350
   
292,351
   
1.12
%
Oracle Corp. (1)
   
82,770,100
   
1,418,680
   
1.59
 
Texas Instruments Inc.
   
25,000,000
   
720,000
   
.81
 
Other securities
         
3,878,134
   
4.35
 
           
12,314,794
   
13.83
 
                     
Telecommunication services - 6.00%
                   
AT&T Inc.
   
67,305,497
   
2,406,172
   
2.70
 
BellSouth Corp.
   
27,900,000
   
1,314,369
   
1.48
 
Sprint Nextel Corp., Series 1
   
51,177,300
   
966,739
   
1.09
 
Other securities
         
653,462
   
.73
 
           
5,340,742
   
6.00
 
                     
Utilities - 2.19%
                   
Dominion Resources, Inc.
   
7,131,912
   
597,940
   
.67
 
Other securities
         
1,352,271
   
1.52
 
           
1,950,211
   
2.19
 
                     
Miscellaneous - 1.10%
                   
Other common stocks in initial period of acquisition
         
979,731
   
1.10
 
                     
                     
Total common stocks (cost: $48,720,705,000)
         
75,090,476
   
84.32
 
                     
                     
                     
                     
                     
Warrants - 0.00%
                   
                     
Industrials - 0.00%
                   
Other securities
         
2,657
   
.00
 
                     
                     
Total warrants (cost: $1,835,000)
         
2,657
   
.00
 
                     
                     
                     
                     
                     
Convertible securities - 0.48%
                   
                     
Financials - 0.11%
                   
Fannie Mae 5.375% convertible preferred
   
970
   
96,636
   
.11
 
                     
Other - 0.37%
                   
Other securities
         
327,336
   
.37
 
                     
                     
Total convertible securities (cost: $356,975,000)
         
423,972
   
.48
 
                     
                     
                     
   
Principal amount (000) 
   
Market value
(000
)
 
Percent
of net
assets
 
                     
Short-term securities - 15.29%
                   
                     
                     
Abbott Laboratories 5.19%-5.23% due 1/25-3/29/2007 (2)
 
$
290,500
 
$
288,257
   
.32
%
AIG Funding, Inc. 5.215% due 1/23/2007
   
50,000
   
49,835
       
International Lease Finance Corp. 5.21%-5.23% due 1/4-2/12/2007
   
273,000
   
272,034
   
.36
 
AT&T Inc. 5.25% due 1/18/2007 (2)
   
50,000
   
49,875
   
.06
 
Bank of America Corp 5.22%-5.25% due 1/5-3/28/2007
   
449,200
   
446,095
       
Ranger Funding Co. LLC 5.25% due 3/1/2007 (2)
   
26,800
   
26,557
   
.53
 
CAFCO, LLC 5.23%-5.25% due 1/8-1/19/2007 (2)
   
278,000
   
277,418
       
Ciesco LLC 5.22%-5.23% due 1/12-2/15/2007 (2)
   
150,000
   
149,504
       
Citigroup Funding Inc. 5.23% due 1/22/2007
   
50,000
   
49,845
   
.54
 
Chevron Funding Corp. 5.21% due 1/16/2007
   
100,000
   
99,768
   
.11
 
Edison Asset Securitization LLC 5.22%-5.24% due 2/5-2/13/2007 (2)
   
289,300
   
287,640
       
General Electric Capital Services, Inc. 5.22%-5.23% due 1/18-2/21/2007
   
90,000
   
89,591
   
.42
 
Fannie Mae 3.00%-5.16% due 1/3-3/28/2007
   
1,492,763
   
1,482,468
   
1.67
 
Federal Home Loan Bank 5.065%-5.18% due 1/3-3/21/2007
   
2,088,630
   
2,076,840
   
2.33
 
Freddie Mac 5.04%-5.17% due 1/2-3/30/2007
   
2,423,000
   
2,407,045
   
2.70
 
Hewlett-Packard Co. 5.25% due 1/19/2007 (2)
   
36,000
   
35,900
   
.04
 
IBM Capital Inc. 5.20% due 3/16/2007 (2)
   
28,700
   
28,394
       
IBM Corp. 5.19%-5.23% due 1/5-2/15/2007 (2)
   
150,000
   
149,354
   
.20
 
J.P. Morgan Chase & Co. 5.23% due 3/13/2007
   
50,000
   
49,488
       
Jupiter Securitization Co., LLC 5.24%-5.25% due 1/17-2/9/2007 (2)
   
161,638
   
161,047
       
Park Avenue Receivables Co., LLC 5.25%-5.26% due 1/8-2/1/2007 (2)
   
221,795
   
221,190
   
.48
 
U.S. Treasury Bills 4.805%-4.955% due 1/11-3/22/2007
   
866,100
   
860,499
   
.97
 
Other securities
         
4,056,451
   
4.56
 
                     
                     
Total short-term securities (cost: $13,615,604,000)
         
13,615,095
   
15.29
 
                     
                     
Total investment securities (cost: $62,695,119,000)
         
89,132,200
   
100.09
 
Other assets less liabilities
         
(78,099
)
 
(.09
)
                     
Net assets
       
$
89,054,101
   
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.
       
                     
                     
 
Investments in affiliates
                         
                           
A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. The fund's affiliated holding listed below is also among the fund's largest holdings and is shown in the preceding summary investment portfolio. Further details on this holding and related transactions during the year ended December 31, 2006, appear below.
 
                           
                           
                           
                           
Company
 
Beginning
shares
 
Purchases
 
Sales
 
Ending
shares
 
Dividend income (000)
 
Market value
of affiliate
at 12/31/06
(000)
 
Limited Brands, Inc.
   
20,749,400
   
-
   
706,657
   
20,042,743
 
$
12,026
 
$
580,037
 
                                       
 
                     
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) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities, including those in "Other securities" in the summary investment portfolio, was $4,107,188,000, which represented 4.61% of the net assets of the fund.
 
                   
                     
ADR = American Depositary Receipts
                   
                     
See Notes to Financial Statements
                   
 
 
 
Financial statements

Statement of assets and liabilities
                 
at December 31, 2006
 
   (dollars and shares in thousands, except per-share amounts)
 
                   
Assets:
                         
Investment securities at market:
                         
Unaffiliated issuers (cost: $62,452,907)
       
$
88,552,163
             
Affiliated issuer (cost: $242,212)
         
580,037
 
$
89,132,200
       
Cash denominated in non-U.S. currencies (cost: $9,056)
               
9,046
       
Cash
               
146
       
Receivables for:
                         
Sales of fund's shares
       
$
91,234
             
Dividends and interest
         
129,077
   
220,311
       
                 
89,361,703
       
Liabilities:
                         
Payables for:
                         
Purchases of investments
         
145,028
             
Repurchases of fund's shares
         
112,010
             
Investment advisory services
         
15,727
             
Services provided by affiliates
         
29,651
             
Deferred directors' and advisory board compensation
         
4,591
             
Other
         
595
   
307,602
       
Net assets at December 31, 2006
             
$
89,054,101
       
                           
Net assets consist of:
                         
Capital paid in on shares of capital stock
             
$
62,384,108
       
Undistributed net investment income
               
252,359
       
Distributions in excess of net realized gain
               
(19,660
)
     
Net unrealized appreciation
               
26,437,294
       
Net assets at December 31, 2006
             
$
89,054,101
       
                           
                           
 
   
Authorized shares of capital stock - $.001 par value 
   
Net assets
   
Shares outstanding
   
Net asset
value
per share*
 
                         
Class A
   
2,500,000
 
$
74,180,851
   
2,213,415
 
$
33.51
 
Class B
   
250,000
   
4,222,131
   
126,510
   
33.37
 
Class C
   
250,000
   
3,349,689
   
100,562
   
33.31
 
Class F
   
250,000
   
1,673,481
   
49,992
   
33.48
 
Class 529-A
   
325,000
   
1,118,135
   
33,395
   
33.48
 
Class 529-B
   
75,000
   
238,111
   
7,129
   
33.40
 
Class 529-C
   
150,000
   
324,539
   
9,714
   
33.41
 
Class 529-E
   
75,000
   
47,915
   
1,434
   
33.42
 
Class 529-F
   
75,000
   
12,740
   
380
   
33.47
 
Class R-1
   
75,000
   
49,238
   
1,474
   
33.39
 
Class R-2
   
100,000
   
624,809
   
18,709
   
33.40
 
Class R-3
   
300,000
   
909,474
   
27,189
   
33.45
 
Class R-4
   
75,000
   
322,909
   
9,646
   
33.48
 
Class R-5
   
150,000
   
1,980,079
   
59,088
   
33.51
 
Total
   
4,650,000
 
$
89,054,101
   
2,658,637
       
(*) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Class A and 529-A, for which the maximum offering prices per share were $35.55 and $35.52, respectively.
 
                           
                           
                           
Statement of operations
                     
(dollars in thousands
)
for the year ended December 31, 2006
                         
Investment income:
                         
Income:
                         
Dividends (net of non-U.S. taxes of $22,381; also includes $12,026 from affiliate)
       
$
1,586,180
             
Interest (net of non-U.S. taxes of $6)
         
674,124
 
$
2,260,304
       
                           
Fees and expenses(*):
                         
Investment advisory services
         
198,992
             
Distribution services
         
254,488
             
Transfer agent services
         
57,559
             
Administrative services
         
15,686
             
Reports to shareholders
         
3,550
             
Registration statement and prospectus
         
1,186
             
Postage, stationery and supplies
         
6,584
             
Directors' and advisory board compensation
         
1,361
             
Auditing and legal
         
233
             
Custodian
         
1,821
             
State and local taxes
         
702
             
Other
         
234
             
Total fees and expenses before reimbursements/waivers
         
542,396
             
Less reimbursements/waivers of fees and expenses:
                         
Investment advisory services
         
19,899
             
Administrative services
         
487
             
Total fees and expenses after reimbursements/waivers
               
522,010
       
Net investment income
               
1,738,294
       
                           
Net realized gain and unrealized appreciation on investments and non-U.S. currency:
           
Net realized gain on:
                         
Investments (including $2,037 net gain from affiliate)
         
5,515,639
             
Non-U.S. currency transactions
         
950
   
5,516,589
       
Net unrealized appreciation on:
                         
Investments
         
5,134,635
             
Non-U.S. currency translations
         
285
   
5,134,920
       
Net realized gain and unrealized appreciation on investments and non-U.S. currency
               
10,651,509
       
Net increase in net assets resulting from operations
             
$
12,389,803
       
                           
(*) Additional information related to class-specific fees and expenses is included in the Notes to Financial Statements.
   
                           
See Notes to Financial Statements
                         
                           
                           
                           
                           
                           
Statements of changes in net assets
                     
(dollars in thousands
)
                           
                         
 
         
Year ended December 31
     
           
2006
   
2005
       
Operations:
                         
Net investment income
       
$
1,738,294
 
$
1,515,226
       
Net realized gain on investments and non-U.S. currency transactions
         
5,516,589
   
2,153,683
       
Net unrealized appreciation on investments and non-U.S. currency translations
         
5,134,920
   
1,418,797
       
Net increase in net assets resulting from operations
         
12,389,803
   
5,087,706
       
                           
Dividends and distributions paid to shareholders:
                         
Dividends from net investment income
         
(1,784,654
)
 
(1,614,567
)
     
Distributions from net realized gain on investments
         
(5,146,726
)
 
(1,991,337
)
     
Total dividends and distributions paid to shareholders
         
(6,931,380
)
 
(3,605,904
)
     
                           
Capital share transactions
         
4,229,674
   
2,016,797
       
                           
Total increase in net assets
         
9,688,097
   
3,498,599
       
                           
Net assets:
                         
Beginning of year
         
79,366,004
   
75,867,405
       
End of year (including undistributed net investment income: $252,359 and $297,894, respectively)
       
$
89,054,101
 
$
79,366,004
       
                           
                           
See Notes to Financial Statements
                         
 


Notes to financial statements     

1.   
Organization and significant accounting policies
 
Organization - The Investment Company of America (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term growth of capital and income, placing greater emphasis on future dividends than on current income.

The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica® savings plan share classes and five retirement plan share classes. The CollegeAmerica savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F) can be utilized to save for college education. The five retirement plan share classes (R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry any conversion rights. The fund’s share classes are described below:
 
Share class
 
Initial sales charge
 
Contingent deferred sales
charge upon redemption
 
Conversion feature
Class A and 529-A
 
Up to 5.75%
 
None (except 1% for certain redemptions within one year of purchase without an initial sales charge)
 
None
Class B and 529-B
 
None
 
Declines from 5% to 0% for redemptions within six years of purchase
 
Class B and 529-B convert to Class A and 529-A, respectively, after eight years
Class C
 
None
 
1% for redemptions within one year of purchase
 
Class C converts to Class F after 10 years
Class 529-C
 
None
 
1% for redemptions within one year of purchase
 
None
Class 529-E
 
None
 
None
 
None
Class F and 529-F
 
None
 
None
 
None
Class R-1, R-2, R-3, R-4 and R-5
 
None
 
None
 
None

Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.

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 following is a summary of the significant accounting policies followed by the fund:
 
Security valuation - Equity securities are 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 valued at prices obtained from an independent pricing service when such prices are available. However, where the investment adviser deems it appropriate, such securities will be valued at the mean quoted bid and asked prices (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, or equity securities traded principally among fixed-income dealers, are 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. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market 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 or less remaining to maturity. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Forward currency contracts are valued at the mean of representative quoted bid and asked prices. 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 procedures adopted by authority of the fund's board of directors. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors 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.

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.

Class allocations - Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class.

Dividends and distributions to shareholders - Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

Non-U.S. currency translation - Assets and liabilities, including investment securities, denominated in non-U.S. currencies 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. In the accompanying financial statements, the effects of changes in non-U.S. 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 non-U.S. currencies are disclosed separately.
 
2.   
Non-U.S. investments

Investment risk - The risks of investing in securities of non-U.S. issuers may include, but are not limited to, investment and repatriation restrictions; revaluation of currencies; adverse political, social and economic developments; government involvement in the private sector; limited and less reliable investor information; lack of liquidity; certain local tax law considerations; and limited regulation of the securities markets.

Taxation - Dividend and interest income is recorded net of non-U.S. taxes paid.

3. Federal income taxation and distributions  

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.

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 differing treatment for items such as non-U.S. currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; deferred expenses; cost of investments sold; and income on certain investments. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. The fund may also designate a portion of the amount paid to redeeming shareholders as a distribution for tax purposes.

During the year ended December 31, 2006, the fund reclassified $933,000 from distributions in excess of net realized gain to undistributed net investment income; and reclassified $108,000 from undistributed net investment income and $386,837,000 from distributions in excess of net realized gain to capital paid in on shares of capital stock to align financial reporting with tax reporting.

As of December 31, 2006, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investments were as follows:

   
(dollars in thousands)
 
Undistributed ordinary income
 
$
270,414
 
Post-October non-U.S. currency loss deferrals (realized during the period November 1, 2006, through December 31, 2006)*
   
(1,089
)
Gross unrealized appreciation on investment securities
   
26,805,009
 
Gross unrealized depreciation on investment securities
   
(397,877
)
Net unrealized appreciation on investment securities
   
26,407,132
 
Cost of investment securities
   
62,725,068
 
*These deferrals are considered incurred in the subsequent year.
       

The tax character of distributions paid to shareholders was as follows (dollars in thousands):
 

   
Year ended December 31, 2006
 
Year ended December 31, 2005
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ordinary
income
 
Long-term capital gains
 
Total distributions
paid
 
Ordinary
income
 
Long-term capital gains
 
Total distributions
paid
 
Share class
                         
Class A
 
$
1,549,720
 
$
4,286,757
 
$
5,836,477
 
$
1,418,613
 
$
1,679,915
 
$
3,098,528
 
Class B
   
57,806
   
244,915
   
302,721
   
52,768
   
97,012
   
149,780
 
Class C
   
43,246
   
194,579
   
237,825
   
38,151
   
73,830
   
111,981
 
Class F
   
32,890
   
97,019
   
129,909
   
26,813
   
33,532
   
60,345
 
Class 529-A
   
21,169
   
63,983
   
85,152
   
15,608
   
20,713
   
36,321
 
Class 529-B
   
2,883
   
13,752
   
16,635
   
2,231
   
4,781
   
7,012
 
Class 529-C
   
3,885
   
18,648
   
22,533
   
2,858
   
6,141
   
8,999
 
Class 529-E
   
786
   
2,753
   
3,539
   
578
   
900
   
1,478
 
Class 529-F
   
236
   
713
   
949
   
143
   
187
   
330
 
Class R-1
   
572
   
2,836
   
3,408
   
375
   
720
   
1,095
 
Class R-2
   
7,776
   
36,010
   
43,786
   
5,949
   
12,003
   
17,952
 
Class R-3
   
14,853
   
52,450
   
67,303
   
11,035
   
16,698
   
27,733
 
Class R-4
   
6,052
   
18,571
   
24,623
   
4,356
   
5,862
   
10,218
 
Class R-5
   
42,780
   
113,740
   
156,520
   
35,089
   
39,043
   
74,132
 
Total
 
$
1,784,654
 
$
5,146,726
 
$
6,931,380
 
$
1,614,567
 
$
1,991,337
 
$
3,605,904
 

4. Fees and transactions with related parties

Capital Research and Management Company ("CRMC"), the fund’s investment adviser, is the parent company of American Funds Service Company SM ("AFS"), the fund’s transfer agent, and American Funds Distributors, Inc.SM ("AFD"), the principal underwriter of the fund’s shares.

Investment advisory services - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.390% on the first $1 billion of month-end net assets and decreasing to 0.219% on such assets in excess of $89 billion. CRMC is currently waiving 10% of investment advisory services fees. During the year ended December 31, 2006, total investment advisory services fees waived by CRMC were $19,899,000. As a result, the fee shown on the accompanying financial statements of $198,992,000, which was equivalent to an annualized rate of 0.238%, was reduced to $179,093,000, or 0.214% of month-end net assets.

Class-specific fees and expenses - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: 

Distribution services - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the board of directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.25% to 1.00% as noted on the following page. In some cases, the board of directors has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

For Class A and 529-A, the board of directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.25% is not exceeded. As of December 31, 2006, there were no unreimbursed expenses subject to reimbursement for Class A or 529-A.

Share class
Currently approved limits
Plan limits
Class A
0.25%
0.25%
Class 529-A
0.25
0.50
Class B and 529-B
1.00
1.00
Class C, 529-C and R-1
1.00
1.00
Class R-2
0.75
1.00
Class 529-E and R-3
0.50
0.75
Class F, 529-F and R-4
0.25
0.50

Transfer agent services - The fund has a transfer agent agreement with AFS for Class A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described below.

Administrative services - The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all share classes other than Class A and B. Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for Class R-5) based on its respective average daily net assets. Each relevant share class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. CRMC has agreed to pay AFS on the fund's behalf for a portion of the transfer agent services fees for some of the retirement plan share classes. For the year ended December 31, 2006, the total administrative services fees paid by CRMC were $2,000 and $485,000 for Class R-1 and R-2, respectively. Administrative services fees are presented gross of any payments made by CRMC. Each 529 share class is subject to an additional annual administrative services fee of 0.10% of its respective average daily net assets; this fee is payable to the Commonwealth of Virginia for the maintenance of the CollegeAmerica plan. Although these amounts are included with administrative services fees on the accompanying financial statements, the Commonwealth of Virginia is not considered a related party.

Expenses under the agreements described above for the year ended December 31, 2006, were as follows (dollars in thousands):
 
Share class
Distribution services
Transfer agent services
Administrative services
CRMC administrative services
Transfer agent services
Commonwealth
of Virginia
administrative
services
Class A
$163,142
$54,083
Not applicable
Not applicable
Not applicable
Class B
40,236
3,476
Not applicable
Not applicable
Not applicable
Class C
31,123
 
 
 
 
 
 
Included
in
administrative services
$4,126
$581
Not applicable
Class F
3,708
1,284
213
Not applicable
Class 529-A
1,916
752
116
$969
Class 529-B
2,138
166
77
214
Class 529-C
2,833
220
84
284
Class 529-E
209
32
5
42
Class 529-F
-
7
1
9
Class R-1
391
45
19
Not applicable
Class R-2
4,167
816
1,969
Not applicable
Class R-3
3,932
1,059
456
Not applicable
Class R-4
693
388
15
Not applicable
Class R-5
Not applicable
1,730
7
Not applicable 
Total
$254,488
$57,559
$10,625
$3,543
$1,518
 
Deferred directors’ and advisory board compensation - Since the adoption of the deferred compensation plan in 1993, directors and advisory board members who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ and advisory board compensation of $1,361,000, shown on the accompanying financial statements, includes $842,000 in current fees (either paid in cash or deferred) and a net increase of $519,000 in the value of the deferred amounts.

Affiliated officers and directors - Officers and certain directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or directors received any compensation directly from the fund.

5. Warrants

As of December 31, 2006, the fund had warrants outstanding which may be exercised at any time for the purchase of 819,437 Class A shares at approximately $5.24 per share. If these warrants had been exercised as of December 31, 2006, the net asset value of Class A shares would have been reduced by $0.01 per share.
 
6. Capital share transactions

Capital share transactions in the fund were as follows (dollars and shares in thousands):

 
Share class
 
Sales(*)
 
Reinvestments of dividends and distributions
 
Repurchases(*)
 
Net increase
 
 
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Year ended December 31, 2006
                                 
Class A
 
$
5,290,882
   
159,177
 
$
5,481,530
   
164,293
 
$
(8,155,422
)
 
(245,460
)
$
2,616,990
   
78,010
 
Class B
   
271,904
   
8,230
   
291,674
   
8,769
   
(458,225
)
 
(13,841
)
 
105,353
   
3,158
 
Class C
   
455,460
   
13,780
   
227,586
   
6,853
   
(462,026
)
 
(14,011
)
 
221,020
   
6,622
 
Class F
   
424,643
   
12,741
   
118,930
   
3,567
   
(297,324
)
 
(8,964
)
 
246,249
   
7,344
 
Class 529-A
   
208,622
   
6,272
   
85,143
   
2,553
   
(68,950
)
 
(2,072
)
 
224,815
   
6,753
 
Class 529-B
   
28,898
   
873
   
16,630
   
499
   
(11,480
)
 
(345
)
 
34,048
   
1,027
 
Class 529-C
   
63,827
   
1,923
   
22,528
   
676
   
(25,566
)
 
(770
)
 
60,789
   
1,829
 
Class 529-E
   
9,172
   
276
   
3,537
   
106
   
(3,598
)
 
(108
)
 
9,111
   
274
 
Class 529-F
   
4,900
   
147
   
949
   
28
   
(1,247
)
 
(38
)
 
4,602
   
137
 
Class R-1
   
23,018
   
696
   
3,405
   
102
   
(8,091
)
 
(243
)
 
18,332
   
555
 
Class R-2
   
197,672
   
5,975
   
43,770
   
1,314
   
(130,069
)
 
(3,904
)
 
111,373
   
3,385
 
Class R-3
   
292,010
   
8,809
   
67,296
   
2,019
   
(163,408
)
 
(4,926
)
 
195,898
   
5,902
 
Class R-4
   
128,640
   
3,882
   
24,601
   
738
   
(82,853
)
 
(2,513
)
 
70,388
   
2,107
 
Class R-5
   
310,130
   
9,266
   
155,841
   
4,671
   
(155,265
)
 
(4,677
)
 
310,706
   
9,260
 
Total net increase
                                                 
(decrease)
 
$
7,709,778
   
232,047
 
$
6,543,420
   
196,188
 
$
(10,023,524
)
 
(301,872
)
$
4,229,674
   
126,363
 
                                                   
Year ended December 31, 2005
                                                 
Class A
 
$
5,258,845
   
170,349
 
$
2,900,935
   
92,222
 
$
(7,335,187
)
 
(236,971
)
$
824,593
   
25,600
 
Class B
   
335,330
   
10,931
   
144,393
   
4,598
   
(380,598
)
 
(12,352
)
 
99,125
   
3,177
 
Class C
   
501,711
   
16,364
   
107,001
   
3,413
   
(423,938
)
 
(13,782
)
 
184,774
   
5,995
 
Class F
   
361,246
   
11,715
   
54,903
   
1,746
   
(313,924
)
 
(10,164
)
 
102,225
   
3,297
 
Class 529-A
   
202,043
   
6,536
   
36,316
   
1,155
   
(43,353
)
 
(1,396
)
 
195,006
   
6,295
 
Class 529-B
   
32,939
   
1,070
   
7,011
   
223
   
(7,679
)
 
(248
)
 
32,271
   
1,045
 
Class 529-C
   
61,312
   
1,989
   
8,998
   
286
   
(16,443
)
 
(531
)
 
53,867
   
1,744
 
Class 529-E
   
8,874
   
288
   
1,478
   
47
   
(1,771
)
 
(57
)
 
8,581
   
278
 
Class 529-F
   
2,796
   
90
   
329
   
10
   
(754
)
 
(24
)
 
2,371
   
76
 
Class R-1
   
15,777
   
514
   
1,093
   
35
   
(11,805
)
 
(386
)
 
5,065
   
163
 
Class R-2
   
181,876
   
5,909
   
17,945
   
571
   
(90,700
)
 
(2,940
)
 
109,121
   
3,540
 
Class R-3
   
255,565
   
8,290
   
27,718
   
882
   
(122,033
)
 
(3,948
)
 
161,250
   
5,224
 
Class R-4
   
140,331
   
4,569
   
10,217
   
325
   
(38,267
)
 
(1,234
)
 
112,281
   
3,660
 
Class R-5
   
216,379
   
6,989
   
73,594
   
2,340
   
(163,706
)
 
(5,285
)
 
126,267
   
4,044
 
Total net increase
                                                 
(decrease)
 
$
7,575,024
   
245,603
 
$
3,391,931
   
107,853
 
$
(8,950,158
)
 
(289,318
)
$
2,016,797
   
64,138
 
                                                   
(*) Includes exchanges between share classes of the fund.
                                     

 
7. Investment transactions

The fund made purchases and sales of investment securities, excluding short-term securities, of $14,380,611,000 and $16,464,914,000, respectively, during the year ended December 31, 2006. 
 

 
Financial highlights (1)
 
   
 
 
Income (loss) from investment operations(2)
 
Dividends and distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net asset value, beginning of period
 
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 period
 
Total return (3)
 
Net assets, end of period (in millions)
 
 
 
Ratio of expenses to average net assets before reimbursements/
waivers
 
 
 
Ratio of expenses to average net assets after reimbursements/
waivers (4)
 
 
 
Ratio of net income to average net assets
 
 
 
Class A:
                                                                     
Year ended 12/31/2006
 
$
31.36
 
$
.72
 
$
4.23
 
$
4.95
 
$
(.74
)
$
(2.06
)
$
(2.80
)
$
33.51
   
15.94
%
$
74,181
         
.57
%
       
.54
%
       
2.16
%
     
Year ended 12/31/2005
   
30.75
   
.64
   
1.46
   
2.10
   
(.68
)
 
(.81
)
 
(1.49
)
 
31.36
   
6.87
%
 
66,959
         
.57
         
.55
         
2.06
       
Year ended 12/31/2004
   
28.84
   
.60
   
2.19
   
2.79
   
(.52
)
 
(.36
)
 
(.88
)
 
30.75
   
9.78
   
64,880
         
.57
         
.57
         
2.06
       
Year ended 12/31/2003
   
23.48
   
.54
   
5.55
   
6.09
   
(.52
)
 
(.21
)
 
(.73
)
 
28.84
   
26.30
   
58,353
         
.59
         
.59
         
2.14
       
Year ended 12/31/2002
   
28.53
   
.49
   
(4.56
)
 
(4.07
)
 
(.52
)
 
(.46
)
 
(.98
)
 
23.48
   
(14.47
)
 
46,129
         
.59
         
.59
         
1.89
       
Class B:
                                                                                                       
Year ended 12/31/2006
   
31.24
   
.46
   
4.21
   
4.67
   
(.48
)
 
(2.06
)
 
(2.54
)
 
33.37
   
15.04
   
4,222
         
1.34
         
1.32
         
1.38
       
Year ended 12/31/2005
   
30.64
   
.39
   
1.46
   
1.85
   
(.44
)
 
(.81
)
 
(1.25
)
 
31.24
   
6.04
   
3,853
         
1.35
         
1.33
         
1.28
       
Year ended 12/31/2004
   
28.74
   
.38
   
2.17
   
2.55
   
(.29
)
 
(.36
)
 
(.65
)
 
30.64
   
8.94
   
3,683
         
1.36
         
1.35
         
1.29
       
Year ended 12/31/2003
   
23.41
   
.34
   
5.53
   
5.87
   
(.33
)
 
(.21
)
 
(.54
)
 
28.74
   
25.30
   
3,011
         
1.38
         
1.38
         
1.33
       
Year ended 12/31/2002
   
28.47
   
.30
   
(4.57
)
 
(4.27
)
 
(.33
)
 
(.46
)
 
(.79
)
 
23.41
   
(15.18
)
 
1,841
         
1.39
         
1.39
         
1.18
       
Class C:
                                                                                                       
Year ended 12/31/2006
   
31.18
   
.44
   
4.21
   
4.65
   
(.46
)
 
(2.06
)
 
(2.52
)
 
33.31
   
15.00
   
3,350
         
1.41
         
1.38
         
1.32
       
Year ended 12/31/2005
   
30.59
   
.37
   
1.45
   
1.82
   
(.42
)
 
(.81
)
 
(1.23
)
 
31.18
   
5.96
   
2,929
         
1.42
         
1.40
         
1.21
       
Year ended 12/31/2004
   
28.70
   
.36
   
2.16
   
2.52
   
(.27
)
 
(.36
)
 
(.63
)
 
30.59
   
8.85
   
2,691
         
1.43
         
1.43
         
1.22
       
Year ended 12/31/2003
   
23.38
   
.31
   
5.53
   
5.84
   
(.31
)
 
(.21
)
 
(.52
)
 
28.70
   
25.22
   
1,985
         
1.45
         
1.45
         
1.25
       
Year ended 12/31/2002
   
28.44
   
.30
   
(4.58
)
 
(4.28
)
 
(.32
)
 
(.46
)
 
(.78
)
 
23.38
   
(15.20
)
 
1,025
         
1.45
         
1.45
         
1.17
       
Class F:
                                                                                                       
Year ended 12/31/2006
   
31.32
   
.71
   
4.24
   
4.95
   
(.73
)
 
(2.06
)
 
(2.79
)
 
33.48
   
15.95
   
1,673
         
.60
         
.58
         
2.12
       
Year ended 12/31/2005
   
30.72
   
.62
   
1.45
   
2.07
   
(.66
)
 
(.81
)
 
(1.47
)
 
31.32
   
6.77
   
1,336
         
.64
         
.62
         
1.99
       
Year ended 12/31/2004
   
28.81
   
.58
   
2.18
   
2.76
   
(.49
)
 
(.36
)
 
(.85
)
 
30.72
   
9.69
   
1,209
         
.67
         
.67
         
1.99
       
Year ended 12/31/2003
   
23.46
   
.51
   
5.55
   
6.06
   
(.50
)
 
(.21
)
 
(.71
)
 
28.81
   
26.18
   
897
         
.69
         
.69
         
2.01
       
Year ended 12/31/2002
   
28.52
   
.49
   
(4.59
)
 
(4.10
)
 
(.50
)
 
(.46
)
 
(.96
)
 
23.46
   
(14.59
)
 
415
         
.70
         
.70
         
1.92
       
Class 529-A:
                                                                                                       
Year ended 12/31/2006
   
31.33
   
.69
   
4.24
   
4.93
   
(.72
)
 
(2.06
)
 
(2.78
)
 
33.48
   
15.87
   
1,118
         
.64
         
.62
         
2.08
       
Year ended 12/31/2005
   
30.73
   
.61
   
1.45
   
2.06
   
(.65
)
 
(.81
)
 
(1.46
)
 
31.33
   
6.74
   
835
         
.67
         
.65
         
1.96
       
Year ended 12/31/2004
   
28.82
   
.59
   
2.17
   
2.76
   
(.49
)
 
(.36
)
 
(.85
)
 
30.73
   
9.68
   
625
         
.68
         
.68
         
2.00
       
Year ended 12/31/2003
   
23.48
   
.52
   
5.55
   
6.07
   
(.52
)
 
(.21
)
 
(.73
)
 
28.82
   
26.19
   
380
         
.64
         
.64
         
2.06
       
Period from 2/15/2002 to 12/31/2002
   
27.88
   
.46
   
(3.91
)
 
(3.45
)
 
(.49
)
 
(.46
)
 
(.95
)
 
23.48
   
(12.57
)
 
153
         
.71
   
(5
)
 
.71
   
(5
)
 
2.17
   
(5
)
Class 529-B:
                                                                                                       
Year ended 12/31/2006
   
31.27
   
.42
   
4.21
   
4.63
   
(.44
)
 
(2.06
)
 
(2.50
)
 
33.40
   
14.90
   
238
         
1.47
         
1.45
         
1.25
       
Year ended 12/31/2005
   
30.67
   
.35
   
1.45
   
1.80
   
(.39
)
 
(.81
)
 
(1.20
)
 
31.27
   
5.87
   
191
         
1.51
         
1.49
         
1.12
       
Year ended 12/31/2004
   
28.78
   
.33
   
2.16
   
2.49
   
(.24
)
 
(.36
)
 
(.60
)
 
30.67
   
8.69
   
155
         
1.56
         
1.55
         
1.12
       
Year ended 12/31/2003
   
23.45
   
.28
   
5.54
   
5.82
   
(.28
)
 
(.21
)
 
(.49
)
 
28.78
   
25.05
   
100
         
1.58
         
1.58
         
1.12
       
Period from 2/15/2002 to 12/31/2002
   
27.88
   
.28
   
(3.92
)
 
(3.64
)
 
(.33
)
 
(.46
)
 
(.79
)
 
23.45
   
(13.22
)
 
41
         
1.58
   
(5
)
 
1.58
   
(5
)
 
1.30
   
(5
)
Class 529-C:
                                                                                                       
Year ended 12/31/2006
   
31.27
   
.42
   
4.23
   
4.65
   
(.45
)
 
(2.06
)
 
(2.51
)
 
33.41
   
14.94
   
325
         
1.46
         
1.44
         
1.26
       
Year ended 12/31/2005
   
30.68
   
.35
   
1.45
   
1.80
   
(.40
)
 
(.81
)
 
(1.21
)
 
31.27
   
5.85
   
247
         
1.50
         
1.48
         
1.13
       
Year ended 12/31/2004
   
28.78
   
.33
   
2.17
   
2.50
   
(.24
)
 
(.36
)
 
(.60
)
 
30.68
   
8.74
   
188
         
1.55
         
1.54
         
1.13
       
Year ended 12/31/2003
   
23.45
   
.29
   
5.54
   
5.83
   
(.29
)
 
(.21
)
 
(.50
)
 
28.78
   
25.07
   
115
         
1.57
         
1.57
         
1.13
       
Period from 2/19/2002 to 12/31/2002
   
27.47
   
.28
   
(3.50
)
 
(3.22
)
 
(.34
)
 
(.46
)
 
(.80
)
 
23.45
   
(11.91
)
 
45
         
1.57
   
(5
)
 
1.57
   
(5
)
 
1.32
   
(5
)
Class 529-E:
                                                                                                       
Year ended 12/31/2006
   
31.28
   
.59
   
4.23
   
4.82
   
(.62
)
 
(2.06
)
 
(2.68
)
 
33.42
   
15.52
   
48
         
.95
         
.92
         
1.78
       
Year ended 12/31/2005
   
30.68
   
.51
   
1.45
   
1.96
   
(.55
)
 
(.81
)
 
(1.36
)
 
31.28
   
6.42
   
36
         
.99
         
.96
         
1.65
       
Year ended 12/31/2004
   
28.78
   
.48
   
2.17
   
2.65
   
(.39
)
 
(.36
)
 
(.75
)
 
30.68
   
9.29
   
27
         
1.03
         
1.02
         
1.65
       
Year ended 12/31/2003
   
23.45
   
.42
   
5.54
   
5.96
   
(.42
)
 
(.21
)
 
(.63
)
 
28.78
   
25.70
   
16
         
1.04
         
1.04
         
1.65
       
Period from 3/1/2002 to 12/31/2002
   
28.27
   
.38
   
(4.52
)
 
(4.14
)
 
(.33
)
 
(.35
)
 
(.68
)
 
23.45
   
(14.72
)
 
6
         
1.03
   
(5
)
 
1.03
   
(5
)
 
1.90
   
(5
)
Class 529-F:
                                                                                                       
Year ended 12/31/2006
   
31.32
   
.76
   
4.23
   
4.99
   
(.78
)
 
(2.06
)
 
(2.84
)
 
33.47
   
16.10
   
13
         
.45
         
.42
         
2.27
       
Year ended 12/31/2005
   
30.71
   
.64
   
1.46
   
2.10
   
(.68
)
 
(.81
)
 
(1.49
)
 
31.32
   
6.87
   
8
         
.56
         
.54
         
2.07
       
Year ended 12/31/2004
   
28.81
   
.56
   
2.16
   
2.72
   
(.46
)
 
(.36
)
 
(.82
)
 
30.71
   
9.55
   
5
         
.78
         
.77
         
1.91
       
Year ended 12/31/2003
   
23.47
   
.48
   
5.55
   
6.03
   
(.48
)
 
(.21
)
 
(.69
)
 
28.81
   
26.05
   
3
         
.79
         
.79
         
1.88
       
Period from 9/16/2002 to 12/31/2002
   
23.98
   
.16
   
(.19
)
 
(.03
)
 
(.13
)
 
(.35
)
 
(.48
)
 
23.47
   
(.14
)
 
-
   
(6
)
 
.23
         
.23
         
.68
       
Class R-1:
                                                                                                       
Year ended 12/31/2006
 
$
31.25
 
$
.44
 
$
4.22
 
$
4.66
 
$
(.46
)
 
(2.06
)
$
(2.52
)
$
33.39
   
14.96
%
$
49
         
1.42
%
       
1.39
%
       
1.31
%
     
Year ended 12/31/2005
   
30.67
   
.38
   
1.44
   
1.82
   
(.43
)
 
(.81
)
 
(1.24
)
 
31.25
   
5.93
   
29
         
1.42
         
1.40
         
1.22
       
Year ended 12/31/2004
   
28.77
   
.36
   
2.17
   
2.53
   
(.27
)
 
(.36
)
 
(.63
)
 
30.67
   
8.84
   
23
         
1.47
         
1.46
         
1.21
       
Year ended 12/31/2003
   
23.46
   
.31
   
5.54
   
5.85
   
(.33
)
 
(.21
)
 
(.54
)
 
28.77
   
25.18
   
14
         
1.51
         
1.47
         
1.18
       
Period from 6/6/2002 to 12/31/2002
   
27.27
   
.20
   
(3.36
)
 
(3.16
)
 
(.30
)
 
(.35
)
 
(.65
)
 
23.46
   
(11.68
)
 
1
         
2.43
   
(5
)
 
1.47
   
(5
)
 
1.49
   
(5
)
Class R-2:
                                                                                                       
Year ended 12/31/2006
   
31.26
   
.43
   
4.23
   
4.66
   
(.46
)
 
(2.06
)
 
(2.52
)
 
33.40
   
14.99
   
625
         
1.50
         
1.39
         
1.31
       
Year ended 12/31/2005
   
30.67
   
.37
   
1.45
   
1.82
   
(.42
)
 
(.81
)
 
(1.23
)
 
31.26
   
5.95
   
479
         
1.57
         
1.40
         
1.21
       
Year ended 12/31/2004
   
28.77
   
.37
   
2.17
   
2.54
   
(.28
)
 
(.36
)
 
(.64
)
 
30.67
   
8.88
   
361
         
1.63
         
1.42
         
1.27
       
Year ended 12/31/2003
   
23.46
   
.31
   
5.54
   
5.85
   
(.33
)
 
(.21
)
 
(.54
)
 
28.77
   
25.18
   
188
         
1.76
         
1.43
         
1.21
       
Period from 5/21/2002 to 12/31/2002
   
28.23
   
.23
   
(4.34
)
 
(4.11
)
 
(.31
)
 
(.35
)
 
(.66
)
 
23.46
   
(14.64
)
 
24
         
1.57
   
(5
)
 
1.43
   
(5
)
 
1.61
   
(5
)
Class R-3:
                                                                                                       
Year ended 12/31/2006
   
31.30
   
.59
   
4.24
   
4.83
   
(.62
)
 
(2.06
)
 
(2.68
)
 
33.45
   
15.54
   
909
         
.94
         
.92
         
1.78
       
Year ended 12/31/2005
   
30.71
   
.52
   
1.45
   
1.97
   
(.57
)
 
(.81
)
 
(1.38
)
 
31.30
   
6.43
   
666
         
.95
         
.93
         
1.68
       
Year ended 12/31/2004
   
28.80
   
.50
   
2.17
   
2.67
   
(.40
)
 
(.36
)
 
(.76
)
 
30.71
   
9.34
   
493
         
.99
         
.98
         
1.72
       
Year ended 12/31/2003
   
23.47
   
.41
   
5.55
   
5.96
   
(.42
)
 
(.21
)
 
(.63
)
 
28.80
   
25.70
   
231
         
1.06
         
1.05
         
1.60
       
Period from 6/4/2002 to 12/31/2002
   
27.58
   
.27
   
(3.69
)
 
(3.42
)
 
(.34
)
 
(.35
)
 
(.69
)
 
23.47
   
(12.49
)
 
24
         
1.11
   
(5
)
 
1.05
   
(5
)
 
2.00
   
(5
)
Class R-4:
                                                                                                       
Year ended 12/31/2006
   
31.32
   
.69
   
4.24
   
4.93
   
(.71
)
 
(2.06
)
 
(2.77
)
 
33.48
   
15.90
   
323
         
.65
         
.62
         
2.07
       
Year ended 12/31/2005
   
30.72
   
.62
   
1.45
   
2.07
   
(.66
)
 
(.81
)
 
(1.47
)
 
31.32
   
6.77
   
236
         
.65
         
.63
         
1.99
       
Year ended 12/31/2004
   
28.82
   
.60
   
2.16
   
2.76
   
(.50
)
 
(.36
)
 
(.86
)
 
30.72
   
9.67
   
119
         
.67
         
.66
         
2.05
       
Year ended 12/31/2003
   
23.47
   
.51
   
5.55
   
6.06
   
(.50
)
 
(.21
)
 
(.71
)
 
28.82
   
26.19
   
40
         
.68
         
.68
         
2.00
       
Period from 5/28/2002 to 12/31/2002
   
28.22
   
.32
   
(4.33
)
 
(4.01
)
 
(.39
)
 
(.35
)
 
(.74
)
 
23.47
   
(14.31
)
 
9
         
.73
   
(5
)
 
.69
   
(5
)
 
2.25
   
(5
)
Class R-5:
                                                                                                       
Year ended 12/31/2006
   
31.35
   
.79
   
4.24
   
5.03
   
(.81
)
 
(2.06
)
 
(2.87
)
 
33.51
   
16.22
   
1,980
         
.35
         
.33
         
2.37
       
Year ended 12/31/2005
   
30.75
   
.70
   
1.46
   
2.16
   
(.75
)
 
(.81
)
 
(1.56
)
 
31.35
   
7.06
   
1,562
         
.36
         
.34
         
2.28
       
Year ended 12/31/2004
   
28.84
   
.67
   
2.18
   
2.85
   
(.58
)
 
(.36
)
 
(.94
)
 
30.75
   
10.02
   
1,408
         
.36
         
.35
         
2.28
       
Year ended 12/31/2003
   
23.48
   
.56
   
5.59
   
6.15
   
(.58
)
 
(.21
)
 
(.79
)
 
28.84
   
26.58
   
1,201
         
.36
         
.36
         
2.11
       
Period from 5/15/2002 to 12/31/2002
   
28.37
   
.39
   
(4.50
)
 
(4.11
)
 
(.43
)
 
(.35
)
 
(.78
)
 
23.48
   
(14.59
)
 
48
         
.37
   
(5
)
 
.37
   
(5
)
 
2.56
   
(5
)

 

             
Year ended December 31
         
 2006
  2005
 
2004
 
2003
 
2002
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Portfolio turnover rate for all classes of shares
 
 
20%
 
19%
 
19%
 
24%
 
27%
                           
                           
(1) Based on operations for the periods shown (unless otherwise noted) and, accordingly, may not be representative of a full year.
(2) Based on average shares outstanding.
                     
(3) Total returns exclude all sales charges, including contingent deferred sales charges.
(4) The ratios in this column reflect the impact, if any, of certain reimbursements/waivers from CRMC. During some of the periods shown CRMC reduced fees for investment advisory services for all share classes. In addition, during the start-up period for the retirement plan share classes (except Class R-5), CRMC agreed to pay a portion of the fees related to transfer agent services.
(5) Annualized.
                         
(6) Amount less than $1 million.
                         
                           
                           
See Notes to Financial Statements
                         
 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of The Investment Company of America:


In our opinion, the accompanying statement of assets and liabilities, including the summary investment portfolio, and the related statements of operations and changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Investment Company of America (the "Fund") at December 31, 2006, 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 its financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities owned at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
Los Angeles, California
February 7, 2007

 


 
Tax information
unaudited

We are required to advise you within 60 days of the fund’s fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The fund hereby designates the following amounts for the fund’s fiscal year ended December 31, 2006:

 
Long-term capital gains
$5,410,467,000
 
Qualified dividend income
100%
 
Corporate dividends received deduction
$1,298,221,000
 
U.S. government income that may be exempt from state taxation
148,890,000
 
   

Individual shareholders should refer to their Form 1099 or other tax information, which was mailed in January 2007, to determine the calendar year amounts to be included on their 2006 tax returns. Shareholders should consult their tax advisers.

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
<PAGE>





[logo - American Funds(R)]          The right choice for the long term/(R)/




The Investment
Company of America/(R)/



RETIREMENT PLAN
PROSPECTUS






March 1, 2007






TABLE OF CONTENTS

 1    Risk/Return summary
 4    Fees and expenses of the fund
 6    Investment objectives, strategies and risks
 9    Management and organization
13    Purchase, exchange and sale of shares
16    Sales charges
18    Sales charge reductions
19    Rollovers from retirement plans to IRAs
20    Plans of distribution
20    Other compensation to dealers
21    Distributions and taxes
22    Financial highlights



 THE 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.



<PAGE>

[This page was intentionally left blank.]



<PAGE>

Risk/Return summary

The fund seeks to make your investment grow and provide you with income over
time by investing primarily in common stocks that offer growth and dividend
potential.

The fund is designed for investors seeking both capital appreciation and income.
Your investment in the fund is subject to risks, including the possibility that
the fund's income and the value of its portfolio holdings may fluctuate in
response to events specific to the companies or markets in which the fund
invests, as well as economic, political or social events in the United States or
abroad.

The fund's investments are limited to securities of companies that are included
on its eligible list. Changes to the eligible list are reviewed and authorized
by the fund's board of directors at the recommendation of Capital Research and
Management Company, the fund's investment adviser.

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 government
agency, entity or person.

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.


                                       1

                                 The Investment Company of America / Prospectus

<PAGE>

HISTORICAL INVESTMENT RESULTS

The bar chart below shows how the fund's investment results have varied from
year to year, and the Investment Results table on page 3 shows how the fund's
average annual total returns for various periods compare with different broad
measures of market performance. This information provides some indication of the
risks of investing in the fund. All fund results reflect the reinvestment of
dividends and capital gain distributions, if any. Unless otherwise noted, fund
results reflect any fee waivers and/or expense reimbursements in effect during
the period presented. Past results are not predictive of future results.


CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

(Results do not include a sales charge; if a sales charge were included,
 results would be lower.)

[begin bar chart]

1997            29.81
1998            22.93
1999            16.55
2000             3.84
2001            -4.59
2002           -14.47
2003            26.30
2004             9.78
2005             6.87
2006            15.94

[end bar chart]





Highest/Lowest quarterly results during this time period were:




HIGHEST            17.34%      (quarter ended December 31, 1998)
LOWEST            -14.51%      (quarter ended September 30, 2002)






                                       2

The Investment Company of America / Prospectus


<PAGE>



Unlike the bar chart on the previous page, the Investment Results table below
reflects, as required by Securities and Exchange Commission rules, the fund's
investment results with the following maximum initial sales charge imposed:

 . Class A share results reflect the maximum initial sales charge of 5.75%. This
   charge is reduced for purchases of $25,000 or more and eliminated for
   purchases of $1 million or more.

 . Class R shares are sold without any initial sales charge.

Results would be higher if calculated without a sales charge.

Unlike the Investment Results table below, the Additional Investment Results
table on page 7 reflects the fund's results calculated without a sales charge.


 INVESTMENT RESULTS (WITH A MAXIMUM SALES CHARGE)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                  1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- --------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34     9.28%    6.73%    9.82%       12.82%
- --------------------------------------------------------------------------




                                  1 YEAR   LIFETIME/1/
- -------------------------------------------------------

 CLASS R-1 -- FIRST SOLD 6/6/02   14.96%      8.72%
- -------------------------------------------------------
 CLASS R-2 -- FIRST SOLD 5/21/02  14.99       7.85
- -------------------------------------------------------
 CLASS R-3 -- FIRST SOLD 6/4/02   15.54       8.93
- -------------------------------------------------------
 CLASS R-4 -- FIRST SOLD 5/28/02  15.90       8.70
- -------------------------------------------------------
 CLASS R-5 -- FIRST SOLD 5/15/02  16.22       8.84
- -------------------------------------------------------




                                   1 YEAR   5 YEARS   10 YEARS    LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES
 S&P 500/3/                        15.78%    6.19%      8.42%       11.33%
 Lipper Growth and Income Funds    15.57     7.59       8.01          N/A
  Index/4/
Class A annualized 30-day yield at December 31, 2006: 2.04%/5/
(For current yield information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.

/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.
/5/  Reflects a fee waiver (2.02% without the waiver) as described in the Annual
     Fund Operating Expenses table under "Fees and expenses of the fund."


                                       3

                                 The Investment Company of America / Prospectus

<PAGE>

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.



 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                               CLASS A    ALL R SHARE CLASSES
- ------------------------------------------------------------------------------

 Maximum initial sales charge on purchases      5.75%/*/         none
 (as a percentage of offering price)
- ------------------------------------------------------------------------------
 Maximum sales charge on reinvested dividends    none            none
- ------------------------------------------------------------------------------
 Maximum contingent deferred sales charge        none            none
- ------------------------------------------------------------------------------
 Redemption or exchange fees                     none            none



* The initial sales charge is reduced for purchases of $25,000 or more and
  eliminated for purchases of $1 million or more.


 ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
                                            CLASS  CLASS  CLASS  CLASS   CLASS
                                   CLASS A   R-1    R-2    R-3    R-4     R-5
- -------------------------------------------------------------------------------

 Management fees/1/                 0.24%   0.24%  0.24%  0.24%  0.24%   0.24%
- -------------------------------------------------------------------------------
 Distribution and/or service        0.23    1.00   0.75   0.50   0.25    none
 (12b-1) fees/2/
- -------------------------------------------------------------------------------
 Other expenses                     0.10    0.18   0.51   0.20   0.16    0.11
- -------------------------------------------------------------------------------
 Total annual fund operating        0.57    1.42   1.50   0.94   0.65    0.35
 expenses/1/
- -------------------------------------------------------------------------------



/1/  The fund's investment adviser is currently waiving 10% of its management fee.
     The waiver may be discontinued at any time in consultation with the fund's
     board, but it is expected to continue at this level until further review. The
     fund's investment adviser and board intend to review the waiver as
     circumstances warrant. In addition, the investment adviser paid a portion of
     the fund's transfer agent fees for certain R share classes. Management fees and
     total expenses do not reflect any waiver or reimbursement. Information
     regarding the effect of any waiver/reimbursement on total annual fund operating
     expenses can be found in the Financial Highlights table in this prospectus and
     in the fund's annual report.

/2/  Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .25%, 1.00%, 1.00%,
     .75% and .50%, respectively, of the class' average net assets annually.


                                       4

The Investment Company of America / Prospectus


<PAGE>

OTHER EXPENSES

The "Other expenses" items in the table above include custodial, legal, transfer
agent and subtransfer agent/recordkeeping payments, as well as various other
expenses. Subtransfer agent/recordkeeping payments may be made to the fund's
investment adviser, affiliates of the adviser and unaffiliated third parties for
providing recordkeeping and other administrative services to retirement plans
invested in the fund in lieu of the transfer agent providing such services. The
amount paid for subtransfer agent/recordkeeping services will vary depending on
the share class selected and the entity receiving the payments. The table below
shows the maximum payments to entities providing services to retirement plans.


                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
- -------------------------------------------------------------------------------

 Class A            .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
- -------------------------------------------------------------------------------
 Class R-1           .10% of assets                     .10% of assets
- -------------------------------------------------------------------------------
 Class R-2     .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                      of assets/3/
- -------------------------------------------------------------------------------
 Class R-3     .10% of assets plus $12 per              .15% of assets
             participant position/2/ or .19%
                      of assets/3/
 Class R-4           .10% of assets                     .10% of assets
- -------------------------------------------------------------------------------
 Class R-5           .05% of assets                     .05% of assets
- -------------------------------------------------------------------------------




/1/  Payment amount depends on the date upon which services commenced.

/2/  Payment with respect to Recordkeeper Direct/(R)/ program.
/3/  Payment with respect to PlanPremier/(R)/ program.

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any fee waivers
or expense reimbursements.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:


                                1 YEAR  3 YEARS  5 YEARS   10 YEARS
- --------------------------------------------------------------------

 Class A*                        $630    $747     $875      $1,248
- --------------------------------------------------------------------
 Class R-1                        145     449      776       1,702
- --------------------------------------------------------------------
 Class R-2                        153     474      818       1,791
- --------------------------------------------------------------------
 Class R-3                         96     300      520       1,155
- --------------------------------------------------------------------
 Class R-4                         66     208      362         810
- --------------------------------------------------------------------
 Class R-5                         36     113      197         443
- --------------------------------------------------------------------



* Reflects the maximum initial sales charge in the first year.


                                       5

                                 The Investment Company of America / Prospectus

<PAGE>

Investment objectives, strategies and risks

The fund's investment objectives are to achieve long-term growth of capital and
income. The fund strives to accomplish these objectives through extensive U.S.
and global research, careful selection and broad diversification. In the
selection of securities for investment, potential for capital appreciation and
future dividends are given more weight than current yield. The fund invests
primarily in common stocks. The fund's investments are limited to securities of
companies that are included on its eligible list, which consists of securities
deemed suitable by the fund's investment adviser in light of the fund's
investment objectives and policies. Securities are added to, or deleted from,
the eligible list by the board of directors, after reviewing and acting upon the
recommendations of the investment adviser.

The prices of, and the income generated by, securities held by the fund may
decline in response to certain events, including those directly involving the
companies whose securities are owned by the fund; conditions affecting the
general economy; overall market changes; local, regional or global political,
social or economic instability; and currency, interest rate and commodity price
fluctuations.

The fund may invest up to 15% of its assets, at the time of purchase, in
securities of issuers domiciled outside the United States and not included in
Standard & Poor's 500 Composite Index. Investments in securities issued by
entities based outside the United States may be subject to the risks described
above to a greater extent and may also be affected by currency fluctuation and
controls; different accounting, auditing, financial reporting and legal
standards and practices in some countries; 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.

The fund may also 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. 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.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average 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.


                                       6

The Investment Company of America / Prospectus


<PAGE>

Securities may be sold when the investment adviser believes that they no longer
represent relatively attractive investment opportunities.

OTHER IMPORTANT INVESTMENT PRACTICES

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in this prospectus and in the
statement of additional information.

ADDITIONAL INVESTMENT RESULTS

Unlike the Investment Results table on page 3, the table below reflects the
fund's results calculated without a sales charge.

 ADDITIONAL INVESTMENT RESULTS (WITHOUT A SALES CHARGE)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                  1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- --------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34     15.94%   8.00%    10.47%      12.91%




                                  1 YEAR   LIFETIME/1/
- -------------------------------------------------------

 CLASS R-1 -- FIRST SOLD 6/6/02   14.96%      8.72%
- -------------------------------------------------------
 CLASS R-2 -- FIRST SOLD 5/21/02  14.99       7.85
- -------------------------------------------------------
 CLASS R-3 -- FIRST SOLD 6/4/02   15.54       8.93
- -------------------------------------------------------
 CLASS R-4 -- FIRST SOLD 5/28/02  15.90       8.70
- -------------------------------------------------------
 CLASS R-5 -- FIRST SOLD 5/15/02  16.22       8.84




                            1 YEAR     5 YEARS     10 YEARS      LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES
 S&P 500/3/                 15.78%      6.19%        8.42%         11.33%
 Lipper Growth and Income   15.57       7.59         8.01            N/A
  Funds Index/4/
Class A distribution rate at December 31, 2006: 2.08%/5/
(For current distribution rate information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.

/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.
/5/  The distribution rate is based on actual distributions paid to shareholders
     over a 12-month period. Capital gain distributions, if any, are added back to
     the net asset value to determine the rate.


                                       7

                                 The Investment Company of America / Prospectus

<PAGE>


INDUSTRY SECTOR DIVERSIFICATION AS OF DECEMBER 31, 2006 (percent of net assets)

[begin pie chart]

Information technology                                       13.83%
Financials                                                   12.27%
Industrials                                                   9.71%
Consumer staples                                              9.39%
Health care                                                   8.88%
Convertible securities                                        0.48%
Other industries                                             30.24%
Short-term securities & other assets less liabilities        15.20%

[end pie chart]




Because the fund is actively managed, its holdings will change over time.

For updated information on the fund's portfolio holdings, please visit us at
americanfunds.com.


                                       8

The Investment Company of America / Prospectus


<PAGE>

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 135 South State
College Boulevard, Brea, California 92821. Capital Research and Management
Company manages the investment portfolio and business affairs of the fund. The
total management fee 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 directors is contained in the fund's semi-annual report to shareholders
for the fiscal period ended June 30, 2006.

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. The investment adviser strives to obtain best execution
for the fund's portfolio transactions, taking into account a variety of factors
to produce the most favorable total price reasonably attainable under the
circumstances. These factors include the size and type of transaction, the cost
and quality of executions, and the broker-dealer's ability to offer liquidity
and anonymity. For example, with respect to equity transactions, the fund does
not consider the investment adviser as having an obligation to obtain the lowest
available commission rate to the exclusion of price, service and qualitative
considerations. Subject to the considerations outlined above, 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 who have provided investment research and/or brokerage services to the
investment adviser. In placing orders for the fund's portfolio transactions, the
investment adviser does not commit to any specific amount of business with any
particular broker-dealer. 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. However, when the
investment adviser places orders for the fund's portfolio transactions, it does
not give any consideration to whether a broker-dealer has sold shares of the
funds managed by the investment adviser.


                                       9

                                 The Investment Company of America / Prospectus

<PAGE>

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the lower
portion of the fund's details page on the website. A list of the fund's top 10
equity holdings, updated as of each month-end, is generally posted to this page
within 14 days after the end of the applicable month. 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. Both lists remain available on the website until
new information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the 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.

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. Counselors
decide how their respective segments will be invested. In addition, Capital
Research and Management Company's investment analysts may make investment
decisions with respect to a portion of a fund's portfolio. Investment decisions
are subject to a fund's objective(s), policies and restrictions and the
oversight of the appropriate investment-related committees of Capital Research
and Management Company.

The primary individual portfolio counselors for The Investment Company of
America are:

                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 R. MICHAEL SHANAHAN          16 years        Chairman Emeritus,         Serves as an equity
 Vice Chairman of the     (plus 7 years of    Capital Research and       portfolio counselor
 Board                    prior experience    Management Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 42 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------





                                       10

The Investment Company of America / Prospectus


<PAGE>


                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 JAMES B. LOVELACE            15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 3 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 25 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 DONALD D. O'NEAL             15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 4 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 22 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 JOYCE E. GORDON              6 years         Senior Vice President      Serves as an equity
 Senior Vice President   (plus 12 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 27 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 J. DALE HARVEY                1 year         Vice President, Capital    Serves as an equity
 Vice President                               Research and Management    portfolio counselor
                                              Company

                                              Investment professional
                                              for 18 years in total;
                                              16 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------




                                       11

                                 The Investment Company of America / Prospectus

<PAGE>


                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 JAMES E. DRASDO              20 years        Senior Vice President      Serves as an equity
                          (plus 9 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 35 years in total;
                                              30 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 DARCY B. KOPCHO               1 year         Senior Vice President      Serves as an equity
                                              and Director, Capital      portfolio counselor
                                              Research and Management
                                              Company

                                              Investment professional
                                              for 27 years in total;
                                              19 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 C. ROSS SAPPENFIELD          7 years         Vice President, Capital    Serves as an equity
                          (plus 6 years of    Research and Management    portfolio counselor
                          prior experience    Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 15 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage can be found in the
statement of additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.
PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR PLAN RECORDKEEPER FOR
MORE INFORMATION.


                                       12

The Investment Company of America / Prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO
OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON
YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT
PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

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

Class A shares are generally not available for retirement plans using the
PlanPremier or Recordkeeper Direct recordkeeping programs.

Class R shares generally are available only to 401(k) plans, 457 plans,
employer-sponsored 403(b) plans, profit-sharing and money purchase pension
plans, defined benefit plans and nonqualified deferred compensation plans. Class
R shares also are generally available only to retirement plans where plan level
or omnibus accounts are held on the books of the fund. Class R-5 shares
generally are available only to retirement plans with $1 million or more in plan
assets. In addition, Class R-5 shares are available for investment by American
Funds Target Date Retirement Series/SM/. Class R shares generally are not
available to retail nonretirement accounts, traditional and Roth Individual
Retirement Accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs,
SIMPLE IRAs, individual 403(b) plans and 529 college savings plans.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds money market funds purchased without a sales charge
generally will be subject to the appropriate sales charge.

FREQUENT TRADING OF FUND SHARES

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


                                       13

                                 The Investment Company of America / Prospectus

<PAGE>

activity, that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund may be rejected.

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of directors has adopted certain policies
and procedures with respect to frequent purchases and redemptions of fund
shares. Under the fund's "purchase blocking policy," any shareholder redeeming
shares (including redemptions that are part of an exchange transaction) having a
value of $5,000 or more from the fund will be precluded from investing in the
fund (including investments that are part of an exchange transaction) for 30
calendar days after the redemption transaction. This prohibition will not apply
to redemptions by shareholders whose shares are held on the books of third-party
intermediaries (such as investment dealers holding shareholder accounts in
street name, retirement plan recordkeepers, insurance company separate accounts
and bank trust companies) that have not adopted procedures to implement this
policy. American Funds Service Company will work with intermediaries to develop
such procedures or other procedures that American Funds Service Company
determines are reasonably designed to achieve the objective of the purchase
blocking policy. At the time the intermediaries adopt these procedures,
shareholders whose accounts are on the books of such intermediaries will be
subject to this purchase blocking policy or another frequent trading policy that
is reasonably designed to achieve the objective of the purchase blocking policy.
You should refer to disclosures provided by the intermediaries with which you
have an account to determine the specific trading restrictions that apply to
you. There is no guarantee that all instances of frequent trading in fund shares
will be prevented.

Under the fund's purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as:
systematic redemptions and purchases where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement Series;
retirement plan contributions, loans and distributions (including hardship
withdrawals) identified as such on the retirement plan recordkeeper's system;
and purchase transactions involving transfers of assets, rollovers, Roth IRA
conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.

NOTWITHSTANDING THE FUND'S PURCHASE BLOCKING POLICY, ALL TRANSACTIONS IN FUND
SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS DISTRIBUTORS' RIGHT TO
RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY (INCLUDING THE TYPES OF
TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED OR TRIGGER A PURCHASE
BLOCK UNDER THE POLICY). SEE THE STATEMENT OF ADDITIONAL INFORMATION FOR MORE
INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE COMPANY MAY ADDRESS OTHER
POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN FUNDS.


                                       14

The Investment Company of America / Prospectus


<PAGE>

SALES

Please contact your plan administrator or recordkeeper in order to sell shares
from your retirement plan.

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds within 90 days after the date of the
redemption or distribution. Proceeds will be reinvested in the same share class
from which the original redemption or distribution was made. Redemption proceeds
of Class A shares representing direct purchases in American Funds money market
funds that are reinvested in non-money market American Funds will be subject to
a sales charge. Proceeds will be reinvested at the next calculated net asset
value after your request is received and accepted by American Funds Service
Company. You may not reinvest proceeds in the American Funds as described in
this paragraph if such proceeds are subject to a purchase block as described
under "Frequent trading of fund shares." This paragraph does not apply to
rollover investments as described under "Rollovers from retirement plans to
IRAs."

VALUING SHARES

The net asset value of each share class 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 4:00 p.m. New York time, the
normal close of regular 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 value of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives and accepts your
request.


                                       15

                                 The Investment Company of America / Prospectus

<PAGE>

Sales charges

CLASS A SHARES

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



                                                   SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
- ------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
- ------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
- ------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
- ------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
- ------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
- ------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
- ------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
- ------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
- ------------------------------------------------------------------------------



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

CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES

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

.. investments made by accounts that are part of certain qualified fee-based
  programs and that purchased Class A shares before the discontinuation of your
  investment dealer's load-waived A share program with the American Funds; and


.. certain rollover investments from retirement plans to IRAs (see "Rollovers
  from retirement plans to IRAs" below for more information).


                                       16

The Investment Company of America / Prospectus


<PAGE>

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

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds, and employees of The Capital Group Companies.
Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

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

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge on or before March 31, 2004, and that continue to meet the
 eligibility requirements in effect as of that date for purchasing Class A
 shares at net asset value, may continue to purchase Class A shares without any
 initial or contingent deferred sales charge.

CLASS R SHARES

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


                                       17

                                 The Investment Company of America / Prospectus

<PAGE>

Sales charge reductions

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds.

IN ADDITION TO THE INFORMATION BELOW, YOU MAY OBTAIN MORE INFORMATION ABOUT
SALES CHARGE REDUCTIONS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS
WEBSITE AT AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR
FROM YOUR FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, two or more
retirement plans of an employer or employer's affiliates may combine all of
their American Funds investments to reduce their Class A sales charge. However,
for this purpose, investments representing direct purchases of American Funds
money market funds are excluded. Following are different ways that you may
qualify for a reduced Class A sales charge:

 CONCURRENT PURCHASES

 Simultaneous purchases of any class of shares of two or more American Funds may
 be combined to qualify for a reduced Class A sales charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds to determine the initial sales charge you pay on each purchase
 of Class A shares. 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 or (b) the amount you invested
 (excluding capital appreciation) less any withdrawals. Please see the statement
 of additional information for details. You should retain any records necessary
 to substantiate the historical amounts you have invested. The current value of
 existing investments in an American Legacy/(R)/ Retirement Investment Plan may
 also be taken into account to determine your Class A sales charge.

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention. A statement of intention allows you to combine all purchases of all
 share classes of American Funds non-money market funds you intend to make over
 a 13-month period to determine the applicable sales charge; however, purchases
 made under a right of


                                       18

The Investment Company of America / Prospectus


<PAGE>

 reinvestment, appreciation of your holdings, and reinvested dividends and
 capital gains do not count as purchases made during the statement period. The
 market value of your existing holdings eligible to be aggregated as of the day
 immediately before the start of the statement period may be credited toward
 satisfying the statement. A portion of your account may be held in escrow to
 cover additional Class A sales charges that may be due if your total purchases
 over the statement period do not qualify you for the applicable sales charge
 reduction. Employer-sponsored retirement plans may be restricted from
 establishing statements of intention. See "Sales charges" above for more
 information.

RIGHT OF REINVESTMENT

Please see the "Sales" section of "Purchase, exchange and sale of shares" above
for information on how to reinvest proceeds from a redemption, dividend payment
or capital gain distribution without a sales charge.

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover. More information on Class B, C and F shares can be
found in the fund's prospectus for nonretirement plan shareholders. Rollovers
invested in Class A shares from retirement plans will be subject to applicable
sales charges. The following rollovers to Class A shares will be made without a
sales charge:

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

.. rollovers to IRAs that are attributable to American Funds investments, if they
  meet the following requirements:

  -- the assets being rolled over were invested in American Funds at the time of
     distribution; and

  -- the rolled over assets are contributed to an American Funds IRA with Capital
     Bank and Trust Company as custodian.

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


                                       19

                                 The Investment Company of America / Prospectus

<PAGE>

Plans of distribution

The fund has plans of distribution or "12b-1 plans" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. The plans
provide for payments, based on annualized percentages of average daily net
assets, of up to .25% for Class A shares, up to 1.00% for Class R-1 and R-2
shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For
all share classes, up to .25% of these expenses may be used to pay service fees
to qualified dealers for providing certain shareholder services. The amount
remaining for each share class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets, for the
previous fiscal year are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund." Since these fees are paid out of the
fund's assets or income on an ongoing basis, over time they will increase the
cost and reduce the return of your investment.

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 75 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2006, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the assets of the American Funds. Aggregate
payments may also change from year to year. A number of factors will be
considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 75
firms to facilitate educating financial advisers and shareholders about the
American Funds.


                                       20

The Investment Company of America / Prospectus


<PAGE>

Distributions and taxes

DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to shareholders, 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.

All dividends and capital gain distributions paid to retirement plan
shareholders will be automatically reinvested.

TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not taxable currently.

TAXES ON TRANSACTIONS

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

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       21

                                 The Investment Company of America / Prospectus
<PAGE>

Financial highlights/1/

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 of a particular class. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the fund (assuming reinvestment of all dividends and capital gain
distributions). The figures under "Ratio of expenses to average net assets after
reimbursements/waivers" reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/waivers, see the Annual Fund Operating
Expenses table under "Fees and expenses of the fund" in this prospectus and the
fund's annual report. The information below has been audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the statement of additional information, which is
available upon request.


                                                 INCOME (LOSS) FROM INVESTMENT OPERATIONS/2/

                                                                  Net gains
                                                                 (losses) on
                                                                  securities
                                      Net asset                     (both           Total
                                       value,         Net          realized         from
                                      beginning   investment         and         investment
                                      of period     income       unrealized)     operations
- -----------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                  $31.36        $.72          $ 4.23          $ 4.95
Year ended 12/31/2005                   30.75         .64            1.46            2.10
Year ended 12/31/2004                   28.84         .60            2.19            2.79
Year ended 12/31/2003                   23.48         .54            5.55            6.09
Year ended 12/31/2002                   28.53         .49           (4.56)          (4.07)
- -----------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                   31.25         .44            4.22            4.66
Year ended 12/31/2005                   30.67         .38            1.44            1.82
Year ended 12/31/2004                   28.77         .36            2.17            2.53
Year ended 12/31/2003                   23.46         .31            5.54            5.85
Period from 6/6/2002 to 12/31/2002      27.27         .20           (3.36)          (3.16)
- -----------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                  31.26         .43            4.23            4.66
 Year ended 12/31/2005                  30.67         .37            1.45            1.82
 Year ended 12/31/2004                  28.77         .37            2.17            2.54
 Year ended 12/31/2003                  23.46         .31            5.54            5.85
 Period from 5/21/2002 to 12/31/2002    28.23         .23           (4.34)          (4.11)
- -----------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                 $31.30        $.59          $ 4.24          $ 4.83
 Year ended 12/31/2005                  30.71         .52            1.45            1.97
 Year ended 12/31/2004                  28.80         .50            2.17            2.67
 Year ended 12/31/2003                  23.47         .41            5.55            5.96
 Period from 6/4/2002 to 12/31/2002     27.58         .27           (3.69)          (3.42)
- -----------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                  31.32         .69            4.24            4.93
 Year ended 12/31/2005                  30.72         .62            1.45            2.07
 Year ended 12/31/2004                  28.82         .60            2.16            2.76
 Year ended 12/31/2003                  23.47         .51            5.55            6.06
 Period from 5/28/2002 to 12/31/2002    28.22         .32           (4.33)          (4.01)
- -----------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                  31.35         .79            4.24            5.03
 Year ended 12/31/2005                  30.75         .70            1.46            2.16
 Year ended 12/31/2004                  28.84         .67            2.18            2.85
 Year ended 12/31/2003                  23.48         .56            5.59            6.15
 Period from 5/15/2002 to 12/31/2002    28.37         .39           (4.50)          (4.11)






                                       22

The Investment Company of America / Prospectus


<PAGE>


                                            DIVIDENDS AND DISTRIBUTIONS




                                      Dividends   Distributions      Total      Net asset
                                      (from net       (from        dividends     value,
                                      investment     capital          and        end of      Total
                                       income)       gains)      distributions   period    return/3/
- ------------------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                   $(.74)       $(2.06)        $(2.80)      $33.51      15.94%
Year ended 12/31/2005                    (.68)         (.81)         (1.49)       31.36       6.87
Year ended 12/31/2004                    (.52)         (.36)          (.88)       30.75       9.78
Year ended 12/31/2003                    (.52)         (.21)          (.73)       28.84      26.30
Year ended 12/31/2002                    (.52)         (.46)          (.98)       23.48     (14.47)
- ------------------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                    (.46)        (2.06)         (2.52)       33.39      14.96
Year ended 12/31/2005                    (.43)         (.81)         (1.24)       31.25       5.93
Year ended 12/31/2004                    (.27)         (.36)          (.63)       30.67       8.84
Year ended 12/31/2003                    (.33)         (.21)          (.54)       28.77      25.18
Period from 6/6/2002 to 12/31/2002       (.30)         (.35)          (.65)       23.46     (11.68)
- ------------------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                   (.46)        (2.06)         (2.52)       33.40      14.99
 Year ended 12/31/2005                   (.42)         (.81)         (1.23)       31.26       5.95
 Year ended 12/31/2004                   (.28)         (.36)          (.64)       30.67       8.88
 Year ended 12/31/2003                   (.33)         (.21)          (.54)       28.77      25.18
 Period from 5/21/2002 to 12/31/2002     (.31)         (.35)          (.66)       23.46     (14.64)
- ------------------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                  $(.62)       $(2.06)        $(2.68)      $33.45      15.54%
 Year ended 12/31/2005                   (.57)         (.81)         (1.38)       31.30       6.43
 Year ended 12/31/2004                   (.40)         (.36)          (.76)       30.71       9.34
 Year ended 12/31/2003                   (.42)         (.21)          (.63)       28.80      25.70
 Period from 6/4/2002 to 12/31/2002      (.34)         (.35)          (.69)       23.47     (12.49)
- ------------------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                   (.71)        (2.06)         (2.77)       33.48      15.90
 Year ended 12/31/2005                   (.66)         (.81)          1.47)       31.32       6.77
 Year ended 12/31/2004                   (.50)         (.36)          (.86)       30.72       9.67
 Year ended 12/31/2003                   (.50)         (.21)          (.71)       28.82      26.19
 Period from 5/28/2002 to 12/31/2002     (.39)         (.35)          (.74)       23.47     (14.31)
- ------------------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                   (.81)        (2.06)         (2.87)       33.51      16.22
 Year ended 12/31/2005                   (.75)         (.81)         (1.56)       31.35       7.06
 Year ended 12/31/2004                   (.58)         (.36)          (.94)       30.75      10.02
 Year ended 12/31/2003                   (.58)         (.21)          (.79)       28.84      26.58
 Period from 5/15/2002 to 12/31/2002     (.43)         (.35)          (.78)       23.48     (14.59)


                                                      Ratio of     Ratio of
                                                      expenses     expenses
                                                     to average   to average      Ratio
                                           Net       net assets   net assets     of net
                                         assets,       before        after      income to
                                         end of         reim-        reim-       average
                                         period      bursements/  bursements/      net
                                      (in millions)    waivers    waivers/4/     assets
- ------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                    $74,181        .57%         .54%        2.16%
Year ended 12/31/2005                     66,959        .57          .55         2.06
Year ended 12/31/2004                     64,880        .57          .57         2.06
Year ended 12/31/2003                     58,353        .59          .59         2.14
Year ended 12/31/2002                     46,129        .59          .59         1.89
- ------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                         49       1.42         1.39         1.31
Year ended 12/31/2005                         29       1.42         1.40         1.22
Year ended 12/31/2004                         23       1.47         1.46         1.21
Year ended 12/31/2003                         14       1.51         1.47         1.18
Period from 6/6/2002 to 12/31/2002             1       2.43/5/      1.47/5/      1.49/5/
- ------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                       625       1.50         1.39         1.31
 Year ended 12/31/2005                       479       1.57         1.40         1.21
 Year ended 12/31/2004                       361       1.63         1.42         1.27
 Year ended 12/31/2003                       188       1.76         1.43         1.21
 Period from 5/21/2002 to 12/31/2002          24       1.57/5/      1.43/5/      1.61/5/
- ------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                   $   909        .94%         .92%        1.78%
 Year ended 12/31/2005                       666        .95          .93         1.68
 Year ended 12/31/2004                       493        .99          .98         1.72
 Year ended 12/31/2003                       231       1.06         1.05         1.60
 Period from 6/4/2002 to 12/31/2002           24       1.11/5/      1.05/5/      2.00/5/
- ------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                       323        .65          .62         2.07
 Year ended 12/31/2005                       236        .65          .63         1.99
 Year ended 12/31/2004                       119        .67          .66         2.05
 Year ended 12/31/2003                        40        .68          .68         2.00
 Period from 5/28/2002 to 12/31/2002           9        .73/5/       .69/5/      2.25/5/
- ------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                     1,980        .35          .33         2.37
 Year ended 12/31/2005                     1,562        .36          .34         2.28
 Year ended 12/31/2004                     1,408        .36          .35         2.28
 Year ended 12/31/2003                     1,201        .36          .36         2.11
 Period from 5/15/2002 to 12/31/2002          48        .37/5/       .37/5/      2.56/5/





                                          YEAR ENDED DECEMBER 31
                           2006        2005        2004        2003         2002
- ------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
 RATE FOR ALL CLASSES      20%         19%         19%         24%          27%
 OF SHARES




/1/  Based on operations for the periods shown (unless otherwise noted) and,
     accordingly, may not be representative of a full year.

/2/  Based on average shares outstanding.
/3/  Total returns exclude all sales charges.

/4/  The ratios in this column reflect the impact, if any, of certain
     reimbursements/waivers from Capital Research and Management Company. During
     some of the periods shown, Capital Research and Management Company reduced fees
     for investment advisory services for all share classes. In addition, during the
     start-up period for the retirement plan share classes (except Class R-5),
     Capital Research and Management Company agreed to pay a portion of the fees
     related to transfer agent services.

/5/  Annualized.



                                       23

                                 The Investment Company of America / Prospectus

<PAGE>

NOTES


                                       24

The Investment Company of America / Prospectus


<PAGE>

NOTES


                                       25

                                 The Investment Company of America / Prospectus

<PAGE>

NOTES


                                       26

The Investment Company of America / Prospectus


<PAGE>

NOTES


                                       27

                                 The Investment Company of America / Prospectus

<PAGE>



[logo - American Funds(R)]                   The right choice for the long term/(R)/





 FOR SHAREHOLDER SERVICES           American Funds Service Company
                                    800/421-0180
 FOR RETIREMENT PLAN SERVICES       Call your employer or plan administrator
 FOR DEALER SERVICES                American Funds Distributors
                                    800/421-9900
                                    americanfunds.com
 FOR 24-HOUR INFORMATION            For Class R share information, visit
                                    AmericanFundsRetirement.com


 Telephone calls you have with the American Funds organization may be monitored
 or recorded for quality assurance, verification and/or recordkeeping purposes.
 By speaking with us on the telephone, you are giving your consent to such
 monitoring and recording.
- -----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity as to the meaning of any word or
phrase in a translation, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the 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 on all aspects
of 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 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, DC
(202/551-8090) or 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,
DC 20549. The current SAI and shareholder reports are also available, free of
charge, on americanfunds.com.

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.

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
800/421-0180 or write to the secretary of the fund at 333 South Hope Street, Los
Angeles, California 90071.


[logo - recycle bug]
Printed on recycled paper







RPGEPR-904-0307P Litho in USA CGD/RRD/8036     Investment Company File No. 811-00116
- -------------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds        Capital Research and Management        Capital International
        Capital Guardian        Capital Bank and Trust










THE FUND PROVIDES SPANISH TRANSLATION 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>





[logo - American Funds(R)]          The right choice for the long term/(R)/




The Investment
Company of America/(R)/



RETIREMENT PLAN
PROSPECTUS






March 1, 2007






TABLE OF CONTENTS

 1    Risk/Return summary
 4    Fees and expenses of the fund
 6    Investment objectives, strategies and risks
 9    Management and organization
13    Purchase, exchange and sale of shares
16    Sales charges
18    Sales charge reductions
19    Rollovers from retirement plans to IRAs
20    Plans of distribution
20    Other compensation to dealers
21    Distributions and taxes
22    Financial highlights



 THE 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.



<PAGE>

[This page was intentionally left blank.]



<PAGE>

Risk/Return summary

The fund seeks to make your investment grow and provide you with income over
time by investing primarily in common stocks that offer growth and dividend
potential.

The fund is designed for investors seeking both capital appreciation and income.
Your investment in the fund is subject to risks, including the possibility that
the fund's income and the value of its portfolio holdings may fluctuate in
response to events specific to the companies or markets in which the fund
invests, as well as economic, political or social events in the United States or
abroad.

The fund's investments are limited to securities of companies that are included
on its eligible list. Changes to the eligible list are reviewed and authorized
by the fund's board of directors at the recommendation of Capital Research and
Management Company, the fund's investment adviser.

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 government
agency, entity or person.

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.


                                       1

                                 The Investment Company of America / Prospectus

<PAGE>

HISTORICAL INVESTMENT RESULTS

The bar chart below shows how the fund's investment results have varied from
year to year, and the Investment Results table on page 3 shows how the fund's
average annual total returns for various periods compare with different broad
measures of market performance. This information provides some indication of the
risks of investing in the fund. All fund results reflect the reinvestment of
dividends and capital gain distributions, if any. Unless otherwise noted, fund
results reflect any fee waivers and/or expense reimbursements in effect during
the period presented. Past results are not predictive of future results.


CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

(Results do not include a sales charge; if a sales charge were included,
 results would be lower.)

[begin bar chart]

1997            29.81
1998            22.93
1999            16.55
2000             3.84
2001            -4.59
2002           -14.47
2003            26.30
2004             9.78
2005             6.87
2006            15.94

[end bar chart]





Highest/Lowest quarterly results during this time period were:




HIGHEST            17.34%      (quarter ended December 31, 1998)
LOWEST            -14.51%      (quarter ended September 30, 2002)






                                       2

The Investment Company of America / Prospectus


<PAGE>



Unlike the bar chart on the previous page, the Investment Results table below
reflects, as required by Securities and Exchange Commission rules, the fund's
investment results with the following maximum initial sales charge imposed:

 . Class A share results reflect the maximum initial sales charge of 5.75%. This
   charge is reduced for purchases of $25,000 or more and eliminated for
   purchases of $1 million or more.

 . Class R shares are sold without any initial sales charge.

Results would be higher if calculated without a sales charge.

Unlike the Investment Results table below, the Additional Investment Results
table on page 7 reflects the fund's results calculated without a sales charge.


 INVESTMENT RESULTS (WITH A MAXIMUM SALES CHARGE)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                  1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- --------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34     9.28%    6.73%    9.82%       12.82%
- --------------------------------------------------------------------------




                                  1 YEAR   LIFETIME/1/
- -------------------------------------------------------

 CLASS R-1 -- FIRST SOLD 6/6/02   14.96%      8.72%
- -------------------------------------------------------
 CLASS R-2 -- FIRST SOLD 5/21/02  14.99       7.85
- -------------------------------------------------------
 CLASS R-3 -- FIRST SOLD 6/4/02   15.54       8.93
- -------------------------------------------------------
 CLASS R-4 -- FIRST SOLD 5/28/02  15.90       8.70
- -------------------------------------------------------
 CLASS R-5 -- FIRST SOLD 5/15/02  16.22       8.84
- -------------------------------------------------------




                                   1 YEAR   5 YEARS   10 YEARS    LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES
 S&P 500/3/                        15.78%    6.19%      8.42%       11.33%
 Lipper Growth and Income Funds    15.57     7.59       8.01          N/A
  Index/4/
Class A annualized 30-day yield at December 31, 2006: 2.04%/5/
(For current yield information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.

/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.
/5/  Reflects a fee waiver (2.02% without the waiver) as described in the Annual
     Fund Operating Expenses table under "Fees and expenses of the fund."


                                       3

                                 The Investment Company of America / Prospectus

<PAGE>

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.



 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                               CLASS A    ALL R SHARE CLASSES
- ------------------------------------------------------------------------------

 Maximum initial sales charge on purchases      5.75%/*/         none
 (as a percentage of offering price)
- ------------------------------------------------------------------------------
 Maximum sales charge on reinvested dividends    none            none
- ------------------------------------------------------------------------------
 Maximum contingent deferred sales charge        none            none
- ------------------------------------------------------------------------------
 Redemption or exchange fees                     none            none



* The initial sales charge is reduced for purchases of $25,000 or more and
  eliminated for purchases of $1 million or more.


 ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
                                            CLASS  CLASS  CLASS  CLASS   CLASS
                                   CLASS A   R-1    R-2    R-3    R-4     R-5
- -------------------------------------------------------------------------------

 Management fees/1/                 0.24%   0.24%  0.24%  0.24%  0.24%   0.24%
- -------------------------------------------------------------------------------
 Distribution and/or service        0.23    1.00   0.75   0.50   0.25    none
 (12b-1) fees/2/
- -------------------------------------------------------------------------------
 Other expenses                     0.10    0.18   0.51   0.20   0.16    0.11
- -------------------------------------------------------------------------------
 Total annual fund operating        0.57    1.42   1.50   0.94   0.65    0.35
 expenses/1/
- -------------------------------------------------------------------------------



/1/  The fund's investment adviser is currently waiving 10% of its management fee.
     The waiver may be discontinued at any time in consultation with the fund's
     board, but it is expected to continue at this level until further review. The
     fund's investment adviser and board intend to review the waiver as
     circumstances warrant. In addition, the investment adviser paid a portion of
     the fund's transfer agent fees for certain R share classes. Management fees and
     total expenses do not reflect any waiver or reimbursement. Information
     regarding the effect of any waiver/reimbursement on total annual fund operating
     expenses can be found in the Financial Highlights table in this prospectus and
     in the fund's annual report.

/2/  Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .25%, 1.00%, 1.00%,
     .75% and .50%, respectively, of the class' average net assets annually.


                                       4

The Investment Company of America / Prospectus


<PAGE>

OTHER EXPENSES

The "Other expenses" items in the table above include custodial, legal, transfer
agent and subtransfer agent/recordkeeping payments, as well as various other
expenses. Subtransfer agent/recordkeeping payments may be made to the fund's
investment adviser, affiliates of the adviser and unaffiliated third parties for
providing recordkeeping and other administrative services to retirement plans
invested in the fund in lieu of the transfer agent providing such services. The
amount paid for subtransfer agent/recordkeeping services will vary depending on
the share class selected and the entity receiving the payments. The table below
shows the maximum payments to entities providing services to retirement plans.


                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
- -------------------------------------------------------------------------------

 Class A            .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
- -------------------------------------------------------------------------------
 Class R-1           .10% of assets                     .10% of assets
- -------------------------------------------------------------------------------
 Class R-2     .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                      of assets/3/
- -------------------------------------------------------------------------------
 Class R-3     .10% of assets plus $12 per              .15% of assets
             participant position/2/ or .19%
                      of assets/3/
 Class R-4           .10% of assets                     .10% of assets
- -------------------------------------------------------------------------------
 Class R-5           .05% of assets                     .05% of assets
- -------------------------------------------------------------------------------




/1/  Payment amount depends on the date upon which services commenced.

/2/  Payment with respect to Recordkeeper Direct/(R)/ program.
/3/  Payment with respect to PlanPremier/(R)/ program.

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any fee waivers
or expense reimbursements.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:


                                1 YEAR  3 YEARS  5 YEARS   10 YEARS
- --------------------------------------------------------------------

 Class A*                        $630    $747     $875      $1,248
- --------------------------------------------------------------------
 Class R-1                        145     449      776       1,702
- --------------------------------------------------------------------
 Class R-2                        153     474      818       1,791
- --------------------------------------------------------------------
 Class R-3                         96     300      520       1,155
- --------------------------------------------------------------------
 Class R-4                         66     208      362         810
- --------------------------------------------------------------------
 Class R-5                         36     113      197         443
- --------------------------------------------------------------------



* Reflects the maximum initial sales charge in the first year.


                                       5

                                 The Investment Company of America / Prospectus

<PAGE>

Investment objectives, strategies and risks

The fund's investment objectives are to achieve long-term growth of capital and
income. The fund strives to accomplish these objectives through extensive U.S.
and global research, careful selection and broad diversification. In the
selection of securities for investment, potential for capital appreciation and
future dividends are given more weight than current yield. The fund invests
primarily in common stocks. The fund's investments are limited to securities of
companies that are included on its eligible list, which consists of securities
deemed suitable by the fund's investment adviser in light of the fund's
investment objectives and policies. Securities are added to, or deleted from,
the eligible list by the board of directors, after reviewing and acting upon the
recommendations of the investment adviser.

The prices of, and the income generated by, securities held by the fund may
decline in response to certain events, including those directly involving the
companies whose securities are owned by the fund; conditions affecting the
general economy; overall market changes; local, regional or global political,
social or economic instability; and currency, interest rate and commodity price
fluctuations.

The fund may invest up to 15% of its assets, at the time of purchase, in
securities of issuers domiciled outside the United States and not included in
Standard & Poor's 500 Composite Index. Investments in securities issued by
entities based outside the United States may be subject to the risks described
above to a greater extent and may also be affected by currency fluctuation and
controls; different accounting, auditing, financial reporting and legal
standards and practices in some countries; 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.

The fund may also 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. 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.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average 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.


                                       6

The Investment Company of America / Prospectus


<PAGE>

Securities may be sold when the investment adviser believes that they no longer
represent relatively attractive investment opportunities.

OTHER IMPORTANT INVESTMENT PRACTICES

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in this prospectus and in the
statement of additional information.

ADDITIONAL INVESTMENT RESULTS

Unlike the Investment Results table on page 3, the table below reflects the
fund's results calculated without a sales charge.

 ADDITIONAL INVESTMENT RESULTS (WITHOUT A SALES CHARGE)
 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2006
                                  1 YEAR  5 YEARS  10 YEARS   LIFETIME/1/
- --------------------------------------------------------------------------

 CLASS A -- FIRST SOLD 1/1/34     15.94%   8.00%    10.47%      12.91%




                                  1 YEAR   LIFETIME/1/
- -------------------------------------------------------

 CLASS R-1 -- FIRST SOLD 6/6/02   14.96%      8.72%
- -------------------------------------------------------
 CLASS R-2 -- FIRST SOLD 5/21/02  14.99       7.85
- -------------------------------------------------------
 CLASS R-3 -- FIRST SOLD 6/4/02   15.54       8.93
- -------------------------------------------------------
 CLASS R-4 -- FIRST SOLD 5/28/02  15.90       8.70
- -------------------------------------------------------
 CLASS R-5 -- FIRST SOLD 5/15/02  16.22       8.84




                            1 YEAR     5 YEARS     10 YEARS      LIFETIME/2/
- -------------------------------------------------------------------------------

 INDEXES
 S&P 500/3/                 15.78%      6.19%        8.42%         11.33%
 Lipper Growth and Income   15.57       7.59         8.01            N/A
  Funds Index/4/
Class A distribution rate at December 31, 2006: 2.08%/5/
(For current distribution rate information, please call American FundsLine at 800/325-3590.)




/1/  Lifetime results for each share class are measured from the date the share
     class was first sold.

/2/  Lifetime results for the index(es) shown are measured from the date Class A
     shares were first sold. The composition of each index may vary over time.

/3/  Standard & Poor's 500 Composite Index is a market capitalization-weighted
     index based on the average weighted performance of 500 widely held common
     stocks. This index is unmanaged and includes reinvested dividends and/or
     distributions, but does not reflect sales charges, commissions, expenses or
     taxes.
/4/  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, but do
     not reflect sales charges or taxes. This index was not in existence as of the
     date the fund became available; therefore, lifetime results are not shown.
/5/  The distribution rate is based on actual distributions paid to shareholders
     over a 12-month period. Capital gain distributions, if any, are added back to
     the net asset value to determine the rate.


                                       7

                                 The Investment Company of America / Prospectus

<PAGE>


INDUSTRY SECTOR DIVERSIFICATION AS OF DECEMBER 31, 2006 (percent of net assets)

[begin pie chart]

Information technology                                       13.83%
Financials                                                   12.27%
Industrials                                                   9.71%
Consumer staples                                              9.39%
Health care                                                   8.88%
Convertible securities                                        0.48%
Other industries                                             30.24%
Short-term securities & other assets less liabilities        15.20%

[end pie chart]




Because the fund is actively managed, its holdings will change over time.

For updated information on the fund's portfolio holdings, please visit us at
americanfunds.com.


                                       8

The Investment Company of America / Prospectus


<PAGE>

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 135 South State
College Boulevard, Brea, California 92821. Capital Research and Management
Company manages the investment portfolio and business affairs of the fund. The
total management fee 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 directors is contained in the fund's semi-annual report to shareholders
for the fiscal period ended June 30, 2006.

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. The investment adviser strives to obtain best execution
for the fund's portfolio transactions, taking into account a variety of factors
to produce the most favorable total price reasonably attainable under the
circumstances. These factors include the size and type of transaction, the cost
and quality of executions, and the broker-dealer's ability to offer liquidity
and anonymity. For example, with respect to equity transactions, the fund does
not consider the investment adviser as having an obligation to obtain the lowest
available commission rate to the exclusion of price, service and qualitative
considerations. Subject to the considerations outlined above, 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 who have provided investment research and/or brokerage services to the
investment adviser. In placing orders for the fund's portfolio transactions, the
investment adviser does not commit to any specific amount of business with any
particular broker-dealer. 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. However, when the
investment adviser places orders for the fund's portfolio transactions, it does
not give any consideration to whether a broker-dealer has sold shares of the
funds managed by the investment adviser.


                                       9

                                 The Investment Company of America / Prospectus

<PAGE>

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the lower
portion of the fund's details page on the website. A list of the fund's top 10
equity holdings, updated as of each month-end, is generally posted to this page
within 14 days after the end of the applicable month. 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. Both lists remain available on the website until
new information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the 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.

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. Counselors
decide how their respective segments will be invested. In addition, Capital
Research and Management Company's investment analysts may make investment
decisions with respect to a portion of a fund's portfolio. Investment decisions
are subject to a fund's objective(s), policies and restrictions and the
oversight of the appropriate investment-related committees of Capital Research
and Management Company.

The primary individual portfolio counselors for The Investment Company of
America are:

                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 R. MICHAEL SHANAHAN          16 years        Chairman Emeritus,         Serves as an equity
 Vice Chairman of the     (plus 7 years of    Capital Research and       portfolio counselor
 Board                    prior experience    Management Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 42 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------





                                       10

The Investment Company of America / Prospectus


<PAGE>


                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 JAMES B. LOVELACE            15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 3 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 25 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 DONALD D. O'NEAL             15 years        Senior Vice President      Serves as an equity
 Senior Vice President    (plus 4 years of    and Director, Capital      portfolio counselor
 and Director             prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 22 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 JOYCE E. GORDON              6 years         Senior Vice President      Serves as an equity
 Senior Vice President   (plus 12 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 27 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------
 J. DALE HARVEY                1 year         Vice President, Capital    Serves as an equity
 Vice President                               Research and Management    portfolio counselor
                                              Company

                                              Investment professional
                                              for 18 years in total;
                                              16 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------




                                       11

                                 The Investment Company of America / Prospectus

<PAGE>


                                              PRIMARY TITLE WITH         PORTFOLIO
                             PORTFOLIO        INVESTMENT ADVISER         COUNSELOR'S
 PORTFOLIO COUNSELOR/        COUNSELOR        (OR AFFILIATE)             ROLE IN
 FUND TITLE                  EXPERIENCE       AND INVESTMENT             MANAGEMENT
 (IF APPLICABLE)            IN THIS FUND      EXPERIENCE                 OF THE FUND
- -----------------------------------------------------------------------------------------------

 JAMES E. DRASDO              20 years        Senior Vice President      Serves as an equity
                          (plus 9 years of    and Director, Capital      portfolio counselor
                          prior experience    Research and Management
                               as an          Company
                         investment analyst
                           for the fund)      Investment professional
                                              for 35 years in total;
                                              30 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 DARCY B. KOPCHO               1 year         Senior Vice President      Serves as an equity
                                              and Director, Capital      portfolio counselor
                                              Research and Management
                                              Company

                                              Investment professional
                                              for 27 years in total;
                                              19 years with Capital
                                              Research and Management
                                              Company or affiliate
- -----------------------------------------------------------------------------------------------
 C. ROSS SAPPENFIELD          7 years         Vice President, Capital    Serves as an equity
                          (plus 6 years of    Research and Management    portfolio counselor
                          prior experience    Company
                               as an
                         investment analyst   Investment professional
                           for the fund)      for 15 years, all with
                                              Capital Research and
                                              Management Company or
                                              affiliate
- -----------------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage can be found in the
statement of additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.
PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR PLAN RECORDKEEPER FOR
MORE INFORMATION.


                                       12

The Investment Company of America / Prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO
OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON
YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT
PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

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

Class A shares are generally not available for retirement plans using the
PlanPremier or Recordkeeper Direct recordkeeping programs.

Class R shares generally are available only to 401(k) plans, 457 plans,
employer-sponsored 403(b) plans, profit-sharing and money purchase pension
plans, defined benefit plans and nonqualified deferred compensation plans. Class
R shares also are generally available only to retirement plans where plan level
or omnibus accounts are held on the books of the fund. Class R-5 shares
generally are available only to retirement plans with $1 million or more in plan
assets. In addition, Class R-5 shares are available for investment by American
Funds Target Date Retirement Series/SM/. Class R shares generally are not
available to retail nonretirement accounts, traditional and Roth Individual
Retirement Accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs,
SIMPLE IRAs, individual 403(b) plans and 529 college savings plans.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds money market funds purchased without a sales charge
generally will be subject to the appropriate sales charge.

FREQUENT TRADING OF FUND SHARES

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


                                       13

                                 The Investment Company of America / Prospectus

<PAGE>

activity, that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund may be rejected.

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of directors has adopted certain policies
and procedures with respect to frequent purchases and redemptions of fund
shares. Under the fund's "purchase blocking policy," any shareholder redeeming
shares (including redemptions that are part of an exchange transaction) having a
value of $5,000 or more from the fund will be precluded from investing in the
fund (including investments that are part of an exchange transaction) for 30
calendar days after the redemption transaction. This prohibition will not apply
to redemptions by shareholders whose shares are held on the books of third-party
intermediaries (such as investment dealers holding shareholder accounts in
street name, retirement plan recordkeepers, insurance company separate accounts
and bank trust companies) that have not adopted procedures to implement this
policy. American Funds Service Company will work with intermediaries to develop
such procedures or other procedures that American Funds Service Company
determines are reasonably designed to achieve the objective of the purchase
blocking policy. At the time the intermediaries adopt these procedures,
shareholders whose accounts are on the books of such intermediaries will be
subject to this purchase blocking policy or another frequent trading policy that
is reasonably designed to achieve the objective of the purchase blocking policy.
You should refer to disclosures provided by the intermediaries with which you
have an account to determine the specific trading restrictions that apply to
you. There is no guarantee that all instances of frequent trading in fund shares
will be prevented.

Under the fund's purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as:
systematic redemptions and purchases where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement Series;
retirement plan contributions, loans and distributions (including hardship
withdrawals) identified as such on the retirement plan recordkeeper's system;
and purchase transactions involving transfers of assets, rollovers, Roth IRA
conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.

NOTWITHSTANDING THE FUND'S PURCHASE BLOCKING POLICY, ALL TRANSACTIONS IN FUND
SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS DISTRIBUTORS' RIGHT TO
RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY (INCLUDING THE TYPES OF
TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED OR TRIGGER A PURCHASE
BLOCK UNDER THE POLICY). SEE THE STATEMENT OF ADDITIONAL INFORMATION FOR MORE
INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE COMPANY MAY ADDRESS OTHER
POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN FUNDS.


                                       14

The Investment Company of America / Prospectus


<PAGE>

SALES

Please contact your plan administrator or recordkeeper in order to sell shares
from your retirement plan.

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds within 90 days after the date of the
redemption or distribution. Proceeds will be reinvested in the same share class
from which the original redemption or distribution was made. Redemption proceeds
of Class A shares representing direct purchases in American Funds money market
funds that are reinvested in non-money market American Funds will be subject to
a sales charge. Proceeds will be reinvested at the next calculated net asset
value after your request is received and accepted by American Funds Service
Company. You may not reinvest proceeds in the American Funds as described in
this paragraph if such proceeds are subject to a purchase block as described
under "Frequent trading of fund shares." This paragraph does not apply to
rollover investments as described under "Rollovers from retirement plans to
IRAs."

VALUING SHARES

The net asset value of each share class 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 4:00 p.m. New York time, the
normal close of regular 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 value of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives and accepts your
request.


                                       15

                                 The Investment Company of America / Prospectus

<PAGE>

Sales charges

CLASS A SHARES

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



                                                                  SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
- ------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
- ------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
- ------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
- ------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
- ------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
- ------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
- ------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
- ------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
- ------------------------------------------------------------------------------



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

CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES

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

.. investments made by accounts that are part of certain qualified fee-based
  programs and that purchased Class A shares before the discontinuation of your
  investment dealer's load-waived A share program with the American Funds; and


.. certain rollover investments from retirement plans to IRAs (see "Rollovers
  from retirement plans to IRAs" below for more information).


                                       16

The Investment Company of America / Prospectus


<PAGE>

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

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds, and employees of The Capital Group Companies.
Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

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

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge on or before March 31, 2004, and that continue to meet the
 eligibility requirements in effect as of that date for purchasing Class A
 shares at net asset value, may continue to purchase Class A shares without any
 initial or contingent deferred sales charge.

CLASS R SHARES

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


                                       17

                                 The Investment Company of America / Prospectus

<PAGE>

Sales charge reductions

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds.

IN ADDITION TO THE INFORMATION BELOW, YOU MAY OBTAIN MORE INFORMATION ABOUT
SALES CHARGE REDUCTIONS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS
WEBSITE AT AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR
FROM YOUR FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, two or more
retirement plans of an employer or employer's affiliates may combine all of
their American Funds investments to reduce their Class A sales charge. However,
for this purpose, investments representing direct purchases of American Funds
money market funds are excluded. Following are different ways that you may
qualify for a reduced Class A sales charge:

 CONCURRENT PURCHASES

 Simultaneous purchases of any class of shares of two or more American Funds may
 be combined to qualify for a reduced Class A sales charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds to determine the initial sales charge you pay on each purchase
 of Class A shares. 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 or (b) the amount you invested
 (excluding capital appreciation) less any withdrawals. Please see the statement
 of additional information for details. You should retain any records necessary
 to substantiate the historical amounts you have invested. The current value of
 existing investments in an American Legacy/(R)/ Retirement Investment Plan may
 also be taken into account to determine your Class A sales charge.

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention. A statement of intention allows you to combine all purchases of all
 share classes of American Funds non-money market funds you intend to make over
 a 13-month period to determine the applicable sales charge; however, purchases
 made under a right of


                                       18

The Investment Company of America / Prospectus


<PAGE>

 reinvestment, appreciation of your holdings, and reinvested dividends and
 capital gains do not count as purchases made during the statement period. The
 market value of your existing holdings eligible to be aggregated as of the day
 immediately before the start of the statement period may be credited toward
 satisfying the statement. A portion of your account may be held in escrow to
 cover additional Class A sales charges that may be due if your total purchases
 over the statement period do not qualify you for the applicable sales charge
 reduction. Employer-sponsored retirement plans may be restricted from
 establishing statements of intention. See "Sales charges" above for more
 information.

RIGHT OF REINVESTMENT

Please see the "Sales" section of "Purchase, exchange and sale of shares" above
for information on how to reinvest proceeds from a redemption, dividend payment
or capital gain distribution without a sales charge.

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover. More information on Class B, C and F shares can be
found in the fund's prospectus for nonretirement plan shareholders. Rollovers
invested in Class A shares from retirement plans will be subject to applicable
sales charges. The following rollovers to Class A shares will be made without a
sales charge:

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

.. rollovers to IRAs that are attributable to American Funds investments, if they
  meet the following requirements:

  -- the assets being rolled over were invested in American Funds at the time of
     distribution; and

  -- the rolled over assets are contributed to an American Funds IRA with Capital
     Bank and Trust Company as custodian.

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


                                       19

                                 The Investment Company of America / Prospectus

<PAGE>

Plans of distribution

The fund has plans of distribution or "12b-1 plans" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. The plans
provide for payments, based on annualized percentages of average daily net
assets, of up to .25% for Class A shares, up to 1.00% for Class R-1 and R-2
shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For
all share classes, up to .25% of these expenses may be used to pay service fees
to qualified dealers for providing certain shareholder services. The amount
remaining for each share class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets, for the
previous fiscal year are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund." Since these fees are paid out of the
fund's assets or income on an ongoing basis, over time they will increase the
cost and reduce the return of your investment.

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 75 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2006, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the assets of the American Funds. Aggregate
payments may also change from year to year. A number of factors will be
considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 75
firms to facilitate educating financial advisers and shareholders about the
American Funds.


                                       20

The Investment Company of America / Prospectus


<PAGE>

Distributions and taxes

DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to shareholders, 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.

All dividends and capital gain distributions paid to retirement plan
shareholders will be automatically reinvested.

TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not taxable currently.

TAXES ON TRANSACTIONS

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

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       21

                                 The Investment Company of America / Prospectus
<PAGE>

Financial highlights/1/

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 of a particular class. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the fund (assuming reinvestment of all dividends and capital gain
distributions). The figures under "Ratio of expenses to average net assets after
reimbursements/waivers" reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/waivers, see the Annual Fund Operating
Expenses table under "Fees and expenses of the fund" in this prospectus and the
fund's annual report. The information below has been audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the statement of additional information, which is
available upon request.


                                                 INCOME (LOSS) FROM INVESTMENT OPERATIONS/2/

                                                                  Net gains
                                                                 (losses) on
                                                                  securities
                                      Net asset                     (both           Total
                                       value,         Net          realized         from
                                      beginning   investment         and         investment
                                      of period     income       unrealized)     operations
- -----------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                  $31.36        $.72          $ 4.23          $ 4.95
Year ended 12/31/2005                   30.75         .64            1.46            2.10
Year ended 12/31/2004                   28.84         .60            2.19            2.79
Year ended 12/31/2003                   23.48         .54            5.55            6.09
Year ended 12/31/2002                   28.53         .49           (4.56)          (4.07)
- -----------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                   31.25         .44            4.22            4.66
Year ended 12/31/2005                   30.67         .38            1.44            1.82
Year ended 12/31/2004                   28.77         .36            2.17            2.53
Year ended 12/31/2003                   23.46         .31            5.54            5.85
Period from 6/6/2002 to 12/31/2002      27.27         .20           (3.36)          (3.16)
- -----------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                  31.26         .43            4.23            4.66
 Year ended 12/31/2005                  30.67         .37            1.45            1.82
 Year ended 12/31/2004                  28.77         .37            2.17            2.54
 Year ended 12/31/2003                  23.46         .31            5.54            5.85
 Period from 5/21/2002 to 12/31/2002    28.23         .23           (4.34)          (4.11)
- -----------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                 $31.30        $.59          $ 4.24          $ 4.83
 Year ended 12/31/2005                  30.71         .52            1.45            1.97
 Year ended 12/31/2004                  28.80         .50            2.17            2.67
 Year ended 12/31/2003                  23.47         .41            5.55            5.96
 Period from 6/4/2002 to 12/31/2002     27.58         .27           (3.69)          (3.42)
- -----------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                  31.32         .69            4.24            4.93
 Year ended 12/31/2005                  30.72         .62            1.45            2.07
 Year ended 12/31/2004                  28.82         .60            2.16            2.76
 Year ended 12/31/2003                  23.47         .51            5.55            6.06
 Period from 5/28/2002 to 12/31/2002    28.22         .32           (4.33)          (4.01)
- -----------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                  31.35         .79            4.24            5.03
 Year ended 12/31/2005                  30.75         .70            1.46            2.16
 Year ended 12/31/2004                  28.84         .67            2.18            2.85
 Year ended 12/31/2003                  23.48         .56            5.59            6.15
 Period from 5/15/2002 to 12/31/2002    28.37         .39           (4.50)          (4.11)






                                       22

The Investment Company of America / Prospectus


<PAGE>


                                            DIVIDENDS AND DISTRIBUTIONS




                                      Dividends   Distributions      Total      Net asset
                                      (from net       (from        dividends     value,
                                      investment     capital          and        end of      Total
                                       income)       gains)      distributions   period    return/3/
- ------------------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                   $(.74)       $(2.06)        $(2.80)      $33.51      15.94%
Year ended 12/31/2005                    (.68)         (.81)         (1.49)       31.36       6.87
Year ended 12/31/2004                    (.52)         (.36)          (.88)       30.75       9.78
Year ended 12/31/2003                    (.52)         (.21)          (.73)       28.84      26.30
Year ended 12/31/2002                    (.52)         (.46)          (.98)       23.48     (14.47)
- ------------------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                    (.46)        (2.06)         (2.52)       33.39      14.96
Year ended 12/31/2005                    (.43)         (.81)         (1.24)       31.25       5.93
Year ended 12/31/2004                    (.27)         (.36)          (.63)       30.67       8.84
Year ended 12/31/2003                    (.33)         (.21)          (.54)       28.77      25.18
Period from 6/6/2002 to 12/31/2002       (.30)         (.35)          (.65)       23.46     (11.68)
- ------------------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                   (.46)        (2.06)         (2.52)       33.40      14.99
 Year ended 12/31/2005                   (.42)         (.81)         (1.23)       31.26       5.95
 Year ended 12/31/2004                   (.28)         (.36)          (.64)       30.67       8.88
 Year ended 12/31/2003                   (.33)         (.21)          (.54)       28.77      25.18
 Period from 5/21/2002 to 12/31/2002     (.31)         (.35)          (.66)       23.46     (14.64)
- ------------------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                  $(.62)       $(2.06)        $(2.68)      $33.45      15.54%
 Year ended 12/31/2005                   (.57)         (.81)         (1.38)       31.30       6.43
 Year ended 12/31/2004                   (.40)         (.36)          (.76)       30.71       9.34
 Year ended 12/31/2003                   (.42)         (.21)          (.63)       28.80      25.70
 Period from 6/4/2002 to 12/31/2002      (.34)         (.35)          (.69)       23.47     (12.49)
- ------------------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                   (.71)        (2.06)         (2.77)       33.48      15.90
 Year ended 12/31/2005                   (.66)         (.81)          1.47)       31.32       6.77
 Year ended 12/31/2004                   (.50)         (.36)          (.86)       30.72       9.67
 Year ended 12/31/2003                   (.50)         (.21)          (.71)       28.82      26.19
 Period from 5/28/2002 to 12/31/2002     (.39)         (.35)          (.74)       23.47     (14.31)
- ------------------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                   (.81)        (2.06)         (2.87)       33.51      16.22
 Year ended 12/31/2005                   (.75)         (.81)         (1.56)       31.35       7.06
 Year ended 12/31/2004                   (.58)         (.36)          (.94)       30.75      10.02
 Year ended 12/31/2003                   (.58)         (.21)          (.79)       28.84      26.58
 Period from 5/15/2002 to 12/31/2002     (.43)         (.35)          (.78)       23.48     (14.59)


                                                      Ratio of     Ratio of
                                                      expenses     expenses
                                                     to average   to average      Ratio
                                           Net       net assets   net assets     of net
                                         assets,       before        after      income to
                                         end of         reim-        reim-       average
                                         period      bursements/  bursements/      net
                                      (in millions)    waivers    waivers/4/     assets
- ------------------------------------------------------------------------------------------

CLASS A:
Year ended 12/31/2006                    $74,181        .57%         .54%        2.16%
Year ended 12/31/2005                     66,959        .57          .55         2.06
Year ended 12/31/2004                     64,880        .57          .57         2.06
Year ended 12/31/2003                     58,353        .59          .59         2.14
Year ended 12/31/2002                     46,129        .59          .59         1.89
- ------------------------------------------------------------------------------------------
CLASS R-1:
Year ended 12/31/2006                         49       1.42         1.39         1.31
Year ended 12/31/2005                         29       1.42         1.40         1.22
Year ended 12/31/2004                         23       1.47         1.46         1.21
Year ended 12/31/2003                         14       1.51         1.47         1.18
Period from 6/6/2002 to 12/31/2002             1       2.43/5/      1.47/5/      1.49/5/
- ------------------------------------------------------------------------------------------
CLASS R-2:
 Year ended 12/31/2006                       625       1.50         1.39         1.31
 Year ended 12/31/2005                       479       1.57         1.40         1.21
 Year ended 12/31/2004                       361       1.63         1.42         1.27
 Year ended 12/31/2003                       188       1.76         1.43         1.21
 Period from 5/21/2002 to 12/31/2002          24       1.57/5/      1.43/5/      1.61/5/
- ------------------------------------------------------------------------------------------
CLASS R-3:
 Year ended 12/31/2006                   $   909        .94%         .92%        1.78%
 Year ended 12/31/2005                       666        .95          .93         1.68
 Year ended 12/31/2004                       493        .99          .98         1.72
 Year ended 12/31/2003                       231       1.06         1.05         1.60
 Period from 6/4/2002 to 12/31/2002           24       1.11/5/      1.05/5/      2.00/5/
- ------------------------------------------------------------------------------------------
CLASS R-4:
 Year ended 12/31/2006                       323        .65          .62         2.07
 Year ended 12/31/2005                       236        .65          .63         1.99
 Year ended 12/31/2004                       119        .67          .66         2.05
 Year ended 12/31/2003                        40        .68          .68         2.00
 Period from 5/28/2002 to 12/31/2002           9        .73/5/       .69/5/      2.25/5/
- ------------------------------------------------------------------------------------------
CLASS R-5:
 Year ended 12/31/2006                     1,980        .35          .33         2.37
 Year ended 12/31/2005                     1,562        .36          .34         2.28
 Year ended 12/31/2004                     1,408        .36          .35         2.28
 Year ended 12/31/2003                     1,201        .36          .36         2.11
 Period from 5/15/2002 to 12/31/2002          48        .37/5/       .37/5/      2.56/5/





                                          YEAR ENDED DECEMBER 31
                           2006        2005        2004        2003         2002
- ------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
 RATE FOR ALL CLASSES      20%         19%         19%         24%          27%
 OF SHARES




/1/  Based on operations for the periods shown (unless otherwise noted) and,
     accordingly, may not be representative of a full year.

/2/  Based on average shares outstanding.
/3/  Total returns exclude all sales charges.

/4/  The ratios in this column reflect the impact, if any, of certain
     reimbursements/waivers from Capital Research and Management Company. During
     some of the periods shown, Capital Research and Management Company reduced fees
     for investment advisory services for all share classes. In addition, during the
     start-up period for the retirement plan share classes (except Class R-5),
     Capital Research and Management Company agreed to pay a portion of the fees
     related to transfer agent services.

/5/  Annualized.



                                       23

                                 The Investment Company of America / Prospectus

<PAGE>

NOTES


                                       24

The Investment Company of America / Prospectus


<PAGE>

NOTES


                                       25

                                 The Investment Company of America / Prospectus

<PAGE>

NOTES


                                       26

The Investment Company of America / Prospectus


<PAGE>

NOTES


                                       27

                                 The Investment Company of America / Prospectus

<PAGE>



[logo - American Funds(R)]                   The right choice for the long term/(R)/





 FOR SHAREHOLDER SERVICES           American Funds Service Company
                                    800/421-0180
 FOR RETIREMENT PLAN SERVICES       Call your employer or plan administrator
 FOR DEALER SERVICES                American Funds Distributors
                                    800/421-9900
                                    americanfunds.com
 FOR 24-HOUR INFORMATION            For Class R share information, visit
                                    AmericanFundsRetirement.com


 Telephone calls you have with the American Funds organization may be monitored
 or recorded for quality assurance, verification and/or recordkeeping purposes.
 By speaking with us on the telephone, you are giving your consent to such
 monitoring and recording.
- -----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity as to the meaning of any word or
phrase in a translation, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the 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 on all aspects
of 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 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, DC
(202/551-8090) or 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,
DC 20549. The current SAI and shareholder reports are also available, free of
charge, on americanfunds.com.

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.

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
800/421-0180 or write to the secretary of the fund at 333 South Hope Street, Los
Angeles, California 90071.


[logo - recycle bug]
Printed on recycled paper







RPGEPR-904-0307P Litho in USA CGD/RRD/8036     Investment Company File No. 811-00116
- -------------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds        Capital Research and Management        Capital International
        Capital Guardian        Capital Bank and Trust


 
 
 
 
 
 
 
 
 
 
 
 

The Investment Company of America

Part C
Other Information

Item 23. Exhibits for Registration Statement (1940 Act No. 002-10811 and 1933 Act No. 811-00116)

(a)
Certificate of Incorporation - previously filed (see Post-Effective Amendment No. 108 filed 5/17/02)

(b)
By-laws - By-laws as amended 2/22/06

(c)
Instruments Defining Rights of Security Holders - Form of share certificate - previously filed (see P/E Amendment No. 106 filed 3/13/01)

(d)
Investment Advisory Contracts - Amended Investment Advisory and Service Agreement dated 2/16/05 - previously filed (see P/E Amendment No. 111 filed 2/25/05)

(e)
Underwriting Contracts - Form of Amended and Restated Principal Underwriting Agreement and Selling Group Agreements - previously filed (see P/E Amendment No. 107 filed 2/15/02 and P/E Amendment No. 108 filed 5/14/02); Form of Institutional Selling Group Agreement - previously filed (see P/E Amendment No. 111 filed 2/25/05); Form of Amendment to Selling Group Agreement effective 11/1/06; and Form of Amendment to Selling Group Agreement effective 2/1/07

(f)
Bonus or Profit Sharing Contracts - Deferred Compensation Plan amended 1/1/05

(g)
Custodian Agreements - Form of Global Custody Agreement - dated 12/21/06

(h-1)
Other Material Contracts - Form of Amended and Restated Administrative Services Agreement dated 10/1/05 - previously filed (see P/E Amendment No. 112 filed 2/28/06); Amended Shareholder Services Agreement as of 4/1/03 - previously filed (see P/E Amendment No. 110 filed on 2/26/04); and Form of Indemnification Agreement dated 7/1/04 - previously filed (see P/E Amendment No. 111 filed 2/25/05)

(h-2)
Form of Amendment to Shareholder Services Agreement dated 11/1/06

(i)
Legal Opinion - Legal Opinion - previously filed (see P/E Amendment No. 108 filed 5/17/02)

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

(k) Omitted Financial Statements - None

(l) Initial Capital Agreements - None

(m)
Rule 12b-1 - Forms of Plans of Distribution - Class A Plan of Distribution - previously filed (see P/E Amendment No. 101 filed 2/27/97); Class 529-A - previously filed (see P/E Amendment No. 107 filed 2/14/02; Forms of Amended Plans of Distribution for Classes B, C, F, 529-B, 529-C, 529-E, 529-F and R-1, R-2, R-3 and R-4 dated 10/1/05 - previously filed (see P/E Amendment No. 112 filed 2/28/06)

(n) Rule 18f-3 - Form of Amended and Restated Multiple Class Plan - previously filed (see P/E Amendment No. 108 filed 5/17/02)

(o) Reserved

(p)
Code of Ethics - Code of Ethics for The Capital Group Companies dated December 2006; and Code of Ethics for Registrant dated December 2005


Item 24. Persons Controlled by or Under Common Control with the Fund

None


Item 25. Indemnification

The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and directors 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.

The following are certain provisions of the Delaware Corporation Law applicable to the Registrant:

Subsection (a) of Section 145 of the Delaware Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court of equity or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that the scope of indemnification extends to directors, officers, employees or agents of a constituent corporation absorbed in a consolidation or merger and persons serving in that capacity at the request of the constituent corporation for another; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

Registrant's Certificate of Incorporation and Section 38 of the Registrant’s By-Laws as well as the indemnification agreements that the Registrant has entered into with each of its directors 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 directors 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 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 directors, 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 director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 26. Business and Other Connections of the Investment Adviser

None





Item 27. Principal Underwriters

(a) American Funds Distributors, Inc. is also the Principal Underwriter of shares of: AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds Income Series, 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, Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., The Cash Management Trust of America, EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Money Fund of America, U.S. Treasury Money Fund of America and Washington Mutual Investors Fund, Inc.

(b)

 
(1)
Name and Principal
Business Address
(2)
Positions and Offices
with Underwriter
(3)
Positions and Offices
with Registrant
L
E. Grant Abramson
 
Vice President
None
 
David L. Abzug
P.O. Box 2248
Agoura Hills, CA 91376
 
Vice President
None
 
William C. Anderson
7780 Boylston Court
Dublin, OH 43016
 
Regional Vice President
None
 
Robert B. Aprison
2983 Bryn Wood Drive
Madison, WI 53711
 
Senior Vice President
None
 
T. Patrick Bardsley
36 East Woodward Blvd.
Tulsa, OK 74114
 
Regional Vice President
None
 
Shakeel A. Barkat
982 Wayson Way
Davidsonville, MD 21035
 
Vice President
None
 
Steven L. Barnes
7490 Clubhouse Road
Suite 100
Boulder, CO 80301
 
Senior Vice President
None
 
Thomas M. Bartow
20 Cerchio Alto
Henderson, NV 89011
 
Vice President
None
B
Carl R. Bauer
 
Vice President
None
 
Michelle A. Bergeron
4160 Gateswalk Drive
Smyrna, GA 30080
 
Senior Vice President
None
 
J. Walter Best, Jr.
7003 Chadwick Drive, Suite 355
Brentwood, TN 37027
 
Vice President
None
 
John A. Blanchard
576 Somerset Lane
Northfield, IL 60093
 
Senior Vice President
None
 
Randall L. Blanchetti
12809 Huntmaster Lane
Richmond, VA 23233
 
Regional Vice President
None
 
Ian B. Bodell
7003 Chadwick Drive, Suite 355
Brentwood, TN 37027
 
Senior Vice President
None
 
Jonathan W. Botts
2231 Garden View Lane
Weddington, NC 28104
 
Regional Vice President
None
 
Bill Brady
646 Somerset Drive
Indianapolis, IN 46260
 
Regional Vice President
None
 
Mick L. Brethower
510 Cimmaron Hills Trail W.
Georgetown, TX 78628
 
Senior Vice President
None
 
C. Alan Brown
7424 Somerset Avenue
St. Louis, MO 63105
 
Vice President
None
B
William H. Bryan
 
Regional Vice President
None
L
Sheryl M. Burford
 
Assistant Vice President
None
B
J. Peter Burns
 
Vice President
None
 
Steven Calabria
161 Bay Avenue
Huntington Bay, NY 11743
 
Regional Vice President
None
S
Kathleen D. Campbell
 
Assistant Vice President
None
 
Matthew C. Carlisle
100 Oakmont Lane, #409
Belleair, FL 33756
 
Vice President
None
 
Damian F. Carroll
40 Ten Acre Road
New Britain, CT 06052
 
Vice President
None
 
James D. Carter
560 Valley Hill Lane
Knoxville, TN 37922
 
Regional Vice President
None
 
Brian C. Casey
8002 Greentree Road
Bethesda, MD 20817
 
Senior Vice President
None
 
Victor C. Cassato
999 Green Oaks Drive
Greenwood Village, CO 80121
 
Senior Vice President
None
 
Christopher J. Cassin
120 E. Ogden Ave., Suite 106
Hinsdale, IL 60521
 
Senior Vice President
None
L
Denise M. Cassin
 
Director, Senior Vice President
None
L
David D. Charlton
 
Director, Senior Vice President
None
 
Thomas M. Charon
N27 W23960 Paul Road, Suite 204
Pewaukee, WI 53072
 
Regional Vice President
None
L
Wellington Choi
 
Vice President
None
 
Paul A. Cieslik
90 Northington Drive
Avon, CT 06001
 
Regional Vice President
None
L
Kevin G. Clifford
 
 
Director, President and
Co-Chief Executive Officer
None
H
Cheri Coleman
 
Vice President
None
 
Ruth M. Collier
106 Central Park South, #10K
New York, NY 10019
 
Senior Vice President
None
S
David Coolbaugh
 
Vice President
None
 
Carlo O. Cordasco
4036 Ambassador Circle
Williamsburg, VA 23188
 
Regional Vice President
None
B
Josie Cortez
 
Assistant Vice President
None
 
Charles H. Cote
305 Edgeworth Lane
Sewickley, PA 15143
 
Regional Vice President
None
 
Thomas E. Cournoyer
2333 Granada Blvd.
Coral Gables, FL 33134
 
Vice President
None
L
Michael D. Cravotta
 
Assistant Vice President
None
 
Joseph G. Cronin
1281 Fiore Drive
Lake Forest, IL 60045
 
Vice President
None
 
William F. Daugherty
1213 Redwood Hills Circle
Carlisle, PA 17015
 
Vice President
None
 
Peter J. Deavan
1805 Snowden Circle
Rochester Hills, MI 48308
 
Regional Vice President
None
 
Guy E. Decker
2990 Topaz Lane
Carmel, IN 46032
 
Vice President
None
 
Daniel J. Delianedis
Edina Executive Plaza
5200 Willson Road, Suite 150
Edina, MN 55424
 
Senior Vice President
None
L
James W. DeLouise
 
Assistant Vice President
None
 
James A. DePerno, Jr.
1 Nehercrest Lane
Orchard Park, NY 14127
 
Vice President
None
L
Bruce L. DePriester
 
 
 
Director,
Senior Vice President,
Treasurer and Controller
None
 
Lori A. Deuberry
130 Aurora Street
Hudson, OH 44236
 
Regional Vice President
None
L
Dianne M. Dexter
 
Assistant Vice President
None
 
Thomas J. Dickson
108 Wilmington Court
Southlake, TX 76092
 
Vice President
None
 
Michael A. DiLella
22 Turner’s Lake Drive
Mahwah, NJ 07430
 
Senior Vice President
None
N
Dean M. Dolan
 
Vice President
None
L
Hedy B. Donahue
 
Assistant Vice President
None
L
Michael J. Downer
 
Director
None
 
Craig A. Duglin
4170 Vanetta Drive
Studio City, CA 91604
 
Regional Vice President
None
 
Michael J. Dullaghan
5040 Plantation Grove Lane
Roanoke, VA 24012
 
Vice President
None
I
Lloyd G. Edwards
 
Senior Vice President
None
 
Timothy L. Ellis
1700 Lelia Drive, Suite 105
Jackson, MS 39216
 
Senior Vice President
None
 
Kristopher A. Feldmeyer
787 Jackson Road
Greenwood, IN 46142
 
Regional Vice President
None
L
Lorna Fitzgerald
 
Vice President
None
 
William F. Flannery
29 Overlook Road
Hopkinton, MA 01748
 
Regional Vice President
None
 
John R. Fodor
15 Latisquama Road
Southborough, MA 01772
 
Senior Vice President
None
L
Charles L. Freadhoff
 
Vice President
None
 
Daniel B. Frick
845 Western Avenue
Glen Ellyn, IL 60137
 
Vice President
None
L
Linda S. Gardner
 
Vice President
None
 
Keith R. George
3835 East Turtle Hatch Road
Springfield, MO 65809
 
Regional Vice President
None
B
Lori A. Giacomini
 
Assistant Vice President
None
L
J. Christopher Gies
 
Senior Vice President
None
L
David M. Givner
 
Secretary
None
B
Evelyn K. Glassford
 
Vice President
None
 
Jack E. Goldin
3424 Belmont Terrace
Davie, FL 33328
 
Regional Vice President
None
L
Earl C. Gottschalk
 
Vice President
None
 
Jeffrey J. Greiner
8250-A Estates Parkway
Plain City, OH 43064
 
Senior Vice President
None
 
Eric M. Grey
601 Fisher Road
N. Dartmouth, MA 02747
 
Regional Vice President
None
B
Steven Guida
 
Senior Vice President
None
B
Mariellen Hamann
 
Vice President
None
 
Derek S. Hansen
13033 Ridgedale Drive, #147
Minnetonka, MN 55305
 
Vice President
None
 
David E. Harper
5400 Russell Cave Road
Lexington, KY 40511
 
Senior Vice President
None
 
Calvin L. Harrelson, III
2048 Kings Manor Drive
Weddington, NC 28104
 
Vice President
None
 
Robert J. Hartig, Jr.
13563 Marjac Way
McCordsville, IN 46055
 
Vice President
None
L
Linda M. Hines
 
Vice President
None
 
Steven J. Hipsley
44 Tyler Drive
Saratoga Springs, NY 12866
 
Regional Vice President
None
L
Russell K. Holliday
 
Vice President
None
 
Heidi Horwitz
5 Christopher Hill Road
Weston, CT 06883
 
Regional Vice President
None
L
Kevin B. Hughes
 
Vice President
None
 
Ronald R. Hulsey
6202 Llano
Dallas, TX 75214
 
Senior Vice President
None
 
Marc Ialeggio
13 Prince Royal Passage
Corte Madera, CA 94925
 
Regional Vice President
None
 
Robert S. Irish
1225 Vista Del Mar Drive
Delray Beach, FL 33483
 
Senior Vice President
None
I
David K. Jacocks
 
Assistant Vice President
None
L
Linda Johnson
 
Assistant Vice President
None
G1
Joanna F. Jonsson
 
Director
None
B
Damien M. Jordan
 
Senior Vice President
None
L
Marc J. Kaplan
 
Vice President
None
 
John P. Keating
1576 Sandy Springs Dr.
Orange Park, FL 32003
 
Senior Vice President
None
 
Brian G. Kelly
76 Daybreak Road
Southport, CT 06890
 
Regional Vice President
None
 
Andrew J. Kilbride
3080 Tuscany Court
Ann Arbor, MI 48103
 
Regional Vice President
None
N
Dorothy Klock
 
Vice President
None
 
Dianne L. Koske
6 Black Oak Court
Poquoson, VA 23662
 
Assistant Vice President
None
B
Elizabeth K. Koster
 
Vice President
None
 
Christopher F. Lanzafame
19365 Lovall Valley Court
Sonoma, CA 95476
 
Regional Vice President
None
 
Patricia D. Lathrop
822 Monterey Blvd., NE
St. Petersburg, FL 33704
 
Regional Vice President
None
 
R. Andrew LeBlanc
78 Eton Road
Garden City, NY 11530
 
Vice President
None
 
T. Blake Liberty
5506 East Mineral Lane
Littleton, CO 80122
 
Vice President
None
 
Mark J. Lien
1103 Tulip Tree Lane
West Des Moines, IA 50266
 
Vice President
None
L
Lorin E. Liesy
 
Vice President
None
I
Kelle Lindenberg
 
Assistant Vice President
None
 
Louis K. Linquata
5214 Cass Street
Omaha, NE 68132
 
Vice President
None
 
Brendan T. Mahoney
1 Union Avenue, Suite One
Sudbury, MA 01776
 
Vice President
None
 
Nathan G. Mains
7711 S. Columbine Street
Centennial, CO 80122
 
Regional Vice President
None
 
Stephen A. Malbasa
13405 Lake Shore Blvd.
Cleveland, OH 44110
 
Director, Senior Vice President
None
 
Steven M. Markel
5241 South Race Street
Greenwood Village, CO 80121
 
Senior Vice President
None
L
Paul R. Mayeda
 
Assistant Vice President
None
L
Eleanor P. Maynard
 
Vice President
None
L
Christopher McCarthy
 
Vice President
None
 
James R. McCrary
28812 Crestridge
Rancho Palos Verdes, CA 90275
 
Vice President
None
L
Will McKenna
 
Vice President
None
S
John V. McLaughlin
 
Senior Vice President
None
 
Terry W. McNabb
2002 Barrett Station Road
St. Louis, MO 63131
 
Senior Vice President
None
L
Katharine McRoskey
 
Vice President
None
 
Scott M. Meade
41 South Road
Rye Beach, NH 03871
 
Vice President
None
 
Charles L. Mitsakos
3017 11th Avenue West
Seattle, WA 98119
 
Regional Vice President
None
 
Monty L. Moncrief
55 Chandler Creek Court
The Woodlands, TX 77381
 
Vice President
None
 
David H. Morrison
7021 North Stratton Court
Peoria, IL 61615
 
Regional Vice President
None
 
Andrew J. Moscardini
832 Coldwater Creek Circle
Niceville, FL 32578
 
Regional Vice President
None
L
Jack Nitowitz
 
Assistant Vice President
None
 
William E. Noe
3600 Knollwood Road
Nashville, TN 37215
 
Senior Vice President
None
L
Heidi J. Novaes
 
Vice President
None
 
Eric P. Olson
27 Main Street, Suite 200
Topsfield, MA 01983
 
Senior Vice President
None
 
Jeffrey A. Olson
2708 88th St. Court, NW
Gig Harbor, WA 98332
 
Regional Vice President
None
 
Thomas A. O’Neil
4 Hillcrest Avenue
Eastborough, KS 67208
 
Regional Vice President
None
 
Michael W. Pak
13929 SE 92nd Street
Newcastle, WA 98059
 
Regional Vice President
None
 
W. Burke Patterson, Jr.
1643 Richland Avenue
Baton Rouge, LA 70808
 
Regional Vice President
None
 
Gary A. Peace
291 Kaanapali Drive
Napa, CA 94558
 
Vice President
None
 
Samuel W. Perry
4340 East Indian School Road
Suite 21
Phoenix, AZ 85018
 
Vice President
None
 
Raleigh G. Peters
1439 Byrd Drive
Berwyn, PA 19312
 
Regional Vice President
None
 
David K. Petzke
4016 Saint Lucia Street
Boulder, CO 80301
 
Senior Vice President
None
B
John H. Phelan, Jr.
 
Director
None
 
Fredric Phillips
175 Highland Avenue, 4th Floor
Needham, MA 02494
 
Senior Vice President
None
 
John Pinto
226 Country Club Drive
Lansdale, PA 19446
 
Regional Vice President
None
 
Carl S. Platou
7455 80th Place, S.E.
Mercer Island, WA 98040
 
Senior Vice President
None
 
Charles R. Porcher
One Glenlake Pkwy., Suite 700
Atlanta, GA 30328
 
Regional Vice President
None
S
Richard P. Prior
 
Vice President
None
 
Mike Quinn
1035 Vintage Club Drive
Duluth, GA 30097
 
Regional Vice President
None
 
John W. Rankin
1725 Centennial Club Drive
Conway, AR 72034
 
Regional Vice President
None
 
Jennifer D. Rasner
11940 Baypoint Drive
Burnsville, MN 55337
 
Regional Vice President
None
 
James P. Rayburn
3108 Roxbury Road
Homewood, AL 35209
 
Regional Vice President
None
 
Mark S. Reischmann
4125 Hermitage Drive
Colorado Springs, CO 80906
 
Regional Vice President
None
 
Steven J. Reitman
212 The Lane
Hinsdale, IL 60521
 
Senior Vice President
None
 
Jeffrey Robinson
7 Waterville Lane
Shrewsbury, MA 01545
 
Regional Vice President
None
 
Suzette M. Rothberg
4508 Shady Beach Circle
Independence, MN 55359
 
Regional Vice President
None
L
James F. Rothenberg
 
Director
None
 
Romolo D. Rottura
233 Glenhaven Court
Swedesboro, NJ 08085
 
Vice President
None
 
Douglas F. Rowe
414 Logan Ranch Road
Georgetown, TX 78628
 
Senior Vice President
None
 
William M. Ryan
1408 Cortland Drive
Manasquan, NJ 08736
 
Regional Vice President
None
L
Dean B. Rydquist
 
 
 
Director,
Senior Vice President,
Chief Compliance Officer
None
 
Richard A. Sabec, Jr.
6868 Meadow Glen Drive
Westerville, OH 43082
 
Regional Vice President
None
 
Richard R. Samson
4604 Glencoe Avenue, #4
Marina del Rey, CA 90292
 
Senior Vice President
None
 
Paul V. Santoro
28 State Street, Suite 1100
Boston, MA 02109
 
Vice President
None
H
Diane Sawyer
 
Senior Vice President
None
 
Joseph D. Scarpitti
31465 St. Andrews
Westlake, OH 44145
 
Senior Vice President
None
 
Shane D. Schofield
201 McIver Street
Greenville, SC 29601
 
Vice President
None
L
David L. Schroeder
 
Assistant Vice President
None
 
Mark A. Seaman
645 Baltimore Annapolis Blvd
Suite 220
Severna Park, MD 21146
 
Vice President
None
S
Sherrie L. Senft
 
Vice President
None
 
James J. Sewell III
415 East Holyoke Place
Claremont, CA 91711
 
Regional Vice President
None
 
Arthur M. Sgroi
76 Fields End Drive
Glenmont, NY 12077
 
Regional Vice President
None
L
R. Michael Shanahan
 
Director
None
L
Michael J. Sheldon
 
Vice President
None
 
Frederic J. Shipp
1352 Sanjo Farms Drive
Chesapeake, VA 23320
 
Regional Vice President
None
 
Daniel S. Shore
3734 North Greenview Avenue
Chicago, IL 60613
 
Vice President
None
 
Brad Short
1601 Seal Way
Seal Beach, CA 90740
 
Vice President
None
 
David W. Short
1000 RIDC Plaza, Suite 212
Pittsburgh, PA 15238
 
Chairman of the Board and
Co-Chief Executive Officer
None
 
Nathan W. Simmons
496 Dogwood Trail
Quincy, FL 32352
 
Regional Vice President
None
 
William P. Simon, Jr.
237 Lancaster Avenue, Suite 207
Devon, PA 19333
 
Director, Senior Vice President
None
L
Connie F. Sjursen
 
Vice President
None
 
Jerry L. Slater
2216 38th Place E.
Seattle, WA 98112
 
Senior Vice President
None
LW
John H. Smet
 
Director
None
 
Rodney G. Smith
15851 Dallas Parkway, Suite 500
Addison, TX 75001-6016
 
Senior Vice President
None
 
J. Eric Snively
2548 Violet Street
Glenview, IL 60025
 
Regional Vice President
None
 
Anthony L. Soave
3780 Foxglove Court NE
Grand Rapids, MI 49525
 
Vice President
None
L
Therese L. Soullier
 
Vice President
None
 
Nicholas D. Spadaccini
855 Markley Woods Way
Cincinnati, OH 45230
 
Senior Vice President
None
L
Kristen J. Spazafumo
 
Vice President
None
 
Mark D. Steburg
12508 160th Avenue Southeast
Renton, WA 98059
 
Regional Vice President
None
 
Michael P. Stern
213 Aptos Place
Danville, CA 94526
 
Regional Vice President
None
 
Brad Stillwagon
2438 Broadmeade Road
Louisville, KY 40205
 
Vice President
None
 
Thomas A. Stout
1004 Ditchley Road
Virginia Beach, VA 23451
 
Vice President
None
 
Craig R. Strauser
175 Berwick
Lake Oswego, OR 97034
 
Senior Vice President
None
L
Libby J. Syth
 
Vice President
None
L
Drew W. Taylor
 
Assistant Vice President
None
L
Larry I. Thatt
 
Assistant Vice President
None
 
Gary J. Thoma
401 Desnoyer
Kaukauna, WI 54130
 
Vice President
None
 
Cynthia M. Thompson
4 Franklin Way
Ladera Ranch, CA 92694
 
Vice President
None
 
David Tippets
15 Player Green Place
The Woodlands, TX 77382
 
Regional Vice President
None
L
James P. Toomey
 
Vice President
None
I
Christopher E. Trede
 
Vice President
None
 
George F. Truesdail
400 Abbotsford Court
Charlotte, NC 28270
 
Senior Vice President
None
 
Scott W. Ursin-Smith
103 E. Blithedale Avenue, Suite 1
Mill Valley, CA 94941
 
Senior Vice President
None
S
Cindy Vaquiax
 
Assistant Vice President
None
 
Srinkanth Vemuri
527 McElheny Road
Glenshaw, PA 15116
 
Regional Vice President
None
 
J. David Viale
39 Old Course Drive
Newport Beach, CA 92660
 
Senior Vice President
None
D
Bradley J. Vogt
 
Director
None
L
A. Jordan Wallens
1501 Maple Avenue, #602
Evanston, IL 60201
 
Regional Vice President
None
S
Chris L. Wammack
 
Assistant Vice President
None
 
Thomas E. Warren
119 Faubel St.
Sarasota, FL 34242
 
Vice President
None
L
J. Kelly Webb
 
Senior Vice President
None
 
Gregory J. Weimer
143 Redwood Drive
Venetia, PA 15367
 
Director, Senior Vice President
None
SF
Gregory W. Wendt
 
Director
None
 
George J. Wenzel
261 Barden Road
Bloomfield Hills, MI 48304
 
Vice President
None
 
Brian E. Whalen
4072 Yellow Ginger Glen
Norcross, GA 30092
 
Regional Vice President
None
 
William C. Whittington
11928 Sheldon Road
Tampa, FL 33626
 
Regional Vice President
None
L
N. Dexter Williams, Jr.
 
Senior Vice President
None
L
Alan J. Wilson
 
Director
None
 
Andrew L. Wilson
11163 Rich Meadow Drive
Great Falls, VA 22066
 
Vice President
None
 
Steven C. Wilson
7529 Summit Ridge Road
Middleton, WI 53562
 
Regional Vice President
None
 
Timothy J. Wilson
501 Valley Brook Road, Suite 204
McMurray, PA 15317
 
Senior Vice President
None
B
Laura L. Wimberly
 
Vice President
None
 
Kurt A. Wuestenberg
975 Arboretum Drive
Saline, MI 48176
 
Vice President
None
 
William R. Yost
9463 Olympia Drive
Eden Prairie, MN 55347
 
Senior Vice President
None
 
Jason P. Young
11141 Whitetail Lane
Olathe, KS 66061
 
Vice President
None
 
Jonathan A. Young
2145 Hickory Forrest
Chesapeake, VA 23322
 
Regional Vice President
None
 
Scott D. Zambon
2178 Pieper Lane
Tustin, CA 92782
 
Regional Vice President
None

__________
L
Business Address, 333 South Hope Street, Los Angeles, CA 90071
LW
Business Address, 11100 Santa Monica Blvd., 15th Floor, Los Angeles, CA 90025
B
Business Address, 135 South State College Boulevard, Brea, CA 92821
S
Business Address, 3500 Wiseman Boulevard, San Antonio, TX 78251
SF
Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105-1016
H
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
I
Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240
N
Business Address, 630 Fifth Avenue, 36th Floor, New York, NY10111
D
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
G1
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland

(c) None


Item 28. 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; 135 South State College Boulevard, Brea, California 92821; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.

Registrant's records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 135 South State College Boulevard, Brea, California 92821; 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240; 10001 North 92nd Street, Suite 100, Scottsdale, Arizona 85258; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.

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


Item 29. Management Services

None


Item 30. Undertakings

n/a

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Los Angeles, and State of California, on the 23rd day of February, 2007.

THE INVESTMENT COMPANY OF AMERICA

By: /s/ R. Michael Shanahan
(R. Michael Shanahan, Vice Chairman of the Board)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on February 23, 2007, by the following persons in the capacities indicated.

 
Signature
Title
(1)
Principal Executive Officer:
 
 
/s/ R. Michael Shanahan
Vice Chairman of the Board
 
(R. Michael Shanahan)
 
     
(2)
Principal Financial Officer and Principal Accounting Officer:
 
/s/ Carmelo Spinella
Treasurer
 
(Carmelo Spinella)
 
     
(3)
Directors:
 
 
Louise H. Bryson*
Director
 
Mary Anne Dolan*
Director
 
Martin Fenton*
Chairman of the Board (Independent and Non-Executive)
 
Leonard R. Fuller*
Director
 
Claudio X. Gonzalez Laporte*
Director
 
L. Daniel Jorndt*
Director
 
/s/ James B. Lovelace
Senior Vice President and Director
 
(James B. Lovelace)
 
 
John G. McDonald*
Director
 
Bailey Morris-Eck*
Director
 
Richard G. Newman*
Director
 
/s/ Donald D. O’Neal
Senior Vice President and Director
 
(Donald D. O’Neal)
 
 
Olin C. Robison*
Director
 
/s/ R. Michael Shanahan
Vice Chairman and Director
 
(R. Michael Shanahan)
 
 
*By: /s/ Vincent P. Corti
 
 
(Vincent P. Corti, pursuant to a power of attorney filed herewith)
 

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

/s/ Donald H. Rolfe
(Donald H. Rolfe)
 


POWER OF ATTORNEY

I, Louise H. Bryson, the undersigned Board member of the following registered investment company:

-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Carmelo Spinella

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  Los Angeles, CA, this 27th day of July, 2006.
(City, State)


/s/ Louise H. Bryson 
Louise H. Bryson, Board member




POWER OF ATTORNEY

I, Mary Anne Dolan, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Karl C. Grauman
Carmelo Spinella

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 10th day of July, 2006.
(City, State)


/s/ Mary Anne Dolan 
Mary Anne Dolan, Board member




POWER OF ATTORNEY

I, Martin Fenton, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
The American Funds Income Series - U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
-  
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
-  
American Funds Target Date Retirement Series, Inc. (File No. 333-138648, 811-21981)
-  
The American Funds Tax-Exempt Series II - The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
-  
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
-  
American High-Income Trust (File No. 033-17917, File No. 811-05364)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
-  
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
-  
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
-  
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)
-  
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
-  
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
-  
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
-  
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
-  
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Karl C. Grauman
Sheryl F. Johnson
Sharon G. Moseley
David A. Pritchett
Susi M. Silverman
Carmelo Spinella
Ari M. Vinocor

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Solana Beach, CA, this 10th day of January, 2007.
(City, State)


/s/ Martin Fenton 
Martin Fenton, Board member




POWER OF ATTORNEY

I, Leonard R. Fuller, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
The American Funds Income Series - U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
-  
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
-  
American Funds Target Date Retirement Series, Inc. (File No. 333-138648, 811-21981)
-  
The American Funds Tax-Exempt Series II - The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
-  
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
-  
American High-Income Trust (File No. 033-17917, File No. 811-05364)
-  
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
-  
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
-  
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
-  
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)
-  
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
-  
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
-  
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
-  
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
-  
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Sheryl F. Johnson
Sharon G. Moseley
David A. Pritchett
Susi M. Silverman
Carmelo Spinella
Ari M. Vinocor

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA, this 10th day of January, 2007.
(City, State)


/s/ Leonard R. Fuller 
Leonard R. Fuller, Board member




POWER OF ATTORNEY

I, Claudio X. Gonzalez Laporte, the undersigned Board member of the following registered investment company:

-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Carmelo Spinella

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  Mexico, D.F., this 3rd day of July, 2006.
(City, State)


/s/ Claudio X. Gonzalez Laporte 
Claudio X. Gonzalez Laporte, Board member




POWER OF ATTORNEY

I, L. Daniel Jorndt, the undersigned Board member of the following registered investment company:

-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Carmelo Spinella

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 Deerfield, IL, this 5th day of July, 2006.
(City, State)


/s/ L. Daniel Jorndt 
L. Daniel Jorndt, Board member



POWER OF ATTORNEY

I, John G. McDonald, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
-  
EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
-  
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)
-  
New Perspective Fund, Inc. (File No. 002-47749, File No. 811-02333)
-  
New World Fund, Inc. (File No. 333-67455, File No. 811-09105)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Jennifer M. Buchheim
R. Marcia Gould
Sheryl F. Johnson
Carmelo Spinella

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 Stanford, CA, this 5th day of July, 2006.
(City, State)


/s/ John G. McDonald 
John G. McDonald, Board member




POWER OF ATTORNEY

I, Bailey Morris-Eck, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Karl C. Grauman
Carmelo Spinella

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  Butler, MD, this 6th day of July, 2006.
(City, State)


/s/ Bailey Morris-Eck 
Bailey Morris-Eck, Board member




POWER OF ATTORNEY

I, Richard G. Newman, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
The American Funds Income Series - U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
-  
The American Funds Tax-Exempt Series II - The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
-  
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
-  
American High-Income Trust (File No. 033-17917, File No. 811-05364)
-  
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
-  
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
-  
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
-  
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)
-  
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
-  
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
-  
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
-  
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
-  
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Sharon G. Moseley
Susi M. Silverman
Carmelo Spinella
Ari M. Vinocor

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at  Los Angeles, CA this 21st day of September, 2006.
(City, State)


/s/ Richard G. Newman 
Richard G. Newman, Board member




POWER OF ATTORNEY

I, Olin C. Robison, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

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

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Karl C. Grauman
Carmelo Spinella

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  Shelburne, VT, this 10th day of July, 2006.
(City, State)


/s/ Olin C. Robison 
Olin C. Robison, Board member


 
 
 
 
 
EX-99.B BYLAWS 2 exhibitb.htm EXHIBIT B Exhibit B

BY-LAWS* 

OF

THE INVESTMENT COMPANY OF AMERICA

(as amended February 22, 2006)


OFFICES

1. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof shall be The Corporation Trust Company.

2. The corporation may also have other offices in the city of Wilmington, State of Delaware, and also offices at such other places within or without the State of Delaware as the Board of Directors may from time to time appoint or the business of the corporation may require.


SEAL

3. The corporate seal shall have inscribed thereon the name of the corporation and the words ACorporate Seal, Delaware.@ Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.


STOCKHOLDERS’ MEETINGS

4. Meetings of stockholders may be held within or without the State of Delaware. Meetings of stockholders shall be held at the principal office of the corporation in the City of Wilmington, County of New Castle, State of Delaware, unless the place of meeting be changed by the determination or approval of (a) the persons requesting that a special meeting be called, pursuant to the right to so request conferred by these By-Laws, or (b) the person calling such special meeting, if no such request is made or if the request made does not state where the meeting is to be held, or (c) a majority of the Board of Directors, in the case of an annual meeting, or (d) the holders of all of the Capital Stock of the corporation outstanding and entitled to vote, regardless of any place of meeting otherwise determined under this By-Law. The time and place of meeting shall be stated in the notice of meeting, if notice be given; otherwise, in the instrument by which notice is waived. The place of any meeting for the election of directors shall not be changed within sixty days next before the day on which the election is to be held. A notice of any such change shall be given to each stockholder twenty days before the election is held, in person or by letter mailed to his last known post office address.



* Gender Designation - Whenever in these By-Laws a gender designation is used, the gender designation is used for convenience only. All references in these By-Laws are intended to be, and will for all purposes be interpreted to be, gender neutral.
 
 
 
5. An annual meeting of stockholders shall be held each year, the exact time and date to be fixed by the Board of Directors, at which they shall elect by plurality vote, a Board of Directors, and transact such other business as may properly be brought before the meeting.

6. The holders of a majority of the stock issued and outstanding, and entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

7. Each stockholder entitled to vote at a meeting of stockholders may vote in person or may authorize another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, facsimile signature. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized by the person who will be the holder of such proxy to receive such transmission. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation, and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election of directors.

    8. At least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary. Such list shall be open to the examination of any stockholder during ordinary business hours, for a period of at least ten days prior to the election, either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present.
9. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by the statute, may be called by the President, and shall be called by the President or Secretary at the request in writing of any three members of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire Capital Stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the call.

10. Written notice of the annual meeting shall be mailed to each stockholder entitled to vote thereat at such address as appears on the stock ledger of the corporation, at least ten days prior to the meeting.

11. Written notice of each special meeting of stockholders, stating the time and place and object thereof, shall be mailed, postage prepaid, at least ten days before such meeting, to each stockholder entitled to vote thereat at such address as appears on the books of the corporation.


DIRECTORS

12. The property and business of the corporation shall be managed by its Board of Directors except as otherwise provided in the Certificate of Incorporation or By-Laws of the corporation or by law or statute.

13. The number of directors which shall constitute the whole Board shall be not less than three (3) nor more than fifteen (15). Within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. Directors need not be stockholders. Directors shall be elected at any meeting of stockholders except as provided in Section 16 hereof. Each director shall hold office until his successor is elected and qualified.

14. The directors may hold their meetings, maintain offices, keep the books, records, and files of the corporation, and perform any duty or function within or without the State of Delaware and at such places as they may from time to time determine.

15. Any director of the corporation may be suspended or removed at any time by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, such vote being cast at any annual or special meeting of stockholders, or by the written order, direction or consent of such holders, with or without a meeting.

16. If the office of any director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, or if by increase in the size of the Board a vacancy is created, a majority of the remaining or existing directors, though less than a quorum, shall choose a director to fill such vacancy, who shall hold office until the next annual election and until a successor has been duly elected and qualified, unless sooner displaced.

17. In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

18. Directors Emeritus. The Board of Directors may elect Directors Emeritus, chosen from among persons who have served as directors of the Company, without limit as to number or period of service. The term of office of any Directors Emeritus (which may include one or more Chairmen Emeritus) shall be as determined by the Board of Directors. Directors Emeritus shall be invited, but not required, to attend and to speak at meetings of the Board of Directors and committees thereof, except for meetings or portions of meetings at which the Board determines attendance shall be limited. Directors Emeritus shall be paid such compensation and reimbursed for such expenses as shall be determined from time to time by the Board of Directors and may be provided some or all of the information and documents relating to the Company that is provided to the Board of Directors as may be determined from time to time by the Board and/or the officers of the Company. Directors Emeritus shall not be members of the Board of Directors and shall have none of the rights, obligations or duties of a director including, without limitation, voting rights. Unless otherwise expressly required by the context, the term “director” or “directors” as used in these By-laws does not include Directors Emeritus.

19. The Board of Directors who are not considered “interested persons” of the Corporation under the 1940 Act may hire employees or retain advisers and experts as they deem necessary to help ensure that they are able to deal with matters beyond their expertise and fulfill their role of representing shareholder interests.


COMMITTEES OF DIRECTORS

20. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. If the Chairman of the Board is an independent director, he shall be an ex officio member of each committee which he is not otherwise a member. An ex officio member of a committee may take part in discussions of that committee’s business, but shall not be considered for the purposes of calculating attendance, determining quorum, voting or authorizing any action by such committee. Any Committee of the Board, to the extent to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

21. The committees shall keep regular minutes of their proceedings and report the same to the board when required.


COMPENSATION OF DIRECTORS

22. Directors shall receive no compensation for their services except fees in such amount as may from time to time be authorized by the Board of Directors. Directors may be reimbursed for such expenses as they incur in serving as directors and attending meetings of the Board of Directors and of committees. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.


MEETINGS OF THE BOARD

23. The first meeting of the Board of Directors shall be held at such place and time, either within or without the State of Delaware, as shall be fixed by the stockholders at a meeting, or at such place and time, either within or without the State of Delaware, as may be fixed by the consent in writing of all the directors. Notice to directors of the place and time of such first meeting shall be required only in case the place and time be fixed by the stockholders.

24. Regular meetings of the board of Directors may be held without notice at such time and place either within or without the State of Delaware as from time to time shall be determined by the Board.

25. Special meetings of the Board of Directors may be called at any time by the Chairman or Vice Chairman of the Board, the President, or any Vice President on four days’ notice to each director, either personally or by mail, telegram, cablegram, or radiogram; special meetings shall be called the President or Secretary in like manner, and on like notice, at the written request of any two directors. Such notices shall be deemed to be given at the time when in normal course of post, telegraph, cable, or radio they would be received. Special meetings shall be held a such place as the requesting officer or directors shall appoint, which shall be stated in the notice of the meeting. No call shall be necessary where notice of the time and place of the meeting is waived in writing by all of the directors.

26. At all meetings of the Board of Directors, three of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, unless such number shall be less than one-third of the total number of directors, in which event one-third of the total number of directors shall constitute a quorum. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws. A meeting attended by less than a quorum may adjourn the meeting to a later date which, however, shall not be later than the next regular meeting of the directors.


CHAIRMAN OF THE BOARD

27. The Chairman of the Board, if one be elected by the Board of Directors, shall preside at all meetings of the Board of Directors and of the shareholders at which he is present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors or as may be required by law. If, the Chairman of the Board is a director who is not an “interested person” of the Corporation as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“independent director”) the Chairman of the Board shall serve as a non-executive Chairman and shall not be considered an officer of the Corporation. The election of an independent director as Chairman of the Board will not reduce the responsibilities of the other Directors. The Chairman of the Board shall hold such title until a successor shall have been duly chosen and qualified, or until the Chairman shall have resigned or shall have been removed. Any vacancy may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.


OFFICERS

28. The corporation shall have a Vice Chairman of the Board, a President, a Vice President, a Secretary, and a Treasurer, who shall be chosen by the Board of Directors. The Board of Directors may choose an Executive Vice President, one or more Senior Vice Presidents, additional Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any three offices, other than the offices of President and Vice President, Secretary and Assistant Secretary, Treasurer and Assistant Treasurer, and President and Secretary, may be held by the same person. The Board of Directors may designate the seniority of the respective Vice Presidents, at the time of their election or otherwise, but such seniority need not be indicated in the title conferred on or used by them as Vice Presidents. If any Vice President shall succeed to the office of President, and is then holding office as Secretary, his office as Secretary shall be automatically vacated. The Vice Chairman of the Board shall be member of the Board of Directors.

29. The Board of Directors may appoint, select and employ such other officers as it shall deem necessary.

30. The salaries, remuneration, and other compensation of the officers of the corporation shall be fixed by the Board of Directors.
 
   31. The Vice Chairman of the Board, the President, the Vice Presidents, the Secretary, and the Treasurer of the corporation shall hold office until their successors are chosen and qualify in their stead, or until they resign or are removed. Other officers shall hold offices for such terms as shall be determined by the Board of Directors. The Board of Directors may remove any officer or discharge any agent or employee at any time, without cause provided, however, that removal of the Vice Chairman of the Board, the President, any Vice President, the Secretary, or the Treasurer of the corporation shall require the affirmative vote of a majority of the whole Board of Directors. A vacancy occurring in any office at any time may be filled by the Board.

32.  Any officer, agent, or employee of the corporation may be suspended or removed at any time by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, such vote being cast at any annual or special meeting of stockholders, or by the written order, direction, or consent of such holders, with or without a meeting.

32A. Either the Vice Chairman of the Board or President shall be the Chief Executive Officer of the corporation.


PRESIDENT

33. The President shall be the Chief Operating Officer of the corporation and shall be ex-officio a member of all standing committees. In the absence of the Chairman of the Board the Vice Chairman or President shall preside at all meetings of the stockholders and directors, and shall have all other powers and duties of the Chairman.

34. The Vice Chairman or President shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation.


VICE PRESIDENTS

35. The Vice Presidents, in the order of their seniority (which need not be seniority in time but may be designated upon election) shall, in the absence or disability of the Vice Chairman of the Board and the President, perform the duties and exercise the powers of the President, and shall perform such other duties and exercise such other powers as the Board of Directors shall prescribe.


THE SECRETARY AND ASSISTANT SECRETARIES

36. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, or shall obtain waivers of notice, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. He shall have the general powers usually vested in the office of Secretary of a corporation. The Secretary may delegate any of his duties, powers or authorities to one or more Assistant Secretaries unless such delegation be disapproved by the Board of Directors.

37. The Assistant Secretaries, in order of their rank as determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.


THE TREASURER AND ASSISTANT TREASURERS



38. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall have the general powers usually vested in the office of a Treasurer of a corporation. The Treasurer may delegate any of his duties, powers, and authorities to one or more Assistant Treasurers unless such delegation be disapproved by the Board of Directors.

39. The Assistant Treasurers, in the order of their rank as determined by the Board of Directors shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.


INDEMNIFICATION AND INSURANCE

40. Indemnification. The corporation shall promptly indemnify and hold harmless each of its directors and officers, and may indemnify and hold harmless any of its employees and agents, against any liabilities or expenses (collectively, “Liability”) actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the corporation, to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in effect, subject to the provisions of paragraphs (a) and (b) of this paragraph 40. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time these By-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of these By-laws shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

(a) Special Condition. With respect to Liability to the corporation or its stockholders, and subject to applicable state and federal law, a director or officer shall be indemnified and held harmless pursuant to this paragraph 40 against any Liability to the corporation or its stockholders unless such Liability arises by reason of his or her willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the Investment Company Act of 1940 (“disabling conduct”).

(b) Special Process Condition. With respect to Liability to the corporation or its stockholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the director or officer has not engaged in disabling conduct. In making such a determination, the Board of Directors shall act in conformity with then applicable law and administrative interpretations, and shall afford a director requesting indemnification who is not an “interested person” of the corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such director did not engage in disabling conduct while acting in his or her capacity as a director.

41. Advancement of Expenses. The corporation shall promptly advance funds to its directors and officers, and may advance funds to its employees and agents, to cover expenses they incur with respect to any proceeding arising out of or in connection with their service to the corporation, to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in effect.

(a) Affirmation of Conduct. A request by a director or officer for advancement of funds pursuant to this paragraph 41 shall be accompanied by the director’s or officer’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable law.

(b) Special Conditions to Advancement. With respect to Liability to the corporation or its stockholders, and subject to applicable state and federal law, a director or officer shall be entitled to advancements of expenses pursuant to this paragraph 41 against any Liability to the corporation or its stockholders if (1) the corporation has obtained assurances required under applicable law, such as by obtaining insurance or receiving collateral provided by the director or officer, that the advance will be repaid if the director or officer is found to have engaged in disabling conduct, or (2) the Board has a reasonable belief that the director or officer has not engaged in disabling conduct and ultimately will be entitled to indemnification. In forming such a reasonable belief, the Board of Directors shall act in conformity with then applicable law and administrative interpretations, and shall afford a director requesting an advance who is not an “interested person” of the corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such director did not engage in disabling conduct while acting in his or her capacity as a director.

42. Insurance. The corporation shall purchase and maintain in effect one or more policies of insurance on behalf of its directors and officers in such amounts and with such coverage as shall be determined from time to time by the board of directors, and may purchase and maintain such insurance for any of its employees and agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the corporation, with customary limitations and exceptions, whether or not the corporation would have the power to indemnify such person against such expenses pursuant to this section, Indemnification and Insurance.

43. General Provisions.

(a) Non-Exclusive Rights. The provisions for indemnification of, and advancement of expenses to, directors and officers of the corporation set forth in this section, Indemnification and Insurance, shall not be deemed exclusive of any other contractual or legal rights to which a director or officer may otherwise be entitled.

(b) Continuation of Provisions. The provisions of this section, Indemnification and Insurance, shall continue as to a person who has ceased to provide service to the corporation and shall inure to the benefit of his or her spouses, heirs, assigns, devisees, executors, administrators and legal representatives. No amendment of the Certificate of Incorporation or By-Laws of the corporation shall limit or eliminate the right of a person to indemnification, advancement of expenses and insurance set forth in this section, Indemnification and Insurance, with respect to his or her acts, omissions or service to the corporation occurring prior to such amendment.

44. Definitions. For purposes of this section, Indemnification and Insurance, the following terms shall have the following meanings:

(1) “Disabling conduct” shall be as defined in paragraph 40(a).

(2) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or acting as a witness in a proceeding.

(3) “Liability” shall be as defined in paragraph 40.

(4) The term “proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative.

(5) A person’s “service to the corporation” shall include without limitation his or her service as a director, officer, employee, agent or representative of the corporation, and his or her service at the request of the corporation as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


BONDS

45. The Board of Directors may require any officer, agent or employee to give bond for the faithful discharge of his duty and for the protection of the corporation in such sum and with such surety or sureties as the Board may deem adviseable.

45A. (a) The corporation shall indemnify its directors and officers, and may indemnify its employees and agents, against any liability or cost arising out of their service to the corporation, to the fullest extent permitted by the law of the State of Delaware, except as set forth in paragraph (b) and except as conditioned by paragraph (c).

(b) The corporation may not indemnify any of its directors or officers against any liability to the corporation or to its stockholders to which he or she is 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 as described in Section 17(h) of the Investment Company Act of 1940 ("disabling conduct").

(c) Indemnification by the corporation of any director or officer against any liability to the corporation or to its stockholders is conditioned on either:

(1) a final decision on the merits by a court or other body before which a proceeding relating to the liability of that director or officer is brought finding that he or she is not liable by reason of disabling conduct; or

(2) in the absence of such a decision, a determination, based upon a review of the facts, that the director or officer is not liable by reason of disabling conduct, by either:

a. the vote of a majority of a quorum of directors, who are neither Ainterested persons@ of the corporation as defined in Section 2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding; or
 
b. independent legal counsel in a written opinion; or

(3) the dismissal of either a court or an administrative proceeding against the director or officer for insufficiency of evidence of any disabling conduct with which he or she has been charged.

(d) Under the conditions set forth in paragraph (e), the corporation shall advance funds to its officers and directors, and may advance funds to its employees and agents, to cover expenses, including attorneys' fees, they incur in defending any civil, criminal, administrative or investigative action, suit or proceeding, arising out of their service as directors or officers, to the fullest extent permitted by Delaware law.

(e) The corporation shall advance funds to cover expenses, including attorneys= fees, incurred by any director or officer in connection with the defense of any proceeding described in paragraph (d) only if an undertaking is provided by or on behalf of the director or officer to repay the advance unless it is ultimately determined using the procedure described in clause (c) (1) or (c) (2) or (c) (3) that he or she is entitled to indemnification. It shall be a condition to any such advance that either:

(1) the director or officer shall provide security for his or her undertaking; or

(2) the corporation shall be insured against losses arising by reason of any unlawful advance; or
 
          (3) either (aa) a majority of a quorum of the directors, who are neither Ainterested persons@ of the corporation as defined in Section 2(a) (19) of the Investment Company Act of 1940 nor parties to the proceeding, or (bb) independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the director or officer will be found entitled to indemnification.

(f) Provisions in this Section for indemnification of, and advancement of expenses to, officers, directors, employees and agents shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.


CERTIFICATES OF STOCK

46.  The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder=s name and number of shares and shall be signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Where the stock certificate is signed by a transfer agent or an assistant transfer agent, or by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be a facsimile.


TRANSFERS OF STOCK

47. Transfer of shares of the Capital Stock of the corporation shall be made on the books of the corporation upon surrender of the certificates therefor, properly endorsed or accompanied by evidence of succession, assignment, or authority to transfer satisfactory to the corporation or its transfer agent. Upon transfer it shall be the duty of the corporation to issue a new certificate to the person entitled thereto.


TRANSFER AGENTS AND REGISTRARS

48. The Board of Directors may appoint and employ such transfer agent or agents and/or such registrar or registrars as it may deem advisable to assist the corporation in connection with the transfer and/or issue of shares of its Capital Stock, rights, options, and privileges to purchase shares of its Capital Stock, bonds, debentures, certificates of indebtedness, and other obligations issued or assumed by it, and other securities. The Board may require that any certificate, warrant, bond, debenture or similar instrument bear the signature or signatures of a transfer agent and/or registrar.

48A. All securities, moneys and funds of the corporation shall be entrusted for safekeeping to a properly qualified bank or trust company. With the exception of funds currently required for business operations and other corporate expenses, and which shall not exceed a maximum of three percent (3%) of the assets of the corporation, the custodian of moneys and securities shall be a properly qualified bank or trust company with an aggregate capital, surplus, and undivided profits of not less than three million dollars. Any provisions of By-Law 58 notwithstanding, this By-Law 47A shall not be amended save by the affirmative vote of the holders of a majority of the shares of the Capital Stock of the corporation outstanding and entitled to vote at any regular or special meeting of stockholders.


DETERMINATION OF STOCKHOLDERS OF RECORD



49. The Board of Directors shall have the power to fix in advance a date, not more than sixty nor less than ten days preceding the date of any meeting of stockholders, nor more than sixty days preceding the date for the payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of Capital Stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend or other distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Capital Stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.


REGISTERED STOCKHOLDERS

50. The corporation shall be entitled to treat the person in whose name any share of the Capital Stock of the corporation is registered as the owner thereof for purposes of dividends and other distributions in the course of business or in the course of recapitalization, consolidation, merger, reorganization, liquidation, sale of the property and assets of the corporation, or otherwise, and for the purpose of votes, approvals and consents by stockholders, and for the purpose of notices to stockholders, and for all other purposes whatever, and shall be entitled to treat the person in whose name any right, option or privilege to purchase shares of the Capital Stock of the corporation is registered as the owner thereof for all purposes whatever; the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or such right, option or privilege to purchase a share, on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by statute.


LOST CERTIFICATES

51. Upon presentation to the corporation of a proper affidavit attesting the loss, destruction, or mutilation of any certificate for a share or shares of the Capital Stock of the corporation, or any certificate or warrant evidencing any right, option, or privilege to purchase a share or shares of the Capital Stock of the corporation, the Board of Directors may direct the issuance of a new certificate or warrant in lieu of and to replace the certificate or warrant so alleged to be lost, destroyed, or mutilated. Except as otherwise specifically required by statute the Board of Directors may require as a condition precedent to the issuance of a new certificate or warrant, any or all of the following, to wit: (a) presentation of such additional evidence or proof of the loss, destruction, or mutilation claimed as the Board may deem advisable; (b) advertisement of loss in such manner as the Board of Directors may direct or approve; (c) a bond or agreement of indemnity in such form and amount, and with such sureties or without sureties as the Board of Directors may direct or approve; (d) the order or approval of a court or judge.


CHECKS AND OTHER INSTRUMENTS

52. All checks, drafts, or demands or orders for the payment of money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.



53. The Board of Directors of the corporation may in any instance designate the officers and agents who shall have authority to execute any contract, conveyance, or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto.


FISCAL YEAR

54. The fiscal year shall begin on the 1st day of January and end on the 31st day of December in each year.


BOOKS AND RECORDS

55. The proper officers and agents of the corporation shall keep and maintain such books, records, and accounts of the corporation=s business and affairs and such stock ledgers and lists of stockholders as the Board of Directors shall deem advisable and as shall be required by the laws of the State of Delaware and/or other states or jurisdictions empowered to impose such requirements.


STATEMENTS TO STOCKHOLDERS

56. The directors and officers of the corporation shall prepare and exhibit or make available or cause to be prepared and exhibited or made available to stockholders such statements of operations and properties of the corporation as they shall deem advisable and as shall be required by the laws of the State of Delaware, and/or other states or jurisdictions empowered to impose such requirements.


NOTICE AND WAIVERS OF NOTICE

57. Notices required to be given to any director, officer, or stockholder may be given in person or by written notice mailed or sent by telegraph, radiogram, or cablegram to such director, officer, or stockholder at his last address as it appears on the books of the corporation, and in default of such address to such director, officer, or stockholder at the general post office in the City of Wilmington, State of Delaware, and, except as otherwise in the Certificate of Incorporation or By-Laws of the corporation or by statute provided such notice shall be deemed to be given at the time when the same shall be mailed or sent.



58. Whenever any notice whatever is required to be given under the provisions of the Certificate of Incorporation or By-Laws of the corporation, or by any law or statute, said notice may be waived, and the waiver thereof in writing, signed by the person or persons entitled to receive said notice, whether before or after the meeting or other time stated in said notice or to which such notice is directed, shall be deemed equivalent thereto. Waivers given by telegram, radiogram, or cablegram shall be deemed waivers in writing within the meaning of this By-Law.


AMENDMENTS

59. The By-Laws may be altered or repealed, and new By-Laws may be made to replace or add to the By-Laws or any of them by the affirmative vote of the holders of the majority of the shares of the Capital Stock of the corporation outstanding and entitled to vote, at any regular or special meeting of stockholders, or by the affirmative vote of a majority of the whole Board of Directors. Notice of proposed alterations, repeals, replacements, or additions shall be contained in the notice of any such meeting, but may be waived in the same manner that notice may be waived. No change of the time or place for the election of directors shall be made within sixty days next before the day on which the election is to be held. The power hereby conferred upon the directors to alter, repeal, replace, and add By-Laws is subject and subordinate to the power hereby and by the Certificate of Incorporation conferred upon the stockholders having general voting power to review, modify, and rescind any such action by the affirmative vote or written order, direction, or consent of the holders of a majority of outstanding shares of stock having general voting power of the corporation.
 
EX-99.E UNDR CONTR 3 exhibite.htm EXHIBIT E Exhibit E
[logo - American Funds ®]


American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4



January 2007


To Our Dealer Friends,

As you may know, American Funds recently announced plans to introduce a series of target date funds of funds designed for investment by employer-sponsored retirement plans and individual retirement accounts. Shares of the American Funds Target Date Retirement Series will be available for sale to the public beginning February 1, 2007. The series will initially consist of nine funds corresponding to approximate retirement dates between 2010 and 2050, in five-year increments.

Each of the new funds in the American Funds Target Date Retirement Series will invest in a combination of mutual funds offered by the American Funds. The mix of investments for each fund in the series will change over time. For example, as each fund approaches and passes its retirement goal, it will emphasize more conservative investment objectives, such as capital preservation and current income. The purpose of this notice is to amend your selling group agreement (the “Agreement”) with American Funds Distributors to reflect the addition of the American Funds Target Date Retirement Series. This notice also authorizes you to offer any funds that may be added to the series in the future.

In consideration of the foregoing, the Agreement is amended as follows effective February 1, 2007:


1.  The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.


* * * * *

The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning February 1, 2007 shall be deemed an acceptance of this amendment to your Agreement.
 
Very truly yours,
 
 
Kevin G. Clifford






Schedule A
February 1, 2007
(supersedes all previous versions of Schedule A - last version dated November 1, 2006)
 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Funds Target Date Retirement Series
l
na
na
na
na
na
na
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
The Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
The New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
The Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
 
Category 3
                       
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
                         
Category 4
                       
The Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
The Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
The U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
                         
Notes and symbols
Class F and Class 529-F shares are available pursuant to a separate agreement.
l Share class is available
e Share class is available for exchanges only
na Share class is not available
 
 
 

 

 
 
 
[logo - American Funds ®]
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4


October 2006

To Our Dealer Friends,

As you may know, shares of our newest fund in the American Funds family, Short-Term Bond Fund of America, will be available for sale to the public beginning November 1, 2006. Short-Term Bond Fund of America is designed to provide current income and capital preservation by investing in high-quality short-term bonds. The purpose of this notice is to amend your selling group agreement (the “Agreement”) with American Funds Distributors to reflect this new fund as well as certain other changes.

As compared to other American Funds bond funds, Short-Term Bond Fund of America will have a new concession schedule for Class A (including 529-A) shares that provides a maximum dealer concession of 2.00% on investments. Beginning Nov. 1, 2006, this new Class A concession schedule will also apply to Intermediate Bond Fund of America and Limited Term Tax-Exempt Bond Fund of America. However, please note that for these three funds, ongoing service fees for Class A shares and compensation on all other share classes will remain unchanged. Also beginning Nov. 1, 2006, Class B, C, 529-B and 529-C shares of all three funds will be available through exchanges only.

As a result of the new Class A concession schedule discussed above, we are creating a new category of compensation for purposes of the Agreement. Funds currently assigned to Category 3 in the Agreement, including all current references to “Category 3,” will now be relabeled as “Category 4.” Short-Term Bond Fund of America, Intermediate Bond Fund of America and Limited Term Tax-Exempt Bond Fund of America will now comprise new Category 3. These changes are detailed in the Agreement amendment set forth below.

In consideration of the foregoing, the Agreement is amended as follows effective November 1, 2006:

1.
Each instance of “Category 3” in the body of the Agreement is replaced by “Category 4.”

2.
The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.

3.
A concession schedule for the new Category 3 Funds is added to the Agreement as follows:

On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:
 

 
 
Concession as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1 million
1.20%
1.50%
$1 million or more
See Agreement
None

4.
Ongoing service fees for Class A and Class 529-A shares and compensation on all other share classes as currently stated in the Agreement for Category 2 Funds, shall also apply to the new Category 3 Funds.

* * * * *

The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning November 1, 2006 shall be deemed an acceptance of this amendment to your Agreement.
 
Very truly yours,
 
 
Kevin G. Clifford
 
 
 


Schedule A
November 1, 2006
(supersedes all previous versions of Schedule A - last version dated May 15, 2002)

 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
The Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
The New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
The Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 3
                       
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
                         
Category 4
                       
The Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
The Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
The U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
                         
Notes and symbols
Class F and Class 529-F shares are available pursuant to a separate agreement.
 
l
Share class is available
 
e
Share class is available for exchanges only
 
na
Share class is not available

EX-99.F BONUS PROFIT 4 exhibitf.htm EXHIBIT F Exhibit F
“Form of”
[logo - American Funds®]
DEFERRED COMPENSATION PLAN
(Amended, effective as of January 1, 2005)
TABLE OF CONTENTS
Paragraph Title
 
Page Number
1.
Definitions
1
2.
Introduction
4
     
3.
Plan Oversight; Administration and Amendment
4
 
3.1. Plan Oversight and Operation
4
 
3.2. Plan Interpretation and Administration
4
 
3.3. Plan Amendment or Termination
4
     
4.
Election to Defer Payments
4
 
4.1. Election to Defer
4
 
4.2. Current Independent Board Members
5
 
4.2.a. Newly Elected or Appointed Independent Board Members
5
 
4.3. Modification or Revocation of Election to Defer
5
     
5.
Beneficiary Designation
5
     
6.
Deferred Payment Account
5
 
6.1. Crediting Amounts
5
 
6.2. Change of Investment Designation
6
 
6.3. Exchange Requests
6
 
6.4. Plan Participants Serving on Money Market Fund Boards
6
     
7.
Timing and Manner of Payments
6
 
7.1. Timing of Payments
6
 
7.2. Manner of Payment - Lump Sum
6
 
7.3. Alternative Payment Methods
7
 
7.4. Death of Plan Participant
7
 
7.5. Disability of Plan Participant
7
 
7.6. Unforeseeable Emergency
7
 
7.7. Modification or Revocation for Post-2004 Deferrals
8
 
7.7.a. Special Transition Rule
8
 
7.8. Modification or Revocation for Pre-2005 Deferrals
8
     
8.
Miscellaneous
8
     
Signature Pages
 
Exhibits A through D
 




1.  
DEFINITIONS

1.1. Administrator. An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

1.2. Beneficiary(ies). The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

1.3. Board(s). The Board of Directors of a Fund(s).

1.4. Committee. A group of Independent Board Members responsible for oversight and operation of the Plan. The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund. Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee. Thereafter, the Committee shall determine its membership by majority vote.

1.5. CRMC. Capital Research and Management Company.

1.6. Date of Crediting.
(i)  
With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
(ii)  
With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
(iii)  
If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.

1.7. Deferred Payment Account(s). An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant. Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan. A Deferred Payment Account will be divided into two separate Deferred Payment Accounts. One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“pre-2005 deferrals”). The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“post-2004 deferrals”).

1.8. Disabled or Disability. A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.9. Exhibit A (“List of Participating Funds”). List of mutual funds managed by CRMC that have adopted the Plan.

1.10. Exhibit B (“Deferral Election Form”). A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution. This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies. Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.

1.11. Exhibit C (“Beneficiary Designation Form”). A form indicating the beneficiary designations of a Plan Participant.

1.12. Exhibit D (“Rate of Return Election Form”). A form indicating the percentages of deferrals allocated to each Fund.

1.13. Fixed Dollar Installment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on Exhibit B. A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.

1.14. Fund(s). A mutual fund advised by CRMC, collectively the “Funds.”

1.15. Independent Board Member(s). Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any mutual fund managed by CRMC under the Investment Company Act of 1940 and listed in Exhibit A.

1.16 Money Market Fund. The Cash Management Trust of America (CMTA), The U.S. Treasury Money Fund of America (CTRS) or The Tax-Exempt Money Fund of America, Inc. (CTEX).

1.17. Permissible Payment Event. A Permissible Payment Event is any one of the following:
(i)  
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
(ii)  
The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
(iii)  
The date the Plan Participant dies; or
(iv)  
The date the Administrator receives notification that the Plan Participant is Disabled; or
(v)  
The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
(vi)  
For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

1.18. Phantom Shares. Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.

1.19. Plan or Deferred Compensation Plan. The deferred compensation plan adopted by the Funds listed in Exhibit A.

1.20. Plan Participant(s). An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.

1.21. Unforeseeable Emergency. The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies). The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).

1.22. Variable Dollar Installment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment. A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.


2.  
INTRODUCTION


With effect on January 1, 2005, each mutual fund managed by CRMC and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.


3.  
PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT

3.1. Plan Oversight and Operation. The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes. The Committee may utilize the services of the Administrator to conduct routine Plan administration.

3.2. Plan Interpretation and Administration. The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

3.3. Plan Amendment or Termination. The Committee may recommend to the Boards any amendment to or termination of the Plan; provided, however, that no such amendment or termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.


4.  
ELECTION TO DEFER PAYMENTS

4.1. Election to Defer. Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator. An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.

4.2. Current Independent Board Members. A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shall become effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shall apply to all amounts payable to the Plan Participant under the Plan.

4.2.a. Newly Elected or Appointed Independent Board Members. Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portion of (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year. Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.

4.3. Modification or Revocation of an Election to Defer. A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.

5.  
BENEFICIARY DESIGNATION

Each Plan Participant shall designate in Exhibit C the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Exhibit C with the Administrator.

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary. If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.

6.  
DEFERRED PAYMENT ACCOUNT

6.1. Crediting Amounts. A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing Exhibit D with the Administrator. Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class A share of such Fund(s) as of the Date of Crediting.

6.2. Change of Investment Designation. A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator. If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

6.3. Exchange Requests. By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective after receipt of such request by the Administrator If a request is received after 1:00pm PT, the exchange will be effective the next business day. An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant. For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.

6.4. Plan Participants Serving on Money Market Fund Boards. Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings. In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.


7.  
TIMING AND MANNER OF PAYMENTS

7.1. Timing of Payments. Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

7.2. Manner of Payment - Lump Sum. Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.

The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.

7.3. Alternative Payment Methods. A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years. Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

7.4. Death of Plan Participant. If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

7.5. Disability of Plan Participant. In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

7.6. Unforeseeable Emergency. If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment. In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.

7.7. Modification or Revocation for Post-2004 Deferrals. A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. Such designation will not be effective for at least 12 months. To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation. No other modification of the designation as to the timing or manner of payment will be valid.

7.7.a. Special Transition Rule. Under U.S. Treasury transition relief that extends through December 31, 2007, a Plan Participant may change the timing or manner of payment with respect to post-2004 deferrals without regard to the limitations described in paragraph 7.7. A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief. Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

7.8. Modification or Revocation for Pre-2005 Deferrals. A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan. With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.


8.  
MISCELLANEOUS

8.1. Purchase of Underlying Shares. To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class A shares of such other Fund in amounts equal in value to such Phantom Shares.

8.2. Unsecured Promise to Pay. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way. No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

8.3. Withholding Taxes. The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

8.4. Statements. The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

8.5. Assignment. No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

8.6. Governing Law; Severability. The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California. The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved. In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.




 
 

 


AMCAP Fund, Inc.:
Claudia P. Huntington, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
American Balanced Fund, Inc.:
Robert G. O’Donnell, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The American Funds Income Series:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Funds Insurance Series:
James K. Dunton, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
The American Funds Tax-Exempt Series II:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Municipal Bond Fund, Inc.:
Mark R. Macdonald, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Trust:
David C. Barclay, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Mutual Fund, Inc.:
James K. Dunton, Vice Chairman & Principal Executive Officer
Vince P. Corti, Secretary
 
The Bond Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital Income Builder, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
 
Capital World Bond Fund, Inc.:
Mark H. Dalzell, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital World Growth and Income Fund, Inc.:
Stephen E. Bepler, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
The Cash Management Trust of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
EuroPacific Growth Fund:
Mark E. Denning, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
 
Fundamental Investors, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Growth Fund of America, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Income Fund of America, Inc.:
Hilda L. Appplbaum, Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
Intermediate Bond Fund of America:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The Investment Company of America:
R. Michael Shanahan, Chairman & Chief Executive Officer
Vincent P. Corti, Secretary
 
Limited Term Tax-Exempt Bond Fund of America:
Brenda S. Ellerin, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The New Economy Fund:
Timothy D. Armour, President & Principal Executive Officer
Chad L. Norton, Secretary
 
New Perspective Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
New World Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Short-Term Bond Fund of America, Inc.
David A. Hoag, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
SMALLCAP World Fund, Inc.:
Gordon Crawford, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
The Tax-Exempt Bond Fund of America, Inc.:
Neil L. Langberg, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The Tax-Exempt Money Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The U.S. Treasury Money Fund of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 


EXHIBIT A
LIST OF PARTICIPATING FUNDS
ABBREVIATION
AMCAP Fund, Inc.
AMCAP
American Balanced Fund, Inc.
AMBAL
American Funds Insurance Series
VI
American High-Income Municipal Bond Fund, Inc.
AHIM
American High-Income Trust
AHIT
American Mutual Fund, Inc.
AMF
The Bond Fund of America, Inc.
BFA
Capital Income Builder, Inc.
CIB
Capital World Bond Fund, Inc.
WBF
Capital World Growth and Income Fund, Inc.
WGI
The Cash Management Trust of America
CMTA
EuroPacific Growth Fund
EUPAC
Fundamental Investors, Inc.
FI
The Growth Fund of America, Inc.
GFA
The Income Fund of America, Inc.
IFA
Intermediate Bond Fund of America
IBFA
The Investment Company of America
ICA
Limited Term Tax-Exempt Bond Fund of America
LTEX
The New Economy Fund
NEF
New Perspective Fund, Inc.
NPF
New World Fund, Inc.
NWF
SMALLCAP World Fund, Inc.
SCWF
Short-Term Bond Fund of America, Inc.
STBF
The Tax-Exempt Bond Fund of America, Inc.
TEBF
The Tax-Exempt Fund of California
TEFCA
The Tax-Exempt Money Fund of America, Inc.
CTEX
The U.S. Treasury Money Fund of America
CTRS
U.S. Government Securities Fund
GVT

 
 

 

[logo - American Funds®]

EXHIBIT B 
 
1

Deferral Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds][the following funds ______________________________________] deferred as follows:

 
I elect to defer the following portion of my compensation from the funds managed by CRMC and designated above:1  If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
 
·  Annual retainer as an Independent Board Member:  %
 
·  Board and Committee meeting fees as an Independent Board Member:%
 
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan. Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
 
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
 
q  The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or
 
q  The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four months past the date of the first deferral election made by me (cannot be an “event”):
 
 
 
 
 
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
 
q  In a single lump sum payment;
 
OR
 
q  In annualqIn quarterly variable dollar installment payments over a period of
 
q  5 yearsq10 yearsq15 yearsq  years (not to exceed 30);
 
OR
 
q In annual  q In quarterly fixed dollar payments of $  each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.
 


 
Name (please print)         Date

____________________
Signature          SSN or ITIN

 
 

 
 
 

[logo - American Funds®]
 
EXHIBIT C
 
2

Beneficiary Designation Form

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC.

 
Primary Beneficiary(ies):
 
1.  Name:% Share:
Address:          
Relationship:         
Date of Birth:    Social Security #:   
Trust Name and Date (if beneficiary is a trust):     
Trustee of Trust:         
 
2.  Name:% Share:
Address:          
Relationship:         
Date of Birth:    Social Security #:   
Trust Name and Date (if beneficiary is a trust):     
Trustee of Trust:         
 
Contingent Beneficiary(ies):
 
1.  Name:% Share:
Address:          
Relationship:         
Date of Birth:    Social Security #:   
Trust Name and Date (if beneficiary is a trust):     
Trustee of Trust:         
 
2.  Name:% Share:
Address:          
Relationship:         
Date of Birth:    Social Security #:   
Trust Name and Date (if beneficiary is a trust):     
Trustee of Trust:         

I understand that payment will be made to my Contingent Beneficiary(ies) only if there is no surviving Primary Beneficiary(ies).

 
Participant’s Name (please print)       Date

 
Participant’s Signature




 If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.


 
 

 


[logo - American Funds®]

EXHIBIT D
 
3

Rate of Return Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds ________________________________________________________________] invested as follows:

     
 
FUNDS
% ALLOCATION
     
With respect to
AMCAP Fund, Inc.
%
future earnings, I
American Balanced Fund, Inc.
%
hereby elect to have
American High-Income Municipal Bond Fund, Inc. 
%
amounts credited to
American High-Income Trust
%
my Deferred
American Mutual Fund, Inc.
%
Payment Account(s)
The Bond Fund of America, Inc.
%
for the fund(s) listed
Capital Income Builder, Inc.
%
above invested in
Capital World Bond Fund, Inc.
%
Class A shares of
Capital World Growth and Income Fund, Inc.
%
the specified funds:
The Cash Management Trust of America*
%
 
EuroPacific Growth Fund
%
 
Fundamental Investors, Inc.
%
*I understand that if I
The Growth Fund of America, Inc.
%
serve on the Board
The Income Fund of America, Inc.
%
of a Money Market
Intermediate Bond Fund of America
%
Fund, I may only
The Investment Company of America
%
have amounts
Limited Term Tax-Exempt Bond Fund of America
%
credited to my
The New Economy Fund
%
Deferred Payment
New Perspective Fund, Inc.
%
Account for that
New World Fund, Inc.
%
Money Market Fund
SMALLCAP World Fund, Inc.
%
with respect to future
Short-Term Bond Fund of America, Inc. (available January 2007)
%
earnings invested in
The Tax-Exempt Bond Fund of America, Inc.
%
Class A shares of
The Tax-Exempt Fund of California
%
that particular Money
The Tax-Exempt Fund of Maryland
%
Market Fund.
The Tax-Exempt Fund of Virginia
%
 
The Tax-Exempt Money Fund of America, Inc.*
%
 
The U.S. Treasury Money Fund of America*
%
 
U.S. Government Securities Fund
%
 
Washington Mutual Investors Fund, Inc.
%

I have read and understand this Rate of Return Election Form. I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares. I further state that I have reviewed the prospectus for each designated mutual fund.

 
Name (please print)         Date

 
Signature
EX-99.G CUST AGREEMT 5 exhibitg.htm EXHIBIT G Exhibit G

GLOBAL CUSTODY AGREEMENT

This AGREEMENT is effective as of December 21, 2006, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank") and each of the investment companies and other pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnerships or other entities) managed by Capital Research and Management Company and listed on Appendix A hereto, as such Appendix may be amended from time to time (each a "Customer").

WHEREAS, each Customer is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets;

WHEREAS, each Customer desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, Bank as custodian on behalf of itself or those of its existing or additional series of shares that are also listed on Appendix A hereto (each such listed investment portfolio being referred to hereinafter as a “Portfolio”), and Bank has agreed to act as custodian for the Portfolios under the terms and conditions hereinafter set forth;

WHEREAS, for administrative purposes only, each Customer wishes to evidence its individual agreement with Bank in a single instrument, notwithstanding each Customer’s intention to be separately bound;

NOW THEREFORE, Bank and each Customer agree as follows:

Appointment of Custodian; Customer Accounts.

Customer hereby appoints Bank as its custodian for each Portfolio. Bank hereby accepts such appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2 hereof) shall establish and maintain the following accounts in the name of Customer on behalf of each Portfolio:

(a) a Custody Account for Securities and other Financial Assets (as such terms are defined in Section 2 hereof); and

(b) an account (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of the Portfolio, which cash shall not be subject to withdrawal by draft or check.

Customer warrants its authority on behalf of each Portfolio to: (i) deposit the Financial Assets and cash (collectively, "Assets") received in the Custody Account or the Deposit Account, as the case may be (collectively, “Accounts”) and (ii) give Instructions concerning the Accounts and such Instructions shall be clear as to which Portfolio they relate. Bank may deliver Financial Assets with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets deposited in the Custody Account.

Bank shall be accountable under the terms of this agreement to the Customer for all Assets held in the Accounts and shall take prompt and appropriate action to remedy any discrepancies with respect to such Assets. Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.


As used herein, the following terms shall have the following respective meanings:

(a) “Affiliate” shall mean an entity controlling, controlled by, or under common control with, another entity.

(b) Authorized Person" shall mean an employee or agent (including an investment manager) designated by prior written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.

(c) “Certificated Security” shall mean a Security that is represented by a certificate.

(d) “Custody Account” shall mean each custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.

(e) “Eligible Foreign Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall include any entity qualifying as such pursuant to an exemp-tion, rule or other appropriate action of the U.S. Securities and Exchange Commission).

(f) “Eligible Securities Depository” shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).

(g) “Eligible Contract” shall mean a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

(h) “Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

(i) “Financial Asset” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:
 
(i) a Security;
 
(ii) an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
 
(iii) any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement. Financial Asset shall in no event mean cash. 

(j) “Foreign Assets” shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect Customer’s transactions in those investments.

(k) Instructions" shall mean instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to Bank which Bank believes in good faith to have been given by, or under the direction of, Authorized Persons. The term "Instructions" includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.

(l) “Local Practice” shall mean the customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:
 
(i) delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;
 
(ii) delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or
 
(iii) in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.

(m) “Institutional Investor” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services. 

(n) “Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.

(o) “Rule 17f-5” shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.

(p) “Rule 17f-7” shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.

(q) “Security” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
 
(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
 
(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
 
(iii)  
which:
 
(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
 
(B) is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.

(r) “Securities Depository” means a clearing corporation that is registered with the U.S. Securities and Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies.

(s) “Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.

(t) “Securities Intermediary” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means Bank, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

(u) “Uncertificated Security” shall mean a Security that is not represented by a certificate.

(v) “Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time. 

3.
Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.

Unless Instructions specifically require another location reasonably acceptable to Bank:

(a) Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and

(b) Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.

Cash may be held pursuant to Instructions in such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law. To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself (or its Affiliates, in accordance with applicable law and regulation), at such commercially reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank.

If Customer wishes to have any Foreign Assets belonging to one or more Portfolios held in the custody of an institution other than the established Subcustodians as defined in Section 4 (or an Eligible Securities Depository listed on Schedule B hereto), such arrangement must be authorized by a written agreement, signed by Bank and Customer.

If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:

(c) at a minimum exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets;

(d) provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and

(e) require any Intermediary Custodian at a minimum to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Securities Entitlements of its Entitlement Holders.


(a) Bank may act under the Agreement through the subcustodians with which Bank has entered into Eligible Contracts and which are listed on Schedule A attached hereto (“Subcustodians”). Bank reserves the right, exercising reasonable care, prudence and diligence, to amend Schedule A from time to time. Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.

(b) Bank hereby represents to Customer that each Subcustodian is an Eligible Foreign Custodian. If Schedule A is amended to add one or more Subcustodians, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible Foreign Custodian.

(c) Customer authorizes Bank to hold Assets belonging to each Portfolio in accounts that Bank has established with one or more of its branches or such Subcusto-dians, provided that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not acting as Foreign Custody Manager for the relevant Portfolio at such time, Customer shall give Bank appropriate notice of such determinations.

5.  
Appointment as Foreign Custody Manager.

Customer hereby appoints Bank as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank shall act in conformity with such rule (including any amendments thereto or successor provisions) for as long as Bank acts as Customer’s Foreign Custody Manager. Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by Customer or Bank, regardless of whether Bank serves as custodian for such Portfolio hereunder. Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement. Bank shall not be obligated to serve in this capacity for a Portfolio if Bank no longer acts as Customer’s custodian for such Portfolio.

As of the date hereof, Rule 17f-5 provides that Customer may from time to time place or maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign Assets, provided that:

(a) Customer’s Foreign Custody Manager determines that Customer’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:

(i) The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for Certificated Securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;

(iii) The Eligible Foreign Custodian’s general reputation and standing; and

(iv) Whether Customer will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian’s consent to service of process in the United States.

(b) The arrangement with the Eligible Foreign Custodian is governed by a written contract that Customer’s Foreign Custody Manager, has determined will provide reasonable care for Customer’s assets based on the standards set forth in paragraph (a) above.

 
(i)
Such contract must provide:

(A) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Foreign Assets held in accordance with such contract;

(B) That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;

(C) That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

(D) That adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer;

(E) That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and

(F) That Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer.

(ii) Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that Customer’s Foreign Custody Manager, reasonably determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

(c) (i) Customer’s Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining Customer’s assets with a particular custodian under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.

(ii) If an arrangement no longer meets these requirements, Customer must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.
 
Customer’s Foreign Custody Manager will provide written reports in a form reasonably acceptable to Customer (or an Authorized Person) notifying Customer’s Board of Directors (or equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign Assets with a particular custodian and of any material change in Customer’s non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s non-U.S. custody arrangements.

Customer hereby confirms that Customer will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from Customer’s Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”). Customer also confirms that, if Bank is acting as Customer’s Foreign Custody Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to Customer’s Foreign Assets held under any custody arrangement covered by such Adverse Notification following the Adverse Notification. (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to Bank in relation to such Assets under other provisions of this Agreement.)

6. Securities Depositories.

(a) Bank hereby represents to Customer that each securities depository listed on Schedule B is an Eligible Securities Depository. If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.

(b) Bank shall provide Customer an analysis of the custody risks (which analyses may be provided to Customer electronically) associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank and at which any Foreign Assets of Customer are held or are expected to be held. Bank shall use reasonable efforts to provide such analysis at least annually on March 31st of each calendar year (or, in the case of an Eligible Securities Depository not used by Bank as of the agreed upon date, prior to the initial placement of Customer’s Foreign Assets at such Depository after such date). Bank shall monitor the custody risks associated with maintaining Custo-mer’s Foreign Assets at each such Eligible Securities Depository on a continuing basis, and shall promptly notify Customer or its investment adviser of any material changes in such risks.

(c) Bank shall, upon Customer’s reasonable request from time to time, provide certain additional information (“Additional Information”) to Customer beyond the scope of the information Bank is otherwise obligated to provide to Customer under this Agreement, or any other agreement between the parties relating to Customer’s Foreign Assets. For example, Additional Information may relate to a country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to Customer’s Foreign Assets.

(d) Bank’s obligation to provide Customer with Additional Information shall be limited to the extent Additional Information is (i) already in the possession of Bank, or (ii) available to Bank using commercially reasonable means. Customer hereby acknowledges that: (i) Additional Information is designed solely to inform Customer of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties. (For this purpose, “third parties” shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately transmitted information it had itself received from a third party (such as from a regulator or securities depository) rather than information it had generated itself.)

(e) Customer and Bank hereby acknowledge and agree that the decision to place Customer's Foreign Assets with an Eligible Securities Depository shall be made by Customer's investment adviser (subject to the Board's oversight) or the Customer, after consideration of the information provided by Bank and other information Customer deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board. Further, the parties understand that the decision to place Customer’s Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.

Use of Subcustodians and Securities Depositories.

(a) Bank shall identify the Assets on its books as belonging to Customer and identify the Portfolio to which such Assets belong.

(b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.

(c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian or its agent.

(d) Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian.

(e) Bank shall supply periodically, as mutually agreed upon, a statement in respect of any Securities and cash, including identification of the foreign entities having custody of the Securities and cash and descriptions thereof.


(a) Bank (or the applicable Subcustodian) shall make payments from the Deposit Account upon receipt of Instructions which include all information reasonably required by Bank.

(b) In the event that any payment to be made under this Section 8 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.

(c) Bank shall, or shall cause the applicable Subcustodian to: (i) subject to the last sentence hereof, collect all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) promptly credit to the account of Customer all income and other payments relating to Financial Assets or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or payments or as otherwise agreed in writing by Customer and Bank; and (iv) promptly endorse and deliver instruments required to effect such collections. If Bank credits the Deposit Account on a payable date, or at any time prior to actual collec-tion and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount pre-viously credited. Bank shall furnish regular overdue income reports to Customer in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of Customer if such amounts are not received by Bank (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice). Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but will reasonably notify Customer of any such proceedings known to Bank and may act for Customer upon Instructions after consultation with Customer.


(a) Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information reasonably required by Bank. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account shall be made in accordance with Local Practice. In connection with the foregoing, where Bank believes in good faith that use of a reasonably available alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, Bank shall advise Customer of such practice and Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.

(b) Bank shall effect book entries on a contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.

(i) Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by Bank in its discretion, after the contractual settlement date for the related transaction; provided however that prior to taking action, Bank will use every reasonable effort to give Customer written notice of any such reversal which may include back valuation.

(ii) If any Financial Assets delivered pursuant to this Section 9 are returned by the recipient thereof, Bank may reverse the credits and debits of the particular transaction at any time.


Bank shall follow Instructions received regarding Assets held in the Accounts. However, until it receives Instructions to the contrary, Bank shall:

(a) Present for payment any Financial Assets which are called, redeemed or retired or other-wise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is actually aware of such opportunities.

(b) Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.

(c) Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.

(d) Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.

(e) Issue statements to Customer, at times and in a form mutually agreed upon, identifying the Assets in the Accounts.

Bank shall promptly send Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.

All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer until such funds or other property have been received by Bank (or the applicable Subcustodian). Bank shall have no liability for any loss occasioned by delay (other than its own) in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other trans-action regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.


(a) Corporate Actions. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case.

When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

(b) Proxy Voting.

(i) Bank shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of Customer on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to Customer such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.

(ii) Bank shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting may not be available in all markets (it being understood that Bank shall make proxy voting services available to Customer in a given market where Bank offers such services to any other custody client), and (B) apart from voting, Bank will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall attempt to provide accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the same where Bank prepared the same in good faith and with reasonable efforts. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised. Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of Customer to exercise shareholder rights. In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.

(iii) Customer and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of Bank (or Subcustodians or other parties acting under Bank’s direction) in relation to proxy voting services.

(c) Taxes.

(i) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required to be deducted by any revenue or other govern-mental authority for whatever reason in respect of the Custody Account.

(ii) Customer shall provide Bank with all required tax-related documentation and other information relating to Assets held hereunder (“Tax Information”). Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio. Upon receipt of Instructions and all required Tax Information from Customer, Bank shall (A) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (B) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets. Customer warrants that, when given, Tax Information shall be true and correct in all material respects. Customer shall notify Bank promptly if any Tax Infor-mation requires updating or amendment to correct misleading information.

(iii) Bank shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by Customer

(iv) Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, in Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, Bank shall make tax reclaim services available to Customer in a given country where Bank offers such services to any other custody client having the same tax status. Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

(v) Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.

(vi) If Bank does not receive appropriate declarations, documentation and informa-tion then any applicable United States withholding tax shall be deducted from income received from Financial Assets.

(d) Class Actions.

(i) Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.

(ii) Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.

(iii) Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims. Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.

 

Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or Eligible Securities Depository, as the case may be. Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer. Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations. In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable. Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account. Financial Assets accepted by Custodian on behalf of a Portfolio under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.

13. Instructions.

Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Cus-tomer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank's failure to produce such confirmation at any subsequent time. Bank shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.


(a) Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to Customer for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by Customer resulting from failure of Bank (including any branch thereof, regardless of location) to exercise such reasonable care and diligence. Bank shall be liable to Customer in respect of such Losses to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, but only to the extent of Customer’s direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by Customer and without reference to any special conditions or circumstances.

(b) Bank shall be liable to Customer for all Losses resulting from the action or inaction of any Subcustodian to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, and such action or inaction were that of the Bank or the fraud or willful default of such Subcustodian.

(c) As long as and to the extent that it has exercised reasonable care and acted in good faith, Bank shall not be responsible for:

(i) the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by Bank in accordance with Local Practice for the particular Financial Asset in question;

(ii) any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints and which is not a branch or Affiliate of the Bank; it being understood that Bank or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection and continued retention of any such broker or agent; or

(iii) the insolvency of any Subcustodian which is not a branch or Affiliate of Bank; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where Bank used reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its most recently published financial statements and other publicly available financial information.

(d) Neither Bank nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository). In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible Securities Depository.

(e) In no event shall Bank incur liability hereunder if Bank or any Subcustodian, or any nominee of Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:

(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or

(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a “Force Majeure Event”).

Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).

(f) In no event shall Customer incur liability to Bank if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.

(g) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which Bank is authorized to rely pur-suant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to Bank under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.

(h) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed, and, subject to the following sentence, shall be entitled to rely on and may act upon advice of counsel (which may be counsel for Customer) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice. If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank and shall be without liability for action reasonably taken or omitted pursuant to such advice.

(i) Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that Bank has complied with the standard of care set forth in Section 14(a) of this Agreement (it being understood that while Bank’s failure to comply with such standard of care shall constitute a breach of this Agreement, Bank shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).

(j) Bank need not maintain any insurance for the benefit of Customer.

(k) Without limiting the foregoing, Bank shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.

(l) Consistent with and without limiting the application of the foregoing paragraphs of this Section 14, it is specifically acknowledged that Bank shall have no duty or responsibility to:

(i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;

(ii) supervise or make recommendations with respect to investments or the retention of Financial Assets;

(iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 8(c) hereof;

(iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank receives an Instruction to deliver Financial Assets;

(v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank;

(vi) advise Customer or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of Bank (or any Affiliate of Bank) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and

(vii) advise Customer or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of Bank (or any Affiliate of Bank) who is not engaged directly in the provision of global custody services.

(m) Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide broker-age services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein; provided that none of such services or actions would violate applicable laws or regulations.

(n) Upon the occurrence of any event which causes or may cause any Loss to the other party, each of Customer and Bank shall (and Bank shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party. For this purpose, the obligations of Customer and Bank to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by Bank and Customer (or Authorized Persons) of statements provided to Customer under Section 10 of this Agreement; provided, however, that Bank's obligations to Customer with respect to any transaction covered by a given statement shall be reduced to the extent that Bank's ability to mitigate damages related to such transaction has been compromised by Customer’s failure to object to such statement within 180 days of Customer’s receipt thereof.


Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually agreed upon in writing. Customer agrees to reimburse Bank for its reasonable out-of-pocket or incidental expenses (including, without limitation, legal fees) incurred on behalf of Customer, provided that, in respect of such expenses, Bank has acted in conformity with the standard of care set forth in Section 14 hereof. Bank shall obtain Customer’s prior approval, which approval shall not be unreasonably withheld, of out-of-pocket or incidental expenses that Bank reasonably expects to exceed $10,000 or that approaches $10,000 during the process of incurring such expenses. In the latter case, Customer shall not withhold its approval on the ground that Bank had not obtained Customer’s approval prior to beginning to incur such expenses if Bank believed in good faith that the subject expenses would not exceed $10,000. Subject to the foregoing, Bank shall have a lien on and is authorized to charge or otherwise enforce its rights as lienholder against Assets in any Accounts of the Customer for any amount owing in respect of such Account by the Customer to the Bank under any provision of this Agreement.


(a) Foreign Exchange Transactions Other Than as Principal. Upon receipt of Instructions, Bank shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as Customer may determine and direct pursuant to Instructions. Bank shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records in accordance with this Agreement. Bank shall have no duty with respect to the selection of currency brokers or banking institutions with which Customer deals on behalf of its Portfolio or, as long as Bank acts in accordance with Instructions, for the failure of such brokers or banking institutions to comply with the terms of any contract or option.

(b) Foreign Exchange Transactions as Principal. Bank shall not be obligated to enter into foreign exchange transactions as principal. However, if and to the extent that Bank makes available to Customer its services as principal in foreign exchange transactions, upon receipt of Instructions, Bank shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of Customer on behalf of its Portfolio with Bank as principal. Instructions may be issued with respect to such contracts but Bank may establish rules or limitations concerning any foreign exchange facility made available. Bank shall be responsible for the selection of currency brokers or banking institutions (which may include Affiliates of Bank and Subcustodians) and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.

(c) Certification of Residency, etc. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(d) Custodian’s Records; Access to Records. Bank shall provide any assistance reasonably requested by Customer in the preparation of reports to Customer’s shareholders and others, audits of accounts, and other ministerial matters of like nature. Bank shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of Customer as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act. All such books and records maintained by Bank shall be made available to Customer upon request and shall, where required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. Bank shall allow Customer's independent public accountant reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs. Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer's books and records. Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”). Bank shall use commercially reasonable efforts to obtain and furnish Customer with such similar reports as Customer may reasonably request with respect to each Subcustodian holding Assets of Customer. Except as respects Bank’s SAS 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision. Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.

(e) Confidential Information. The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party. Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that is generally furnished to third parties by the providing party without confidentiality restriction, or that is required to be disclosed by any bank examiner of Bank or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, Customer and any Authorized Person shall be permitted to disclose any information provided by Bank hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.

(f) Governing Law; Successors and Assigns; Immunity; Captions. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either party, but shall bind the successors in interest of Customer and Bank. To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer or Bank, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity. The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.

(g) Entire Agreement. This Agreement consists exclusively of this document (including Appendix A and Schedules A and B hereof). There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.

(h) Severability. In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

(i) Waiver. Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

(j) Representations and Warranties.

(i) Customer hereby represents and warrants to Bank that: (A) it has full power and authority to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it has taken all necessary action to authorize the execution and delivery hereof.

(ii) Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.

(k) Notices. All notices hereunder shall be effective when actually received. Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, N.Y. 10081, Attention: _____________, Vice President, Worldwide Securities Services, Investment Management Group; and (b) Customer: [Name of Customer], c/o Capital Research and Management Company, Attention: Carmelo Spinella, Senior Vice President, 135 South State College Boulevard, Brea, CA 92821-5804; with a copy to: Donald H. Rolfe, Counsel, Capital Research and Management Company, 333 S. Hope Street, 55th Floor, Los Angeles, CA 90071.

(l) Termination. This Agreement may be terminated as to one or more Portfolios by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios in the Accounts. If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios. In either case Bank shall deliver the Assets belonging to the affected Portfolios to the persons so specified, after deducting any uncontested amounts which Bank determines in good faith to be owed to it under Section 15. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. If within sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios, Bank, at its election, may deliver such Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold such Assets until Instructions are provided to Bank. For avoidance of doubt, each Customer, Portfolio or the Bank may terminate this Agreement pursuant to its provisions and the Agreement shall survive such termination in respect of the remaining Customers and Portfolios that have not so terminated or been terminated.

(m) Representative Capacity; Non-recourse Obligations. A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH CUSTOMER’S RESPECTIVE PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.

(n) Several Obligations of each Customer and Portfolio. WITH RESPECT TO ANY OBLIGATIONS OF A CUSTOMER ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, BANK SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY SUCH OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH THAT CUSTOMER HAD SEPARATELY CONTRACTED WITH BANK BY SEPARATE WRITTEN AGREEMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. THE RIGHTS AND BENEFITS TO WHICH A GIVEN PORTFOLIO IS ENTITLED HEREUNDER SHALL BE SOLELY THOSE OF SUCH PORTFOLIO AND NO OTHER PORTFOLIO HEREUNDER SHALL RECEIVE SUCH BENEFITS.

(o) Information Concerning Deposits at Bank. Bank’s London Branch is a member of the United Kingdom Deposit Protection Scheme (the “Scheme”) established under Banking Act 1987 (as amended). The Scheme provides that in the event of Bank’s insolvency, payments may be made to certain customers of Bank’s London Branch. Payments under the Scheme are limited to 90% of a depositor’s total cash deposits subject to a maximum payment to any one depositor of £18,000 (or euro 20,000 if greater). Most deposits denominated in sterling and other European Economic Area Currencies and euros made with Bank within the United Kingdom are covered. Further details of the Scheme are available on request. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with applicable law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

(p) Information Relating to Divisions. Upon written request by Customer, the Bank shall use commercially reasonable efforts to provide information regarding portfolio holdings, portfolio trades and proxy voting in a format that is both technically practicable and reasonably acceptable to Customer so as to allow each investment division of Capital Research and Management Company to receive solely such information as is relevant to its own operations. Customer shall pay reasonable expenses of Bank arising from this section, provided that estimates of such expenses are approved by the Customer before the expenses are incurred.


IN WITNESS WHEREOF, each of the Customers and Bank have executed this Agreement as of the date first-written above. Execution of this Agreement by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Agreement shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.


EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS

By: CAPITAL RESEARCH AND MANAGEMENT COMPANY



By:____________________________________
Name: Carmelo Spinella
Title: Senior Vice President


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


By:________________________________________
Name:
Title:




APPENDIX A

CUSTOMERS AND PORTFOLIOS

Dated as of December 21, 2006


The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.

CUSTOMER PORTFOLIO:
EFFECTIVE AS OF:
AMCAP Fund, Inc.
12/26/2006
EuroPacific Growth Fund
12/26/2006
New Perspective Fund, Inc.
12/26/2006
New World Fund, Inc.
12/26/2006
American Mutual Fund, Inc.
12/26/2006
Capital World Growth and Income Fund, Inc.
12/26/2006
The Investment Company of America
12/26/2006
Capital Income Builder, Inc.
12/26/2006
The Income Fund of America, Inc.
12/26/2006
American Balanced Fund, Inc.
12/26/2006
American High Income Trust
12/26/2006
The Bond Fund of America, Inc.
12/26/2006
Capital World Bond Fund, Inc.
12/26/2006
Intermediate Bond Fund of America
12/26/2006
U.S. Government Securities Fund
12/26/2006
American High-Income Municipal Bond Fund, Inc.
12/26/2006
Limited Term Tax-Exempt Bond Fund of America
12/26/2006
The Tax-Exempt Bond Fund of America, Inc.
12/26/2006
The Tax-Exempt Fund of California
12/26/2006
The Cash Management Trust of America
12/26/2006
The Tax-Exempt Money Fund of America
12/26/2006
The U.S. Treasury Money Fund of America
12/26/2006
Endowments - Equity Portfolio
12/26/2006
Endowments - Fixed Income Portfolio
12/26/2006
Short-Term Bond Fund of America, Inc.
12/26/2006


IN WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix A as of the date first-written above. Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.

EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS

By: CAPITAL RESEARCH AND MANAGEMENT COMPANY



By:____________________________________
Name:
Title:

JPMORGAN CHASE BANK, N.A.


By:________________________________________
Name:
Title:


SCHEDULE A

SUBCUSTODIANS

 
COUNTRY
 
 
SUB-CUSTODIAN
 
 
CASH CORRESPONDENT BANK
 
ARGENTINA
HSBC Bank Argentina S.A.
Florida 201, 7th Floor
1005 Buenos Aires
ARGENTINA
 
HSBC Bank Argentina S.A.
Buenos Aires
AUSTRALIA
JPMorgan Chase Bank, N.A.**
Level 37
AAP Center 259, George Street
Sydney NSW 2000
AUSTRALIA
 
Australia and New Zealand Banking Group Ltd.
Melbourne
AUSTRIA
Bank Austria Creditanstalt AG
Julius Tandler Platz - 3
A-1090 Vienna
AUSTRIA
 
J.P. Morgan AG
Frankfurt
BAHRAIN
HSBC Bank Middle East Limited
1st Floor, Building No 2505, Road No 2832
Al Seef 428
BAHRAIN
 
National Bank of Bahrain
Manama
BANGLADESH
Standard Chartered Bank
18-20 Motijheel C.A
Box 536
Dhaka-1000
BANGLADESH
 
Standard Chartered Bank
Dhaka
BELGIUM
Fortis Bank (Nederland) N.V.
Rokin 55
1012KK Amsterdam
THE NETHERLANDS
 
J.P. Morgan AG
Frankfurt
BERMUDA
The Bank of Bermuda Limited
6 Front Street
Hamilton HMDX
BERMUDA
 
The Bank of Bermuda Limited
Hamilton
BOTSWANA
Barclays Bank of Botswana Limited
Barclays House, Khama Crescent
Gaborone
BOTSWANA
 
Barclays Bank of Botswana Limited
Gaborone
BRAZIL
HSBC Bank Brasil S.A. Banco Multiplo
Avenida Brigadeiro Faria Lima 3064, 2nd Floor
Sao Paulo, SP 01451-000
BRAZIL
 
HSBC Bank Brasil S.A. Banco Multiplo
Sao Paulo
BULGARIA
ING Bank N.V.
Sofia Branch
12 Emil Bersinski Street
Ivan Vazov Region
1408 Sofia
BULGARIA
 
ING Bank N.V.
Sofia
CANADA
Canadian Imperial Bank of Commerce
Commerce Court West
Security Level
Toronto, Ontario M5L 1G9
CANADA
 
Royal Bank of Canada
Toronto
 
Royal Bank of Canada
200 Bay Street, Suite 1500
15th Floor
Royal Bank Plaza, North Tower
Toronto Ontario M5J 2J5
CANADA
 
Royal Bank of Canada
Toronto
CHILE
Citibank, N.A.
Av. Andres Bello 2687 5th Floor
Las Condes
Santiago
CHILE
 
Citibank, N.A
Santiago
CHINA - SHANGHAI
The Hongkong and Shanghai Banking
Corporation Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
 
JPMorgan Chase Bank, N.A.
New York (for B-Share Market)
 
The Hongkong and Shanghai Banking
Corporation Limited
Shanghai (for A-Share Market)
CHINA - SHENZHEN
The Hongkong and Shanghai Banking
Corporation Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
 
JPMorgan Chase Bank, N.A.
Hong Kong (for B-Share Market)
 
The Hongkong and Shanghai Banking
Corporation Limited
Shanghai (for A-Share Market)
COLOMBIA
Santander Investment Trust Colombia S.A.
Calle 12, No. 7-32, Piso 3
Bogota
COLOMBIA
 
Santander Investment Trust Colombia S.A.
Bogota
CROATIA
Privredna banka Zagreb d.d.
Savska c.28
10000 Zagreb
CROATIA
 
Privredna banka Zagreb d.d.
Zagreb
CYPRUS
Marfin Popular Bank Public Company Ltd.
154 Limassol Avenue
P.O. Box 22032
CY-1598 Nicosia
CYPRUS
 
Marfin Popular Bank Public Company Ltd.
Nicosia
CZECH REPUBLIC
HVB Bank Czech Republic a.s.
Revolucni 7
110 05 Prague 1
CZECH REPUBLIC
 
Ceskoslovenska obchodni banka, a.s.
Prague
DENMARK
Danske Bank A/S
2-12 Holmens Kanal
DK 1092 Copenhagen K
DENMARK
 
Nordea Bank Danmark A/S
Copenhagen
EGYPT
Citibank, N.A.
4 Ahmed Pasha Street
Garden City
Cairo
EGYPT
 
Citibank, N.A.
Cairo
ESTONIA
Hansabank
Liivalaia 8
EE0001 Tallinn
ESTONIA
 
Esti Uhispank
Tallinn
FINLAND
Skandinaviska Enskilda Banken AB (publ)
Unioninkatu 30
FIN-00101 Helsinki
FINLAND
 
J.P. Morgan AG
Frankfurt
FRANCE
BNP Paribas Securities Services S.A.
Ref 256
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
 
J.P. Morgan AG
Frankfurt
 
Societe Generale
50 Boulevard Haussman
75009 Paris
FRANCE
 
J.P. Morgan AG
Frankfurt
GERMANY
Deutsche Bank AG
Alfred-Herrhausen-Allee 16-24
D-65760 Eschborn
GERMANY
 
J.P. Morgan AG
Frankfurt
 
J.P. Morgan AG#**
Junghofstrasse 14
60311 Frankfurt am Main
GERMANY
# For local German custody clients only.
 
J.P. Morgan AG
Frankfurt
GHANA
Barclays Bank of Ghana Limited
Barclays House, High Street
Accra
GHANA
 
Barclays Bank of Ghana Limited
Accra
GREECE
HSBC Bank plc
Messogion 109-111
11526 Athens
GREECE
 
J.P. Morgan AG
Frankfurt
HONG KONG
The Hongkong and Shanghai Banking
Corporation Limited
36th Floor, Sun Hung Kai Centre
30 Harbour Road
Wan Chai
HONG KONG
 
JPMorgan Chase Bank, N.A.
Hong Kong
HUNGARY
Deutsche Bank Zrt.
Hold utca 27
H-1054 Budapest
HUNGARY
 
ING Bank Rt.
Budapest
ICELAND
Glitnir banki hf.
Kirkjusandur 2
155 Reykjavik
ICELAND
 
Glitnir banki hf.
Reykjavik
INDIA
The Hongkong and Shanghai Banking
Corporation Limited
Sudam Kalu Ahire Marg,
Worli Mumbai 400 030
INDIA
 
The Hongkong and Shanghai Banking
Corporation Limited
Mumbai
 
Standard Chartered Bank
23-25 Mahatma Ghandi Road
Mumbai 400 001
INDIA
 
Standard Chartered Bank
Mumbai
INDONESIA
The Hongkong and Shanghai Banking
Corporation Limited
Menara Mulia 19th Floor
Jalan Jendral Gatot Subroto Kav 9-11
Jakarta 12930
INDONESIA
 
The Hongkong and Shanghai Banking
Corporation Limited
Jakarta
IRELAND
Bank of Ireland
New Century House
Mayor Street Lower
International Financial Services Centre
Dublin 1
IRELAND
 
J.P. Morgan AG
Frankfurt
ISRAEL
Bank Leumi le-Israel B.M.
35, Yehuda Halevi Street
61000 Tel Aviv
ISRAEL
 
Bank Leumi le-Israel B.M.
Tel Aviv
ITALY
Banca Intesa Spa
6, Piazza della Scala
20121 Milan
ITALY
 
J.P. Morgan AG
Frankfurt
IVORY COAST
Societe Generale de Banques en Cote d’Ivoire
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
 
Societe Generale
Paris
*JAMAICA*
FirstCaribbean International Securities Limited
23-27 Knutsford Blvd.
Kingston 10
JAMAICA
 
FirstCaribbean International Securities Limited
Kingston
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
JAPAN
Mizuho Corporate Bank, Limited
6-7 Nihonbashi-Kabutocho
Chuo-Ku
Tokyo 103
JAPAN
 
JPMorgan Chase Bank, N.A.
Tokyo
 
The Bank of Tokyo-Mitsubishi UFJ, Limited
3-2 Nihombashi Hongkucho 1-chome
Chuo-ku
Tokyo 103
JAPAN
 
JPMorgan Chase Bank, N.A.
Tokyo
JORDAN
Arab Bank Plc
P O Box 950544-5
Amman
Shmeisani
JORDAN
 
Arab Bank Plc
Amman
KAZAKHSTAN
SB HSBC Bank Kazakhstan JSC
43 Dostyk Avenue
Almaty 050010
KAZAKHSTAN
 
SB HSBC Bank Kazakhstan JSC
Almaty
KENYA
Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Limited
Mezzanine 3, Barclays Plaza, Loita Street
Nairobi
KENYA
 
Barclays Bank of Kenya Limited
Nairobi
KUWAIT
HSBC Bank Middle East Limited
G/1/2 Floors
Kharafi Tower, Qibla Area
Osama Bin Munkez Street
Safat 13017
KUWAIT
 
HSBC Bank Middle East Limited
Safat
LATVIA
Hansabanka
Balasta dambis 1a
Riga, LV-1048
LATVIA
 
Hansabanka
Riga
LEBANON
HSBC Bank Middle East Limited
HSBC Main Building
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
 
JPMorgan Chase Bank, N.A.
New York
LITHUANIA
SEB Vilniaus Bankas
12 Gedimino pr.
LT 2600 Vilnius
LITHUANIA
 
SEB Vilniaus Bankas
Vilnius
LUXEMBOURG
Fortis Banque Luxembourg S.A.
50 Avenue J.F. Kennedy
L-2951
LUXEMBOURG
 
J.P. Morgan AG
Frankfurt
MALAYSIA
HSBC Bank Malaysia Berhad
2 Leboh Ampang
50100 Kuala Lumpur
MALAYSIA
 
HSBC Bank Malaysia Berhad
Kuala Lumpur
MALTA
HSBC Bank Malta p.l.c.
233 Republic Street
Valletta VLT 05
MALTA
 
HSBC Bank Malta p.l.c.
Valletta
MAURITIUS
The Hongkong and Shanghai Banking
Corporation Limited
5/F Les Cascades Building
Edith Cavell Street
Port Louis
MAURITIUS
 
The Hongkong and Shanghai Banking
Corporation Limited
Port Louis
MEXICO
Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800 3er Piso Norte
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO
 
BBVA Bancomer, S.A.
Mexico, D.F.
MOROCCO
Attijariwafa Bank S.A.
163 avenue Hassan II
Casablanca 20000
MOROCCO
 
Attijariwafa Bank S.A.
Casablanca
NAMIBIA 
Standard Bank Namibia Limited
Mutual Platz
Cnr. Stroebel and Post Streets
P.O.Box 3327
Windhoek
NAMIBIA
 
Standard Bank of Namibia Limited
Windhoek
NETHERLANDS
KAS Bank N.V.
Spuistraat 172
1012 VT Amsterdam
NETHERLANDS
 
J.P. Morgan AG
Frankfurt
NEW ZEALAND
National Australia Bank Limited
National Nominees Limited
Level 2 BNZ Tower
125 Queen Street
Auckland
NEW ZEALAND
 
Westpac Banking Corporation
Wellington
*NIGERIA*
Stanbic Bank Nigeria Limited
Plot 688
Amodu Tijani Street
Victoria Island
Lagos
NIGERIA
 
The Standard Bank of South Africa Limited
Johannesburg
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
NORWAY
DnB NOR Bank ASA
Stranden 21
PO Box 1171 Sentrum
N-0107 Oslo
NORWAY
 
Nordea Bank Norge ASA
Oslo
OMAN
HSBC Bank Middle East Limited
Bait Al Falaj Main Office
Ruwi PC 112
OMAN
 
HSBC Bank Middle East Limited
Ruwi
PAKISTAN
Citibank, N.A.
AWT Plaza
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
 
Citibank, N.A.
Karachi
 
Deutsche Bank AG
Unitowers
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
 
Deutsche Bank AG
Karachi
 
Standard Chartered Bank
Box 4896
Ismail Ibrahim Chundrigar Road
Karachi 74000
PAKISTAN
 
Standard Chartered Bank
Karachi
PANAMA
HSBC Bank (Panama) S.A.
Plaza HSBC Building, 9th Floor
Aquilino de la Guardia Street and 47th Street
Panama City
PANAMA
HSBC Bank (Panama) S.A.
Panama City
PERU
Citibank del Peru S.A.
Camino Real 457
Torre Real - 5th Floor
San Isidro, Lima 27
PERU
 
Banco de Credito del Peru
Lima
PHILIPPINES
The Hongkong and Shanghai Banking
Corporation Limited
30/F Discovery Suites
25 ADB Avenue
Ortigas Center
Pasig City, Manila
PHILIPPINES
 
The Hongkong and Shanghai Banking
Corporation Limited
Manila
POLAND
Bank Handlowy w. Warszawie S.A.
ul. Senatorska 16
00-923 Warsaw 55
POLAND
 
Bank Rozwoju Eksportu S.A.
Warsaw
PORTUGAL
Banco Espirito Santo, S.A
7th floor
Rua Castilho, 26
1250-069 Lisbon
PORTUGAL
 
J.P. Morgan AG
Frankfurt
QATAR
HSBC Bank Middle East Limited
810 Abdulla Bin Jassim Street
P. O. Box 57
Doha
QATAR
 
HSBC Bank Middle East Limited
Doha
ROMANIA
ING Bank N.V.
13-15 Kiseleff Avenue
011342 Bucharest 1
ROMANIA
 
ING Bank N.V.
Bucharest
*RUSSIA*
J.P. Morgan Bank International**
(Limited Liability Company)
Building 2/1, 8th floor
Paveletskaya Square
113054 Moscow
RUSSIA
 
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
 
ING Bank (Eurasia) ZAO
(Closed Joint Stock Company)
36 Krasnoproletarskaya ulitsa
127473 Moscow
RUSSIA
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA
The Saudi British Bank
P.O. Box 9084
Riyadh 11413
SAUDIA ARABIA
The Saudi British Bank
Riyadh
SERBIA
HVB Bank Serbia a Montenegro a.d.
Rajiceva 27-29
11000 Belgrade
SERBIA AND MONTENEGRO
 
HVB Bank Serbia a Montenegro a.d.
Belgrade
SINGAPORE
DBS Bank Ltd.
180 Clemenceau Avenue #03-01
Haw Par Centre
239922
SINGAPORE
 
Oversea-Chinese Banking Corporation
Singapore
SLOVAK REPUBLIC
HVB Bank Slovakia a.s.
Mostova 6
SK-814 16 Bratislava
SLOVAK REPUBLIC
 
Vseobecno Uverova Banka S.A.
Bratislava
SLOVENIA
Bank Austria Creditanstalt d.d. Ljubljana
Smartinska 140
SI-1000 Ljubljana
SLOVENIA
 
Bank Austria Creditanstalt d.d. Ljubljana
Ljubljana
SOUTH AFRICA
FirstRand Bank Limited 
1 Mezzanine Floor, 3 First Place, Bank City
Cnr Simmonds and Jeppe Streets
Johannesburg 2001
SOUTH AFRICA
 
The Standard Bank of South Africa Limited
Johannesburg
SOUTH KOREA
Standard Chartered First Bank Korea Limited
100 KongPyung-dong ChongRo-Gu
Seoul 110-702
SOUTH KOREA
 
Standard Chartered First Bank Korea Limited
Seoul
SPAIN
Santander Investment, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Boadilla del Monte
28660 Madrid
SPAIN
 
J.P. Morgan AG
Frankfurt
SRI LANKA
The Hongkong and Shanghai Banking
Corporation Limited
24 Sir Baron Jayatillaka Mawatha
Colombo 1
SRI LANKA
 
The Hongkong and Shanghai Banking
Corporation Limited
Colombo
SWEDEN
Skandinaviska Enskilda Banken AB (publ)
Sergels Torg 2
SE-106 40 Stockholm
SWEDEN
 
Svenska Handelsbanken
Stockholm
SWITZERLAND
UBS AG
45 Bahnhofstrasse
8021 Zurich
SWITZERLAND
 
UBS AG
Zurich
TAIWAN
JPMorgan Chase Bank, N.A.**
8th Floor, Cathay Xin Yi Trading Building
No. 108, Section 5, Hsin Yi Road
Taipei 110
TAIWAN
 
JPMorgan Chase Bank, N.A.
Taipei
THAILAND
Standard Chartered Bank (Thai) Public Company Limited
14th Floor, Zone B
Sathorn Nakorn Tower
100 North Sathorn Road Bangrak
Bangkok 10500
THAILAND
 
Standard Chartered Bank (Thai) Public Company Limited
Bangkok
TUNISIA
Banque Internationale Arabe de Tunisie, S.A.
70-72 Avenue Habib Bourguiba
P.O. Box 520
1080 Tunis Cedex
TUNISIA
 
Banque Internationale Arabe de Tunisie, S.A.
Tunis
TURKEY
Citibank A.S.
Turkiye Main Branch
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
 
JPMorgan Chase Bank, N.A.
Istanbul
*UKRAINE*
ING Bank Ukraine
30-A Spaska Street
04070 Kiev
UKRAINE
 
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES
HSBC Bank Middle East Limited
P.O. Box 66
312/45 Al Souq Road
Bur Dubai
Dubai
UNITED ARAB EMIRATES
 
The National Bank of Abu Dhabi
Abu Dhabi
UNITED KINGDOM.
JPMorgan Chase Bank, N.A.**
1 Tallis Street
London EC4Y 5AJ
UNITED KINGDOM
 
National Westminster Bank
London
 
Deutsche Bank AG
The Depository and Clearing Centre
Lower Ground Floor
27 Leadenhall Street
London EC3A 1AA
UNITED KINGDOM
Varies by currency
UNITED STATES
JPMorgan Chase Bank, N.A.**
4 New York Plaza
New York
NY 10004
U.S.A.
 
JPMorgan Chase Bank, N.A.
New York
URUGUAY
BankBoston, N.A.
Zabala 1463
Montevideo
URUGUAY
 
BankBoston, N.A
Montevideo.
VENEZUELA
Citibank, N.A.
Centro Comercial El Recreo
Torre Norte, Piso 20
Avda. Casanora, Sabana Grande
Caracas 1050 D.C.
VENEZUELA
 
Citibank, N.A.
Caracas
VIETNAM
The Hongkong and Shanghai Banking
Corporation Limited
75 Pham Hong Thai, District 1
Ho Chi Minh City
VIETNAM
 
The Hongkong and Shanghai Banking
Corporation Limited
Ho Chi Minh City
ZAMBIA
Barclays Bank Zambia Plc
Kafue House, Cairo Road
Lusaka
ZAMBIA
 
Barclays Bank Zambia Plc
Lusaka
ZIMBABWE
Barclays Bank of Zimbabwe Limited
Corporate Centre
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
 
Barclays Bank of Zimbabwe Limited
Harare



SCHEDULE B

ELIGIBLE SECURITIES DEPOSITORIES

 
COUNTRY
 
 
DEPOSITORY
 
 
INSTRUMENTS
 
ARGENTINA
CVSA
(Caja de Valores S.A.)
 
Equity, Corporate Debt, Government Debt
 
CRYL
(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)
 
Government Debt 
AUSTRALIA
Austraclear Limited
Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 
CHESS
(Clearing House Electronic Sub-register System)
 
Equity
AUSTRIA
OeKB
(Oesterreichische Kontrollbank AG)
 
Equity, Corporate Debt, Government Debt
BAHRAIN
CSDR
(Clearing, Settlement, Central Depository and Registry System)
 
Equity
BANGLADESH
CDBL
(Central Depository Bangladesh Limited)
Equity, Government Debt
BELGIUM
Euroclear Belgium
 
Equity, Corporate Debt
 
NBB
(National Bank of Belgium)
 
Corporate Debt, Government Debt
BERMUDA
 
BSD
(Bermuda Securities Depository)
 
Equity
 
BRAZIL
CBLC
(Companhia Brasileira de Liquidacao e Custodia)
 
Equity
 
CETIP
(Central de Custodia e de Liquidacao Financiera de Titulos Privados)
 
Corporate Debt
 
SELIC
(Sistema Especial de Liquidacao e Custodia)
 
Government Debt
BULGARIA
BNB
(Bulgaria National Bank)
 
Government Debt
 
CDAD
(Central Depository A.D.)
 
Equity, Corporate Debt
CANADA
CDS
(The Canadian Depository for Securities Limited)
 
Equity, Corporate, Government Debt
CHILE
DCV
(Deposito Central de Valores S.A.)
 
Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI
CSDCC, Shanghai Branch
(China Securities Depository and Clearing Corporation Limited, Shanghai Branch)
 
Equity
CHINA, SHENZHEN
CSDCC, Shenzhen Branch
(China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)
 
Equity
COLOMBIA
DCV
(Deposito Central de Valores)
 
Government Debt
 
DECEVAL
(Deposito Centralizado de Valores de Colombia S.A.)
 
Equity, Corporate Debt, Government Debt
CROATIA
CDA
(Central Depository Agency Inc. - Stredisnja depozitarna agencija d.d.)
 
Equity, Corporate Debt, Government Debt
CYPRUS
CSD
(Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
CZECH REPUBLIC
SCP
(Stredisko cennych papiru - Ceska republica)
 
Equity, Corporate Debt, Government Debt
 
CNB
(Czech National Bank)
 
Government Debt
DENMARK
VP
(Vaerdipapircentralen A/S)
 
Equity, Corporate Debt, Government Debt
EGYPT
MCSD
(Misr for Clearing, Settlement and Depository)
 
Equity, Corporate Debt
 
CBE
(Central Bank of Egypt)
Government Debt
ESTONIA
ECDS
(Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium)
 
Equity, Corporate Debt, Government Debt
EUROMARKET
CBL
(Clearstream Banking, S.A.)
 
Internationally Traded Debt, Equity
 
Euroclear Bank S.A./N.V.
 
Internationally Traded Debt, Equity
FINLAND
APK
(Finnish Central Securities Depository Limited)
 
Equity, Corporate Debt, Government Debt
FRANCE
Euroclear France
 
Equity, Corporate Debt, Government Debt
GERMANY
CBF
(Clearstream Banking AG)
 
Equity, Corporate Debt, Government Debt
GREECE
CSD
(Central Securities Depository S.A.)
 
Equity, Corporate Debt, Government Debt
 
BoG
(Bank of Greece)
 
Government Debt
HONG KONG
HKSCC
(Hong Kong Securities Clearing Company Limited)
 
Equity
 
CMU
(Central Moneymarkets Unit)
 
Corporate Debt, Government Debt
HUNGARY
KELER Zrt.
(Central Clearing House and Depository (Budapest) Zrt. - Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.)
 
Equity, Corporate Debt, Government Debt
ICELAND
ISD
(The Islandic Securities Depository)
 
Equity, Corporate Debt, Government Debt
INDIA
NSDL
(National Securities Depository Limited)
 
Equity, Corporate Debt, Government Debt
 
CDSL
(Central Depository Services (India) Limited)
 
Equity
 
RBI
(Reserve Bank of India)
 
Government Debt
INDONESIA
KSEI
(PT Kustodian Sentral Efek Indonesia)
 
Equity, Corporate Debt
 
Bank Indonesia
Government Debt
IRELAND
CREST
(CRESTCo Limited)
 
Equity, Corporate Debt
ISRAEL
TECH
(Tel Aviv Stock Exchange Clearing House Ltd.)
 
Equity, Corporate Debt, Government Debt
ITALY
Monte Titoli S.p.A.
 
Equity, Corporate Debt, Government Debt
IVORY COAST
DC/BR
(Le Depositaire Central / Banque de Reglement)
 
Equity
JAMAICA
JCSD
(Jamaica Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
JAPAN
JASDEC
(Japan Securities Depository Center, Incorporated)
 
Equity, Convertible Debt
 
BoJ
(Bank of Japan)
 
Registered Government Debt
 
JSSC
(Japan Securities Settlement and Custody, Inc.)
Foreign Securities
JORDAN
SDC
(Securities Depository Center)
 
Equity, Corporate Debt
KAZAKHSTAN
CSD
(Central Securities Depository CJSC)
 
Equity
KENYA
CBCD
(Central Bank Central Depository)
 
Government Debt
 
CDSC
(Central Depository & Settlement Corporation Limited)
 
Equity, Corporate Debt
KUWAIT
KCC
(The Kuwait Clearing Company S.A.K.)
 
Equity, Corporate Debt
LATVIA
LCD
(Latvian Central Depository)
 
Equity, Corporate Debt, Government Debt
LEBANON
Midclear S.A.L.
(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)
 
Equity
 
BDL
(Banque du Liban)
Government Debt
LITHUANIA
CSDL
(Central Securities Depository of Lithuania)
 
Equity, Corporate Debt, Government Debt
LUXEMBOURG
CBL
(Clearstream Banking, S.A.)
 
Equity
MALAYSIA
Bursa Depository
(Bursa Malaysia Depository Sdn Bhd)
 
Equity, Corporate Debt
 
BNM
(Bank Negara Malaysia)
 
Government Debt
MALTA
CSD
(The Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
MAURITIUS
CDS
(Central Depository and Settlement Company Limited)
 
Equity, Corporate Debt
MEXICO
INDEVAL
(S.D. INDEVAL S.A. de C.V.)
 
Equity, Corporate Debt, Government Debt
MOROCCO
Maroclear
 
Equity, Corporate Debt, Government Debt
NETHERLANDS
Euroclear Nederland
 
Equity, Corporate Debt, Government Debt
NEW ZEALAND
NZCSD
(New Zealand Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
NIGERIA
CSCS
(Central Securities Clearing System Limited)
 
Equity, Corporate Debt, Government Debt
NORWAY
VPS
(Verdipapirsentralen ASA)
 
Equity, Corporate Debt, Government Debt
OMAN
MDSRC
(The Muscat Depository and Securities Registration Company, S.A.O.C.)
 
Equity, Corporate Debt
PAKISTAN
CDC
(Central Depository Company of Pakistan Limited)
 
Equity, Corporate Debt
 
SBP
(State Bank of Pakistan)
 
Government Debt
PANAMA
LATINCLEAR
(Central Latinoamericana de Valores, S.A.)
 
Equity, Corporate Debt, Government Debt
PERU
CAVALI
(CAVALI ICLV S.A.)
 
Equity, Corporate Debt, Government Debt
PHILIPPINES
PDTC
(Philippine Depository and Trust Corp.)
 
Equity
 
RoSS
(Bangko Sentral ng Pilipinas / Register of Scripless Securities)
 
Government Debt
POLAND
NDS
(National Depository for Securities S.A.)
 
Equity, Long-Term Government Debt
 
RPW
(Registry of Securities)
 
Short-Term Government Debt
PORTUGAL
INTERBOLSA
(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)
 
Equity, Corporate Debt, Government Debt
QATAR
 
DSM
(Doha Securities Market)
 
Equity
 
ROMANIA
BSE
(Bucharest Stock Exchange)
 
Equity
 
NBR
 
(National Bank of Romania)
 
Government Debt
RUSSIA
VTB
(Vneshtorgbank)
 
Equity, Corporate Debt, Government Debt (Ministry of Finance Bonds)
 
NDC
(The National Depository Center)
 
Equity, Corporate Debt, Government Debt
SAUDI ARABIA
Tadawul
 
Equity
 
SAMA
(Saudi Arabian Monetary Authority)
 
Government Debt
SERBIA
CSD
(Central Register and Central Depository for Securities)
 
Equity, Corporate Debt, Government Debt
SINGAPORE
CDP
(The Central Depository (Pte) Limited)
 
Equity, Corporate Debt
 
MAS
(Monetary Authority of Singapore)
 
Government Debt
SLOVAK REPUBLIC
CSD
(Centralny depozitar cennych papierov SR, a.s.)
 
Equity, Corporate Debt, Government Debt
 
NBS
(National Bank of Slovakia)
 
Government Debt
SLOVENIA
KDD
(Centralna klirinsko depotna druzba d.d.)
 
Equity, Corporate Debt, Government Debt
SOUTH AFRICA
STRATE
(Share Transactions Totally Electronic)
 
Equity
SOUTH KOREA
KSD
(Korea Securities Depository)
 
Equity, Corporate Debt, Government Debt
SPAIN
IBERCLEAR
(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)
 
Equity, Corporate Debt, Government Debt
SRI LANKA
CDS
(Central Depository System (Private) Limited)
 
Equity, Corporate Debt
SWEDEN
VPC
(Vardepapperscentralen AB)
 
Equity, Corporate Debt, Government Debt
SWITZERLAND
SIS
(SIS SegaInterSettle AG)
 
Equity, Corporate Debt, Government Debt
TAIWAN
TDCC
(Taiwan Depository and Clearing Corporation)
 
Equity, Corporate Debt, Government Debt
THAILAND
TSD
(Thailand Securities Depository Company Limited)
 
Equity, Corporate Debt, Government Debt
TUNISIA
STICODEVAM
(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)
 
Equity, Corporate Debt, Government Debt
TURKEY
Central Registry Agency
 
(CRA)
 
Equity, Corporate Debt
 
CBoT
(Central Bank of Turkey)
 
Government Debt
UKRAINE
NBU
(National Bank of Ukraine)
 
Government Debt
 
MFS
(Interregional Securities Union)
 
Corporate Debt, Selected Equity
UNITED ARAB EMIRATES
DFM
(Dubai Financial Market Clearing House)
 
Equity, Corporate Debt, Government Debt
 
DIFX
(Dubai International Financial Exchange Central Securities Depository and Registry)
Equity, Corporate Debt
UNITED KINGDOM
CREST
(CRESTCo Limited)
 
Equity, Corporate Debt, Government Debt
UNITED STATES
DTC
(The Depository Trust Company)
 
Equity, Corporate Debt
 
FRB
(Federal Reserve Bank)
 
Government Debt, Mortgage Back Debt
URUGUAY
BCU
(Banco Central del Uruguay)
 
Government Debt
VENEZUELA
BCV
(Banco Central de Venezuela)
 
Government Debt
 
CVV
(Caja Venezolana de Valores, S.A.)
 
Equity, Corporate Debt, Money Market
VIETNAM
VSD
(Vietnam Securities Depository)
 
Equity, Corporate Debt, Government Debt
ZAMBIA
CSD
(LuSE Central Shares Depository Limited)
 
Equity, Government Debt
 
BoZ
(Bank of Zambia)
 
Government Debt
 


EX-99.H OTH MAT CONT 6 exhibith.htm EXHIBIT H Unassociated Document
[NAME OF FUND]
AMENDMENT OF [AMENDED] SHAREHOLDER SERVICES AGREEMENT

This Amendment to the [Amended] Shareholder Services Agreement (the "Agreement") by and between American Funds Service Company (hereinafter, "AFS") and [Name of Fund] (hereinafter, the "Fund") is dated as of the 1st day of November, 2006.

WHEREAS, AFS and the Fund entered into the Agreement with regard to certain shareholder services to be performed by AFS; and

WHEREAS, AFS and the Fund desire to amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and the Fund hereby amend Section 6 of the Agreement to read as follows:

AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

Annual account maintenance fee (paid monthly):
$0.91 per month for each open account on AFS’ books or in Level 0, 2 or 4
Networking ($10.92 per year).
$0.06 per month for each open account maintained in Street Name or
Level 1 or 3 Networking ($0.72 per year).
No annual fee will be charged for a participant account underlying a 401(k)
or other defined contribution plan where the plan maintains a single
account on AFS’ books and responds to all participant inquiries.

Transaction fees:
$1.55 per non-automated transaction
$0.20 per automated transaction

For this purpose, “transactions” shall include all types of transactions included in an “activity index” as reported to the Review and Advisory Committee at least annually. AFS will bill the Fund monthly, on or shortly after the first of each calendar month, and the Fund will pay AFS within five business days of such billing.

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the [board of directors/trustees] of the Fund.


[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS THEREOF, AFS and the Fund have caused this Amendment to be executed by their duly authorized officers effective as of the date first written above.

[NAME OF FUND]
AMERICAN FUNDS SERVICE COMPANY
BY: 
BY: 
   
Name: 
Name: 
Title: 
Title: 
Date: 
Date: 


EX-99.J OTHER OPININ 7 exhibitj.htm EXHIBIT J Exhibit J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to use in this Registration Statement on Form N1-A of our reports dated February 7, 2007, relating to the financial statements and financial highlights included in the Annual Report to Shareholders and the investment portfolios included in Item 6 of Form N-CSR of The Investment Company of America, which appear in such Registration Statement. We also consent to the references to us under the headings "Financial highlights", "Independent registered public accounting firm", and "Prospectuses, reports to shareholders and proxy statements" in such Registration Statement.




PricewaterhouseCoopers LLP
Los Angeles, CA
February 26, 2007
EX-99.P CODE ETH 8 exhibitp.htm EXHIBIT P Unassociated Document
[logo - American Funds ®]

The following is representative of the Code of Ethics in effect for each Fund:

CODE OF ETHICS

With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:

 
·
No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 
·
No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 
·
Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 
·
For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

* * * *

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics. These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.

 
1.
It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest. Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 
2.
Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Duties of Covered Officers include:

· Acting with integrity;
· Adhering to a high standard of business ethics; and
· Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 
3.
Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

· Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
· Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 
4.
Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee. The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund. The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate. The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 
5.
Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 
6.
Material amendments to these provisions must be ratified by a majority vote of the Board. As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.
 
 

 
Following is the Code of Ethics for The Capital Group Companies Inc. (Capital), which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all associates.
 

The Capital Group Companies
Code of Ethics


All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must always place the interests of clients and fund shareholders ahead of our own. Moreover, we should adhere to the spirit as well as the letter of the law and be vigilant in guarding against anything that could color our judgment.

Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of openness, integrity, honesty, and trust. Accordingly, we have adopted certain standards as described below for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate, timely, and understandable disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules, and regulations; 4) the prompt internal reporting of violations of our Code of Ethics; and 5) accountability for adherence to our Code of Ethics.


General Guidelines

Although specific Policies are discussed in more detail below, these are general guidelines that all Capital associates should be aware of:

· It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. If there is any question as to whether you’ve received material information (typically from a company “insider”) you should contact any member of the legal staff to discuss.

· You should not knowingly misrepresent, or cause others to misrepresent, facts about Capital to clients, fund shareholders, regulators, or any other member of the public. Disclosure in reports and documents should be fair and accurate.

· You should not accept extravagant gifts or entertainment from persons or companies who are trying to solicit business from any of the Capital Group companies. Capital’s Gifts and Entertainment Policy is summarized on pages 3-4.

· You may not accept negotiated commission rates or any other terms that you believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts.
 
· Safeguarding non-public information - All associates are responsible for safeguarding non-public information about securities recommendations and fund and client holdings (for example, analyst research reports, investment meeting discussions or notes, current fund/client transaction information). If you have access to such information, you will likely be subject to additional personal investing limitations under Capital’s Personal Investing Policy.1  Even if you are not a “covered person” under the Personal Investing Policy, certain general principles apply to you, and you should not trade based on any Capital company’s confidential, proprietary investment information where fund or client trades are likely to be pending or imminent.

· Other types of information (for example, marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital companies).


Excessive trading of Capital-managed Funds

You should not engage in excessive trading of the American Funds or any other Capital-managed investment vehicles worldwide to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. Note that this applies to your spouse and any other immediate family members residing in your household.


Ban on Participation in IPOs

Capital associates and their immediate family members residing in their household may not participate in Initial Public Offerings (IPOs). Although exceptions are rarely granted, they will be considered on a case-by-case basis, for example, where a family member is employed by the IPO Company and IPO shares are considered part of that family member’s compensation. (You may contact the staff of the Personal Investing Committee if you would like to request an exception.)


Limitation on Service on Boards

Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this does not apply to boards of Capital companies or funds). You must receive approval prior to serving on a board, except for boards of charitable organizations or other nonprofit organizations. In addition, certain associates will be sent a form annually and asked to disclose board positions held by the associate or his/her spouse.


Failure to adhere to our Code of Ethics may result in disciplinary action being taken, including termination.
 
Annual Certification of Code of Ethics

Each associate will receive a copy of the Code of Ethics annually and is responsible for certifying in writing that they have read and understood the Code.


Reporting Violations

You have a responsibility to report any violations of our Code of Ethics, including: (i) fraud or illegal acts involving any aspect of our business; (ii) noncompliance with applicable laws, rules and regulations; (iii) intentional or material misstatements in our regulatory filings, internal books and records or client records or reports; or (iv) activity that is harmful to our clients or fund shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

You can report confidentially to:
 
· Your manager or department head
 
· Capital Audit Committee
 
· Any lawyer employed by the Capital organization
 


Conflicts of Interest


Gifts and Entertainment Policy

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than U.S. $100.00, or accept (or give) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. In addition, a business entertainment event exceeding U.S. $250.00 in value should not be accepted (or given) unless the associate receives permission from his/her manager or supervisor and the Gifts and Entertainment Policy Committee.

Gifts or entertainment extended by a CG associate and approved by the associate’s manager for reimbursement do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of Capital, it is important to keep in mind that giving (or receiving) an extravagant gift or entertaining excessively or lavishly may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials - especially those responsible for investing public funds.

Reporting

The limitations on accepting (or giving) gifts apply to all associates as described on the previous page, and all associates will be asked to fill out quarterly disclosures. You must report any gift exceeding U.S. $50.00 and business entertainment in which an event exceeds U.S. $75.00 (although it is recommended that you report all gifts and entertainment).


Gifts and Entertainment Policy Committee

The Gifts and Entertainment Committee oversees administration of and compliance with the Policy.


Charitable Contributions

In soliciting donations from various people in the business community, associates must never allow the present or anticipated business relationships of Capital or any of its affiliates to be a factor in soliciting such contributions.


Political Contributions Policy

Making Political Contributions

One of the objectives of Capital's Code of Ethics is to ensure that conflicts of interest do not arise as a result of an associate's position at Capital. Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to Capital. For example, contributions to any person currently holding a city, county or state treasurer position or any candidate running for these offices may raise concerns. As a result, associates should not make contributions to any person currently holding these positions or running for these positions. Associates are also encouraged to seek guidance for contributions to other political offices that may have the power to influence the choice of a Capital company to manage or the American Funds as an investment option for public funds. These Policies also apply to an associate's spouse.

The Political Contributions Committee will evaluate questions relating to potential political contributions considering, among other things: 1) an associate’s relationship with the candidate (i.e., is the relationship a personal or business one) and 2) the candidate's current or potential relationship with Capital.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest issues as described above). Likewise, unless you are subject to the special “CollegeAmerica” requirements (described below), contributions to State Governor and State Representative positions and state political parties are permissible.


Special Political Contribution Requirements - CollegeAmerica

Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any PAC contribution (Political Action Contribution) other than to IMPAC (the Investment Company Institute’s PAC).

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, you must never allow the present or anticipated business relationships of any Capital company to be a factor in soliciting such contributions.

Other Considerations 

Please keep in mind that any political contributions you make or solicit should be viewed as personal. Therefore, you should not use Capital letterhead for correspondence regarding these contributions, and you should not hold fundraising events in Capital offices.

Insider Trading

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines, and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Any associate who believes that he or she may have material non-public information should contact any Capital lawyer.


Personal Investing Policy

As an associate of The Capital Group Companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics, and our own Policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in personal investments. Keep in mind, however, that placing the interests of clients and fund shareholders first is the core principle of our Policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Personal Investing Policy. Please refer to Capital’s Personal Investing Policy for more detailed information about personal investing rules.

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearances and/or transactions.


The following provisions (pages 6-13) apply only to associates covered under the Personal Investing Policy, including additional rules that apply to investment associates.

Covered Persons

You are a “covered person” if you have access to non-public investment information relating to current or imminent fund/client transactions. If you are a “covered person” you should be receiving quarterly personal investing disclosure forms. For purposes of this Policy, “covered persons” include immediate family members living in the same household. 

Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This Policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate or an immediate family member is trustee or custodian. A conflict may occur if you, or a family member in the same household, or a trust or custodianship for which you or an immediate family member are trustee or custodian, have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security.

If you have any questions regarding your coverage status, please contact the staff of the Personal Investing Committee.


Investment Associates

“Investment associates” include portfolio counselors/managers, investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.
 
Prohibited Transactions for Covered Persons

The following transactions are prohibited for covered persons:
 
·
IPO investments
 
·
Short sales of securities that are subject to preclearance
 
·
Spread betting on securities
 
·
Writing puts and calls on securities that are subject to preclearance


Initial Disclosure of Personal Holdings and Securities Accounts

New Capital associates who are covered by the Policy (and any associate transferring into a “covered” position) must submit a list of their portfolio holdings and accounts (and the holdings/accounts of any immediate family member residing with them) within 10 days of commencing employment (or transferring to a “covered” position.)

Quarterly Reporting of Transactions

Covered persons must submit quarterly disclosure of certain transactions. If you are covered, you will receive reporting forms each quarter that are due no later than 15 calendar days after the end of the quarter2. Reports will be reviewed by the staff of the Personal Investing Committee. Transactions of securities (including fixed-income securities) or options must be precleared as described on pages 9-10 and reported except as outlined on pages 11.


Annual Disclosure of Personal Securities Holdings and Securities Accounts

Covered persons are required to disclose annually a list of their portfolio holdings and accounts (and the holdings/accounts of any immediate family members residing with them). Disclosure forms will be supplied for this purpose.


Securities Accounts

Disclosure of Securities Accounts

Accounts that currently hold securities must be disclosed. Examples of accounts that must be disclosed include:

 
·
Firm (or bank) accounts holding securities
 
·
American Funds (AFS) and Capital Bank and Trust (CB&T) accounts
 
·
Firm (or bank) accounts holding American Funds
 
·
Capital International Fund and Capital International Emerging Markets Fund accounts with JP Morgan Luxembourg or held with other firms
 
·
Accounts holding GIG sub-advised funds and/or other Capital-affiliated funds, and accounts/plan numbers with insurance companies that sell variable annuities or insurance products that hold American Funds Insurance Series (could be through a brokerage account or insurance contract)
 
·
Employer-sponsored retirement or stock purchase accounts holding securities (ESPP, ESOP, 401(k), company stock funds, etc.)
 
·
Direct investment/purchase accounts (e.g., DRP, transfer agent accounts, or LDO registrar accounts)
 
·
PEP and ISA accounts that currently hold securities
 
·
Discretionary accounts for which you have completely turned over investment decision-making authority to a professional money manager (other than PIM); i.e., you make no investment decisions regarding your account
 
·
Investment clubs


Duplicate Account Statements and Trade Confirmations

Duplicate statements and trade confirmations (or equivalent documentation) are required for accounts currently holding securities that are subject to preclearance and/or reporting. This includes 401(k) and other retirement accounts with previous employers and excludes American Funds accounts where records are held at American Funds Service Company or Capital Bank and Trust. If an LDO associate participates in the LDO Personal Pension Plan with Friends Provident, these accounts are also excluded.

Covered persons should inform their bank, or securities firm, or money management firm that they are employed by an investment management organization. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics.

In addition, covered persons must direct their firm or bank to send duplicate trade confirmations and account statements (or other equivalent documentation) for all new or existing accounts, which hold reportable securities, on a timely basis to the appropriate address. If they are not able to send duplicates directly, you should submit copies of all trade confirmations and account statements (or other equivalent documentation) as soon as they become available.


All documents received are kept strictly confidential and are maintained by LAO Legal in accordance with applicable Federal Securities laws.3 
If your broker requires a letter requesting duplicate trade confirmations and monthly statements, please contact the staff of the Personal Investing Committee.

Note: If your broker will be sending confirmation statements for an immediate family member with a different last name than yours, please inform the staff of the Personal Investing Committee by calling the preclear line with the name of the family member and that person’s relationship to you.


Professionally Managed (Discretionary) Accounts

If you have accounts where you have completely turned over decision-making authority to a professional money manager (who is not covered by our Policy), you must disclose the existence of these accounts and provide the account information on your personal investing disclosure forms. You do not need to preclear or report securities transactions in these accounts.


Securities Transactions

Preclearance of Securities Transactions

Covered persons must receive approval before buying or selling securities including (but not limited to):
 
·
Stocks of companies (public or private, including purchases through private placements)
 
·
Bonds (except U.S. government bonds or other sovereign government bonds rated AAA or Aaa or equivalent)
 
·
Investments in venture capital partnerships and hedge funds
 
·
Options on securities subject to preclearance
 
·
Closed-end funds (including investment trust companies)
 
·
All Exchange traded Funds (ETFs) or index funds not listed on the approved list (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.). If the ETF or index fund is listed on the approved list, transactions are only subject to reporting.
 
·
Debt instruments including derivative products and structured notes (even if the underlying pool of assets consists of securities that do not require preclearance, such as commodities, broad-based indexes, or currencies).
Note: U.S. government bonds or other sovereign government bonds rated AAA or Aaa or equivalent are not subject to preclearing and reporting
 
·
Transactions in securities subject to preclearance in IRAs (or company-sponsored retirement accounts), in Personal Equity Plans (PEPs), and Individual Savings Accounts (ISAs) (available in the U.K. only) over which you have discretion
 
·
Gifts of securities to individuals, including family members not covered under the Policy
Note: Gifts of securities to qualified charitable organizations are not subject to preclearance.
 

Before buying or selling securities, covered persons must check with the staff of the Personal Investing Committee.

Preclear requests will be handled during the hours the New York Stock Exchange (NYSE) is open (generally 6:30am to 1:00pm Pacific Time).

You will generally receive a response within one business day. Unless a different period is specified, clearance is good until the close of the NYSE on the day that you request preclearance. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day. If you do not execute your transaction within this period, you must resubmit your preclearance request. Note that investments in private companies (e.g., private placements) and venture capital partnerships must be precleared and reported and are subject to special review. In addition, opportunities to acquire a stock that is “limited” (i.e., a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) would be subject to the Gifts and Entertainment Policy.


Exception for De Minimis Transactions

The de minimis exception is NOT available for associates who are considered investment associates or for CIKK associates (a CAPITAL company based in Tokyo). “Investment associates” include portfolio counselors/managers, investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.

All other covered associates may execute one single transaction (either a buy or a sell) of 100 shares or less per issuer per calendar month without preclearance. You must, however, still report these trades on your quarterly form. If you request preclearance and are denied permission, you may not execute a de minimis transaction in that issuer without preclearance for a period of seven calendar days. Larger or more frequent share transactions must be precleared.


Report Only Transactions (no need to preclear):

You are required to report the following transactions, but you do not have to preclear these transactions:

 
·
Purchases and sales of American Funds held outside American Funds Service Company (AFS) or Capital Bank & Trust (CB&T)
 
·
Purchases and sales of Capital Affiliated Funds, except the American Funds
Note: The following transactions must be reported:
§ LDO Pension Plan with Skandia
§ Capital International Funds and Capital International Emerging Markets Fund with JP Morgan Luxembourg or held with other firms

 
·
Purchases and sales of GIG Advised/Sub-Advised Funds and Insurance Products
 
·
Purchases and sales (including options and futures) of index funds or exchange traded funds that are on the pre-approved list of index funds/ETFs
 
·
Participation in any CGII private equity fund/partnership
 
·
De minimis transactions
 
·
Distributions of stock from venture capital partnerships
 
·
Capital calls of venture capital partnerships and hedge funds that have been pre-approved
 
·
Securities received as a gift or through a bequest
 
·
Securities given to charitable organizations or individuals not related to the associate or to the associate’s immediate family
 
·
Corporate Actions; for example:
 
§
Name changes
 
§
Splits and reverse splits
 
§
Spin-offs, merger/acquisitions
 
§
Tender offers
 
§
Expiration of options and bonds matured, redeemed, or called


Do Not Preclear or Report:

You do not need to preclear or report the following transactions:

 
·
Investments in Capital’s 401(k) or MRP
 
·
LDO Pension Plan investments with Friends Provident
 
·
Open-end investment funds except funds advised or sub-advised by any Capital company
§ US & Canada mutual funds
§ EU member states UCITS, whether in the corporate form (e.g., SICAVs, OEICs, etc.) or contractual form (e.g., FCP, Unit Trusts, Publikumsfonds, etc.)
§ Swiss investment funds and investment companies open to the public
§ UK & Singapore Unit Trusts
§ Singapore open-end investment-linked funds other than Great Eastern and NTUC
§ Japanese Investment Trust Funds
§ Japanese Investment Company Funds
(Note: all other funds should be precleared and reported.)
 
·
Money market instruments or other short-term debt instruments with maturities (at issuance) of one year or less that are rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization or unrated but of equivalent quality
 
·
Direct obligations of the U.S. Government or bonds issued by sovereign governments outside the U.S. that are rated AAA or Aaa or equivalent
 
·
Bankers' acceptances, CDs, or other commercial paper
 
·
Currencies (including options and futures)
 
·
Commodities
 
·
Transactions in accounts for which you have completely turned over investment decision-making authority to a professional money manager


Additional Policies for “Investment Associates”

The policies described in this section are specific to investment associates. “Investment associates” include portfolio counselors/managers, personal investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.


Disclosure of Personal Ownership of Recommended Securities

Portfolio counselors/managers and analysts will be asked quarterly to disclose securities they own both personally and professionally. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could result in future cross-holdings. This disclosure will be reviewed by the staff of the Personal Investing Committee and may also be reviewed by various Capital committees. In addition, to the extent that disclosure has not already been made to the Personal Investing Committee (by including information on the quarterly form), any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should first disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation4 .

In addition, portfolio counselors/managers and analysts are encouraged to notify investment control of personal ownership of securities when placing an order (especially with respect to a first-time purchase). If you have any questions, you should contact the staff of the Personal Investing Committee.


Blackout Periods

Investment associates may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment associate, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.


Ban on short-term trading profits

Investment associates are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days.


Other Considerations

Material outside business interests may give rise to potential conflicts of interest. Associates are asked to report if they are a senior officer of or own more than 5% of any private or public company that is or potentially may be doing business with any Capital company or with the American Funds. This reporting requirement also applies to any immediate family member residing within the associate’s household


Personal Investing Committee

Any questions or hardships that result from these Policies or requests for exceptions should be referred to Capital’s Personal Investing Committee by calling the staff of the Personal Investing Committee.

 
1 Note: If you have access to non-public information regarding securities recommendations and holdings but you are not currently considered “covered” under the Personal Investing Policy (i.e., you do not receive a reporting form each quarter), you should contact the staff of the Personal Investing Committee to discuss.
 
2For compliance purposes, only those signed and dated greater than 30 days past the end of the quarter will be considered “late.”
 
3Information about particular transactions may be provided to an associate’s supervisor or appropriate Human Resources manager by Personal Investing Committee staff where the transactions are in violation of the Policy, and may impact the associate’s job performance or raise conflict of interest-related issues.
 
4Note: This disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.
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