485BPOS 1 edg485b.txt SEC File Nos. 2-26516 811-1435 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A Registration Statement Under the Securities Act of 1933 Post-Effective Amendment No. 70 and Registration Statement Under The Investment Company Act of 1940 Amendment No. 39 AMCAP FUND, INC. (Exact Name of Registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 (Address of principal executive offices) Registrant's telephone number, including area code: (213) 486-9200 Julie F. Williams Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 (name and address of agent for service) Copies to: ERIC A.S. RICHARDS, ESQ. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (Counsel for the Registrant) Approximate date of proposed public offering: It is proposed that this filing become effective on May 1, 2002, pursuant to paragraph (b) of rule 485. [logo - American Funds (SM)] The right choice for the long term/SM/ AMCAP Fund/(R)/
TABLE OF CONTENTS 1 Risk/Return Summary 5 Fees and Expenses of the Fund 7 Investment Objective, Strategies and Risks 10 Management and Organization 12 Shareholder Information 13 Choosing a Share Class 15 Purchase and Exchange of Shares 17 Sales Charges 19 Sales Charge Reductions and Waivers 21 Plans of Distribution 22 How to Sell Shares 23 Distributions and Taxes 24 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. PROSPECTUS May 1, 2002 Risk/Return Summary The fund seeks to make your investment grow over time by investing primarily in stocks of U.S. companies with a record of above average long-term growth. The fund is designed for investors seeking capital appreciation through investments in stocks. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. Your investment in the fund is subject to risks, including the possibility that the value of the fund's investments may fluctuate in response to events specifically involving the companies in which the fund invests, as well as economic, political or social events in the U.S. or abroad. 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 IS GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME. 1 AMCAP Fund / Prospectus HISTORICAL INVESTMENT RESULTS The following information provides some indication of the risks of investing in the fund by showing changes in the fund's investment results from year to year and by showing how the fund's average annual total returns for various periods compare with those of a broad measure of market performance. Past results are not an indication of future results. [bar chart] CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES (Results do not include a sales charge; if one were included, results would be lower.) 1992 7.19% 1993 11.01 1994 -0.24 1995 28.71 1996 14.16 1997 30.55 1998 30.02 1999 21.78 2000 7.50 2001 -5.01 [end chart] Highest/lowest quarterly results during this time period were:
HIGHEST 22.00% (quarter ended December 31, 1998) LOWEST -15.40% (quarter ended September 30, 2001)
The year-to-date result was -0.31% for the three months ended March 31, 2002. 2 AMCAP Fund / Prospectus 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 results with the maximum initial or deferred sales charge imposed. Class A share results reflect the maximum initial sales charge of 5.75%. Class A sales charges are reduced for purchases of $25,000 or more. Class B share results reflect the applicable contingent deferred sales charge. These charges begin to decline after 12 months and are eliminated after six years. Results would be higher if calculated without a sales charge. All fund results reflect the reinvestment of dividend and capital gain distributions. The fund's results are shown on a pre-tax and after-tax basis, as required by Securities and Exchange Commission rules. Total returns shown "after taxes on distributions" reflect the effect of taxable distributions (for example, dividend 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 taxable distributions by the fund and any taxable gain or loss realized upon the sale of the shares. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A shares; after-tax returns for other share classes will vary. YOUR ACTUAL AFTER-TAX RETURNS DEPEND ON YOUR INDIVIDUAL TAX SITUATION AND LIKELY WILL DIFFER FROM THE RESULTS SHOWN ON THE FOLLOWING PAGE. IN ADDITION, AFTER-TAX RETURNS ARE NOT RELEVANT IF YOU HOLD YOUR FUND SHARES THROUGH TAX-DEFERRED ARRANGEMENTS, SUCH AS A 401(K) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR COLLEGEAMERICA ACCOUNT. Since the fund's Class C and F shares were first available on March 15, 2001 and the fund's Class 529 shares were first available on February 15, 2002, comparable results for these classes are not available for the 2001 calendar year. 3 AMCAP Fund / Prospectus
INVESTMENT RESULTS TABLE (WITH MAXIMUM SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME ------------------------------------------------------------------------------- CLASS A - BEGAN 5/1/67 Before Taxes -10.45% 14.75% 13.25% 13.08% After Taxes on Distributions -11.36% 11.67% 10.23% N/A After Taxes on Distributions and -5.63% 11.56% 10.05% N/A Sale of Fund Shares ------------------------------------------------------------------------------- CLASS B - BEGAN 3/15/00 Before Taxes -10.29% N/A N/A -2.34% ------------------------------------------------------------------------------- INDEXES/1/ (BEFORE TAXES) S&P 500/2/ -11.83% 10.69% 12.91% 11.25% Consumer Price Index/3/ 1.55% 2.18% 2.51% 4.95%
1 Lifetime results are as of the date Class A shares first became available. 2 The Standard & Poor's 500 Composite Index is a market capitalization-weighted measurement of changes in stock market conditions based on the average weighted performance of 500 widely held common stocks. This index is unmanaged and does not reflect sales charges, commissions, expenses or taxes. 3 The Consumer Price Index is a measure of inflation and is computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics. 4 AMCAP Fund / Prospectus Fees and Expenses of the Fund
SHAREHOLDER FEES TABLE (PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A/1/ CLASS B/1/ CLASS C/1/ CLASS E/1/ CLASS F/1/ ------------------------------------------------------------------------------------ Maximum sales charge imposed on purchases (as a percentage of 5.75 %/2/ none none none none offering price) ------------------------------------------------------------------------------------ Maximum sales charge imposed on reinvested none none none none none dividends ------------------------------------------------------------------------------------ Maximum deferred none/3/ 5.00%/4/ 1.00%/5/ none none sales charge ------------------------------------------------------------------------------------ Redemption or exchange fees none none none none none
1 Includes versions of these classes offered through CollegeAmerica, a 529 college savings plan sponsored by the Virginia College Savings Plan, an agency of the Commonwealth of Virginia. Class E shares are only available through CollegeAmerica to employer-sponsored plans. 2 Sales charges are reduced or eliminated for purchases of $25,000 or more. 3 A contingent deferred sales charge of 1% applies on certain redemptions made within 12 months following purchases of $1 million or more made without a sales charge. 4 Deferred sales charge is reduced after 12 months and eliminated after six years. 5 Deferred sales charge is eliminated after 12 months.
ANNUAL FUND OPERATING EXPENSES TABLE (DEDUCTED FROM FUND ASSETS) CLASS A CLASS B CLASS C/1/ CLASS F/1/ ------------------------------------------------------------------------------- Management Fees 0.36% 0.36% 0.36% 0.36% ------------------------------------------------------------------------------- Distribution and/or 0.23% 1.00% 1.00% 0.25% Service (12b-1) Fees/2/ ------------------------------------------------------------------------------- Other Expenses 0.12% 0.13% 0.25% 0.23% ------------------------------------------------------------------------------- Total Annual Fund Operating Expenses 0.71% 1.49% 1.61% 0.84% CLASS CLASS CLASS CLASS CLASS 529-A/3/ 529-B/3/ 529-C/3/ 529-E/3/ 529-F/3/ ------------------------------------------------------------------------------- Management Fees 0.36% 0.36% 0.36% 0.36% 0.36% ------------------------------------------------------------------------------- Distribution and/or 0.20% 1.00% 1.00% 0.50% 0.25% Service (12b-1) Fees/4/ ------------------------------------------------------------------------------- Other Expenses/5/ 0.27% 0.27% 0.27% 0.27% 0.27% ------------------------------------------------------------------------------- Total Annual Fund Operating Expenses 0.83% 1.63% 1.63% 1.13% 0.88%
1 Annualized. 2 Class A and F 12b-1 fees may not exceed 0.25% and 0.50%, respectively, of the class' average net assets annually. 3 Based on estimated amounts for the current fiscal year. 4 Class 529-A and 529-F 12b-1 fees may not exceed 0.50% of each class' average net assets annually. Class 529-E 12b-1 fees may not exceed 0.75% of the class' average net assets annually. 5 Includes 0.10% paid to the Virginia College Savings Plan for administrative services it provides in overseeing CollegeAmerica. 5 AMCAP Fund / Prospectus EXAMPLE 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 dividend and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown on the previous page. 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:
ONE THREE FIVE TEN YEAR YEARS YEARS YEARS --------------------------------------------------------------------------- Class A/1/ $643 $789 $ 947 $1,407 --------------------------------------------------------------------------- Class B - assuming redemption/2/ $652 $871 $1,013 $1,568 --------------------------------------------------------------------------- Class B - assuming no redemption $152 $471 $ 813 $1,568 --------------------------------------------------------------------------- Class C - assuming redemption/3/ $264 $508 $ 876 $1,911 --------------------------------------------------------------------------- Class C - assuming no redemption $164 $508 $ 876 $1,911 --------------------------------------------------------------------------- Class F - excludes intermediary fees/4/ $ 86 $268 $ 466 $1,037 --------------------------------------------------------------------------- Class 529-A/1/ $655 $825 $1,009 $1,541 --------------------------------------------------------------------------- Class 529-B - assuming redemption/2/ $666 $914 $1,087 $1,719 --------------------------------------------------------------------------- Class 529-B - assuming no redemption $166 $514 $ 887 $1,719 --------------------------------------------------------------------------- Class 529-C - assuming redemption/3/ $266 $514 $ 887 $1,933 --------------------------------------------------------------------------- Class 529-C - assuming no redemption $166 $514 $ 887 $1,933 --------------------------------------------------------------------------- Class 529-E $115 $359 $ 622 $1,375 --------------------------------------------------------------------------- Class 529-F - excludes intermediary fees/4/ $ 90 $281 $ 488 $1,084
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 ten because Class B and 529-B shares automatically convert to Class A and 529-A shares, respectively, after eight years. 3 Reflects contingent deferred sales charge during the first year. 4 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 0.50% to 3.00% of assets annually depending on services offered. 6 AMCAP Fund / Prospectus Investment Objective, Strategies and Risks The fund's investment objective is to provide you with long-term growth of capital. It invests primarily in common stocks of issuers located in the U.S. The prices of securities held by the fund may decline in response to certain events, including: those directly involving the companies whose securities are owned in the fund; conditions affecting the general economy; overall market changes; global political, social or economic instability; and currency and interest rate fluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss. The fund's investment adviser focuses primarily on companies with attributes that are associated with long-term growth, such as strong management, participation in a growing market and a history of above average growth in earnings, revenues and/or cash flow. The fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general market downturn and provide liquidity to make additional investments or to meet redemptions. The fund relies on the professional judgment of its investment adviser, Capital Research and Management Company, to make decisions about the fund's portfolio investments. The basic investment philosophy of the investment adviser is to seek reasonably priced securities that represent above average long-term growth opportunities. This is accomplished not only through fundamental analysis, but also by meeting with company executives and employees, suppliers, customers and competitors in order to gain in-depth knowledge of a company's true value. Securities may be sold when the investment adviser believes they no longer represent good long-term value. 7 AMCAP Fund / Prospectus
INVESTMENT RESULTS TABLE (WITHOUT SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME ------------------------------------------------------------------------------- CLASS A - BEGAN 5/1/67 Before Taxes -5.01% 16.11% 13.92% 13.28% After Taxes on Distributions -5.98% 12.99% 10.88% N/A After Taxes on Distributions and -2.28% 12.73% 10.66% N/A Sale of Fund Shares ------------------------------------------------------------------------------- CLASS B - BEGAN 3/15/00 Before Taxes -5.78% N/A N/A -0.46% ------------------------------------------------------------------------------- INDEXES/1/ (BEFORE TAXES) S&P 500/2/ -11.83% 10.69% 12.91% 11.25% Lipper Multi-Cap Core Index/3/ -10.76% 9.32% 11.71% 10.78% Lipper Growth Fund Index/4/ -17.98% 8.52% 10.78% 10.32% S&P MidCap 400 Index/5/ -0.62% 16.11% 15.01% N/A
1 Lifetime results are as of the date Class A shares first became available. 2 The Standard & Poor's 500 Composite Index is a market capitalization-weighted measurement of changes in stock market conditions based on the average weighted performance of 500 widely held common stocks. This index is unmanaged and does not reflect sales charges, commissions, expenses or taxes. 3 The Lipper Multi-Cap Core Index is an equally weighted performance index that represents funds which, by portfolio practice, invest in a variety of market capitalization ranges. Multi-Cap Core Funds have wide latitude in the companies in which they invest. These funds will normally have an average price-to-earnings ratio when compared to the U.S. diversified multi-cap equity funds universe. The results of the underlying funds in the index include the reinvestment of dividend and capital gain distributions and brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes. 4 The Lipper Growth Fund Index is an equally weighted performance index with 30 of the largest growth funds. These funds normally invest in companies with long-term earnings that are expected to grow significantly faster than the earnings of the stocks represented in the major unmanaged indexes. The results of the underlying funds in the index include the reinvestment of dividend and capital gain distributions and brokerage commisions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes. 5 The Standard & Poor's MidCap 400 Index consists of 400 domestic stocks chosen for market size, liquidity, and industry group representation. MidCap companies represented in this index typically have market capitalizations between $1 and $5 billion. It is a market-value weighted index (stock price times shares outstanding), with each stock affecting the index in proportion to its market value. This index is unmanaged and does not reflect sales charges, commissions, expenses or taxes. This index was not in existence as of the date the fund's Class A shares began investment operations; therefore, lifetime results are not available. 8 AMCAP Fund / Prospectus [pie chart] HOLDINGS BY INDUSTRY AS OF FEBRUARY 28, 2002 Commercial Services & Supplies 10.19% Media 9.31 Diversified Financials 6.05 Semiconductor Equipment & Products 5.94 Pharmaceuticals 4.21 Other Industries 41.10 Cash & Equivalents 23.20 [end chart]
LARGEST EQUITY HOLDINGS AS OF FEBRUARY 28, 2002 PERCENT OF NET ASSETS ------------------------------------------------------------------- Viacom 2.70% ------------------------------------------------------------------- Fannie Mae 2.25 -------------------------------------------- Interpublic Group 1.82 ------------------------------------------------------------------- Robert Half International 1.74 ------------------------------------------------------------------- Lowe's 1.73 ------------------------------------------------------------------- Philip Morris 1.69 ------------------------------------------------------------------- Kohl's 1.60 ------------------------------------------------------------------- Concord EFS 1.51 ------------------------------------------------------------------- USA Education 1.49 ------------------------------------------------------------------- Capital One Financial 1.49 -------------------------------------------------------------------
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 www.americanfunds.com. 9 AMCAP Fund / Prospectus 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 those in The American Funds Group. Capital Research and Management Company, a wholly owned subsidiary of The Capital Group Companies, Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. 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 earlier in the Annual Fund Operating Expenses Table. 10 AMCAP Fund / Prospectus 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, within the limits provided by a fund's objective(s) and policies and by Capital Research and Management Company's investment committee. In addition, Capital Research and Management Company's research professionals may make investment decisions with respect to a portion of a fund's portfolio. The primary individual portfolio counselors for AMCAP Fund are:
PORTFOLIO COUNSELOR/ FUND PORTFOLIO COUNSELOR PRIMARY TITLE WITH INVESTMENT ADVISER TITLE (IF APPLICABLE) EXPERIENCE IN THIS FUND (OR AFFILIATE) AND INVESTMENT EXPERIENCE ----------------------------------------------------------------------------------------------------------- R. MICHAEL SHANAHAN 16 years Chairman of the Board and Principal Executive Chairman of the Board and Officer, Capital Research and Management Company Principal Executive Officer Investment professional for 37 years, all with Capital Research and Management Company or affiliate ----------------------------------------------------------------------------------------------------------- CLAUDIA P. HUNTINGTON 6 years Senior Vice President, Capital Research and President and Director (plus 14 years prior Management Company experience as a research professional for the fund) Investment professional for 29 years in total; 27 years with Capital Research and Management Company or affiliate ----------------------------------------------------------------------------------------------------------- TIMOTHY D. ARMOUR 6 years Chairman and Principal Executive Officer, Capital Senior Vice President (plus 7 years prior Research Company experience as a research professional for the fund) Investment professional for 19 years, all with Capital Research and Management Company or affiliate ----------------------------------------------------------------------------------------------------------- C. ROSS SAPPENFIELD 3 years Vice President and Director, Capital Research Vice President (plus 5 years prior Company experience as a research professional for the fund) Investment professional for 10 years, all with Capital Research and Management Company or affiliate -----------------------------------------------------------------------------------------------------------
11 AMCAP Fund / Prospectus Shareholder Information SHAREHOLDER SERVICES American Funds Service Company, the fund's transfer agent, offers you a wide range of services 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 U.S. (8 a.m. to 8 p.m. ET): 800/421-0180 Access the American Funds website : www.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: 210/474-4050 Fax: 317/735-6620 Fax: 757/670-4773 Fax: 714/671-7080
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 TITLED "WELCOME TO THE FAMILY." 529 CLASS SHAREHOLDERS SHOULD ALSO REFER TO THE COLLEGEAMERICA PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY RELATING TO THEIR COLLEGEAMERICA ACCOUNT(S). These documents are available by writing or calling American Funds Service Company. 12 AMCAP Fund / Prospectus Choosing a Share Class The fund offers different classes of shares through this prospectus. Class A, B, C and F shares may be purchased through various investment programs or accounts, including many types of retirement plans. 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-A, 529-B, 529-C, 529-E and 529-F shares through an account established with CollegeAmerica. The 529-A, 529-B, 529-C and 529-F share classes 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 they do to Class A shares. Class 529-E shares are only available to investors participating in CollegeAmerica through an eligible employer plan. Each share class represents investments 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 meets your situation. WHEN YOU PURCHASE SHARES OF THE FUND, YOU MUST CHOOSE A SHARE CLASS. IF NONE IS CHOSEN, YOUR INVESTMENT WILL BE MADE IN CLASS A SHARES OR, IN THE CASE OF A COLLEGEAMERICA 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 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); .. Class B and C shares are generally not available to certain retirement plans, including employer-sponsored retirement plans such as 401(k) plans, 457 plans, employer-sponsored 403(b) plans, and money purchase pension and profit sharing plans; .. Class F and 529-F shares are generally only available to fee-based programs of investment firms that have special agreements with the fund's distributor and 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. 13 AMCAP Fund / Prospectus
SUMMARY OF THE PRIMARY DIFFERENCES AMONG SHARE CLASSES CLASS A SHARES Initial sales charge up to 5.75% (reduced or eliminated for purchases of $25,000 or more) Contingent deferred none (except on certain redemptions on purchases of $1 sales charge million or more made without an initial sales charge) 12b-1 fees up to 0.25% annually (529-A may not exceed 0.50% annually) Dividends generally higher than other classes due to lower annual expenses Purchase maximum none Conversion none CLASS B SHARES Initial sales charge none Contingent deferred starts at 5.00% and declines until it reaches 0% after sales charge six years 12b-1 fees 1.00% annually Dividends generally lower than A and F shares due to higher distribution fees and other expenses, but higher than C shares due to lower other expenses Purchase maximum $100,000 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 being sales charge purchased 12b-1 fees 1.00% annually Dividends generally lower than other classes due to higher distribution fees and other expenses Purchase maximum $500,000 Conversion automatic conversion to F shares after 10 years, reducing future annual expenses (529-C shares will not convert to 529-F shares) CLASS F SHARES Initial sales charge none Contingent deferred none sales charge 12b-1 fees currently 0.25% annually (may not exceed 0.50% annually) Dividends generally higher than B and C shares due to lower distribution fees, but lower than A shares due to higher other expenses Purchase maximum none Conversion none CLASS 529-E SHARES Initial sales charge none Contingent deferred none sales charge 12b-1 fees currently 0.50% annually (may not exceed 0.75% annually) Dividends generally higher than 529-B and 529-C shares due to lower distribution fees, but lower than 529-A and 529-F shares due to higher distribution fees Purchase maximum none Conversion none
14 AMCAP Fund / Prospectus Purchase and Exchange of Shares 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 investment dealer (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 investment dealer 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 firms that have special agreements with the fund's distributor and certain registered investment advisers. These firms and advisers typically charge ongoing fees for services they provide. PURCHASE OF CLASS 529 SHARES Class 529 shares may be purchased only through a CollegeAmerica account. You may open a CollegeAmerica account and purchase 529 shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell a CollegeAmerica account. You may purchase additional shares in various ways, including through your investment dealer and by mail, telephone, the Internet and bank wire. Class 529-E shares may only be purchased by employees participating in CollegeAmerica through an eligible employer plan. EXCHANGE Generally, you may exchange your shares into shares of the same class of other funds in The American Funds Group 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 UNIFORM TRANSFER TO MINORS ACT CUSTODIAL ACCOUNTS, MAY RESULT IN SIGNIFICANT LEGAL AND TAX CONSEQUENCES AS DESCRIBED IN THE COLLEGEAMERICA PROGRAM DESCRIPTION. PLEASE CONSULT YOUR FINANCIAL ADVISER PRIOR TO MAKING SUCH AN EXCHANGE. Exchanges of shares from the money market funds in The American Funds Group 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. 15 AMCAP Fund / Prospectus 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. THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S DISTRIBUTOR, RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. THE FUND IS NOT DESIGNED TO SERVE AS A VEHICLE FOR FREQUENT TRADING IN RESPONSE TO SHORT-TERM STOCK MARKET FLUCTUATIONS. ACCORDINGLY, PURCHASES THAT ARE PART OF EXCHANGE ACTIVITY THAT THE FUND OR AMERICAN FUNDS DISTRIBUTORS HAVE DETERMINED COULD INVOLVE ACTUAL OR POTENTIAL HARM TO THE FUND MAY BE REJECTED.
PURCHASE MINIMUMS FOR ALL CLASSES OF SHARES ------------------------------------------------------------------------- To establish an account (including retirement plan accounts) $ 250 For a retirement plan account through payroll deduction $ 25 or employer-sponsored CollegeAmerica account To add to an account $ 50 For a retirement plan account through payroll deduction $ 25 or employer-sponsored CollegeAmerica account ------------------------------------------------------------------------- PURCHASE MAXIMUM FOR CLASS B SHARES $100,000 ------------------------------------------------------------------------- PURCHASE MAXIMUM FOR CLASS C SHARES $500,000
PURCHASE MINIMUMS AND MAXIMUMS VALUING SHARES The fund's net asset value is the value of a single share. The fund calculates its net asset value, each day the New York Stock Exchange is open, 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. 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. 16 AMCAP Fund / Prospectus Sales Charges CLASS A SHARES The initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. Any applicable sales charge will be paid directly from your investment and accordingly, will reduce the amount of your investment.
SALES CHARGE AS A PERCENTAGE OF DEALER NET COMMISSION OFFERING AMOUNT AS % OF INVESTMENT PRICE INVESTED 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 none investments described below ---------------------------------------------------------------------------
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE INVESTMENTS OF $1 MILLION OR MORE MAY BE SUBJECT TO A 1% CONTINGENT DEFERRED SALES CHARGE IF SHARES ARE SOLD WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution-type plans, including certain 403(b) plans, investing $1 million or more or with 100 or more eligible employees, and Individual Retirement Account rollovers involving retirement plan assets invested in the American Funds, may invest with no sales charge and are not subject to a contingent deferred sales charge. Also exempt are investments made through retirement plans, endowments or foundations with $50 million or more in assets, and investments made through accounts that purchased fund shares before March 15, 2001 and are part of certain qualified fee-based programs. 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 below). 17 AMCAP Fund / Prospectus 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 C shares, a contingent deferred sales charge of 1% applies if shares are sold within one year of purchase. 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.
CLASS B SHARES SOLD WITHIN YEAR 1 2 3 4 5 6 ---------------------------------------------------------------- CONTINGENT DEFERRED SALES CHARGE 5% 4% 4% 3% 2% 1%
Shares acquired through reinvestment of dividend 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. 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 ten-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, but you might face certain tax consequences as a result. CLASS F AND 529-E SHARES Class F and Class 529-E shares are sold without any initial or contingent deferred sales charge. 18 AMCAP Fund / Prospectus Sales Charge Reductions and Waivers You must let your investment dealer or American Funds Service Company know at the time you purchase shares if you qualify for a reduction in your Class A initial sales charge or waiver of your Class B or C contingent deferred sales charge. REDUCING YOUR CLASS A INITIAL SALES CHARGE You and your "immediate family" (your spouse and your children under the age of 21) may combine investments to reduce your 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. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the primary beneficiary of the trust; .solely controlled business accounts; .single-participant retirement plans. CONCURRENT PURCHASES You may combine simultaneous purchases of any class of shares of two or more American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to qualify for a reduced Class A sales charge. Direct purchases of money market funds are excluded. RIGHTS OF ACCUMULATION You may take into account the current value (or if greater, the amount you invested less any withdrawals) of your existing holdings in any class of shares of the American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to determine your Class A sales charge. Direct purchases of money market funds are excluded. 19 AMCAP Fund / Prospectus STATEMENT OF INTENTION You may reduce your Class A sales charges by establishing a Statement of Intention. A Statement of Intention allows you to combine all non-money market fund purchases of all share classes you intend to make over a 13-month period, as well as individual American Legacy variable annuity and life insurance policies, to determine the applicable sales charge. At your request, purchases made during the previous 90 days may be included; however, capital appreciation and reinvested dividends and capital gains do not apply toward these combined purchases. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction. CONTINGENT DEFERRED SALES CHARGE WAIVERS The contingent deferred sales charge on Class A, B and C shares may be waived in the following cases: .. when receiving payments through systematic withdrawal plans (up to 12% of the value of each fund account); .. when receiving required minimum distributions from retirement accounts upon reaching age 70 1/2; .. for redemptions due to death or post-purchase disability of the shareholder (this generally excludes trusts); or .. for redemptions due to a beneficiary's death, post-purchase disability or receipt of a scholarship (only applies to 529 share classes). 20 AMCAP Fund / Prospectus 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 annual expenses of up to 0.25% for Class A shares, up to 0.50% for Class 529-A shares, 1.00% for Class B, 529-B, C and 529-C shares, up to 0.75% for Class 529-E shares, and up to 0.50% for Class F and 529-F shares. For all share classes, up to 0.25% 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 earlier in the Annual Fund Operating Expenses Table. 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 an 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. OTHER COMPENSATION TO DEALERS American Funds Distributors may pay, or sponsor informational meetings for, dealers as described in the statement of additional information. 21 AMCAP Fund / Prospectus How to Sell Shares Once a sufficient period of time has passed to reasonably assure that checks or drafts (including certified or cashiers' checks) for shares purchased have cleared (normally 15 calendar days), you may sell (redeem) those 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 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. TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR USING THE INTERNET .. Redemptions by telephone, fax or the Internet (including American FundsLine(R) and American FundsLine OnLine(R)) 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. TRANSACTIONS BY TELEPHONE, FAX OR THE INTERNET Generally, you are automatically eligible to use these services for redemptions and exchanges 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) which 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, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. 22 AMCAP Fund / Prospectus Distributions and Taxes DIVIDENDS AND DISTRIBUTIONS The fund intends to distribute dividends to you, usually twice a year. Capital gains, if any, are usually distributed twice a year. 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 dividend 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. Dividend and capital gain distributions by 529 share classes will be automatically reinvested. TAXES ON DISTRIBUTIONS Distributions you receive from the fund may be subject to income tax and may also be subject to state or local taxes - unless you are exempt from taxation. For federal tax purposes, any taxable dividends and distributions of short-term capital gains are treated as ordinary income. The fund's distributions of net long-term capital gains are taxable to you as long-term capital gains. Any taxable distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest 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 price you receive when you sell them. PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. HOLDERS OF 529 SHARES SHOULD REFER TO THE COLLEGEAMERICA PROGRAM DESCRIPTION FOR MORE INFORMATION REGARDING THE TAX CONSEQUENCES OF SELLING 529 SHARES. 23 AMCAP Fund / Prospectus 24 Financial Highlights/1/ The financial highlights table is intended to help you understand the fund's results for the past five years. As of February 28, 2002, there were no Class 529-E or 529-F shares outstanding. Certain information reflects financial results for a single fund 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 distributions). This information has been audited by Deloitte & Touche LLP, whose report, along with the fund's financial statements, is included in the statement of additional information, which is available upon request.
INCOME FROM INVESTMENT OPERATIONS Net (losses) gains on Net asset securities value, Net (both realized Total from beginning investment and investment of period income (loss)/2/ unrealized)/2/ operations ---------------------------------------------------------------------------------------------- CLASS A: Year ended 2/28/2002 $17.24 $.09 $(1.24) $(1.15) Year ended 2/28/2001 19.00 .22 .38 .60 Year ended 2/29/2000 17.84 .13 3.61 3.74 Year ended 2/28/1999 16.93 .12 3.21 3.33 Year ended 2/28/1998 14.60 .10 4.80 4.90 ---------------------------------------------------------------------------------------------- CLASS B: Year ended 2/28/2002 17.14 (.04) (1.23) (1.27) Period from 3/15/2000 to 2/28/2001 19.06 .09 .31 .40 ---------------------------------------------------------------------------------------------- CLASS C: Period from 3/15/2001 to 2/28/2002 16.50 (.07) (.59) (.66) ---------------------------------------------------------------------------------------------- CLASS F: Period from 3/16/2001 to 2/28/2002 16.34 .05 (.33) (.28) ---------------------------------------------------------------------------------------------- CLASS 529-A: Period from 2/15/2002 to 2/28/2002 15.48 .01 (.20) (.19) ---------------------------------------------------------------------------------------------- CLASS 529-B: Period from 2/19/2002 to 2/28/2002 15.21 -/5/ .07 .07 ---------------------------------------------------------------------------------------------- CLASS 529-C: Period from 2/19/2002 to 2/28/2002 15.21 -/5/ .07 .07 DIVIDENDS AND DISTRIBUTIONS Dividends Net assets, (from net Distributions Net asset end of investment (from Total value, end of Total period income) capital gains) distributions period return/3/ (in millions) ------------------------------------------------------------------------------------------------------------------------- CLASS A: Year ended 2/28/2002 $(.09) $ (.71) $ (.80) $15.29 (7.08)% $7,356 Year ended 2/28/2001 (.10) (2.26) (2.36) 17.24 3.03 7,417 Year ended 2/29/2000 (.10) (2.48) (2.58) 19.00 22.30 7,270 Year ended 2/28/1999 (.13) (2.29) (2.42) 17.84 21.07 5,939 Year ended 2/28/1998 (.10) (2.47) (2.57) 16.93 36.97 4,891 ------------------------------------------------------------------------------------------------------------------------- CLASS B: Year ended 2/28/2002 (.04) (.71) (.75) 15.12 (7.82) 174 Period from 3/15/2000 to 2/28/2001 (.06) (2.26) (2.32) 17.14 1.93 41 ------------------------------------------------------------------------------------------------------------------------- CLASS C: Period from 3/15/2001 to 2/28/2002 (.06) (.71) (.77) 15.07 (4.44) 112 ------------------------------------------------------------------------------------------------------------------------- CLASS F: Period from 3/16/2001 to 2/28/2002 (.10) (.71) (.81) 15.25 (2.12) 131 ------------------------------------------------------------------------------------------------------------------------- CLASS 529-A: Period from 2/15/2002 to 2/28/2002 - - - 15.29 (1.23) 1 ------------------------------------------------------------------------------------------------------------------------- CLASS 529-B: Period from 2/19/2002 to 2/28/2002 - - - 15.28 .46 -/6/ ------------------------------------------------------------------------------------------------------------------------- CLASS 529-C: Period from 2/19/2002 to 2/28/2002 - - - 15.28 .46 -/6/ Ratio of Ratio of net expenses to income (loss) average net to average assets net assets ----------------------------------------------------------------- CLASS A: Year ended 2/28/2002 .71 % .58 % Year ended 2/28/2001 .67 1.18 Year ended 2/29/2000 .68 .72 Year ended 2/28/1999 .67 .70 Year ended 2/28/1998 .68 .62 ----------------------------------------------------------------- CLASS B: Year ended 2/28/2002 1.49 (.27 ) Period from 3/15/2000 to 2/28/2001 1.47/4/ .50/4/ ----------------------------------------------------------------- CLASS C: Period from 3/15/2001 to 2/28/2002 1.61/4/ (.46 )/4/ ----------------------------------------------------------------- CLASS F: Period from 3/16/2001 to 2/28/2002 .84/4/ .31/4/ ----------------------------------------------------------------- CLASS 529-A: Period from 2/15/2002 to 2/28/2002 .03 .03 ----------------------------------------------------------------- CLASS 529-B: Period from 2/19/2002 to 2/28/2002 .04 -/7/ ----------------------------------------------------------------- CLASS 529-C: Period from 2/19/2002 to 2/28/2002 .04 -/7/
AMCAP Fund / Prospectus
YEAR ENDED FEBRUARY 28 OR 29 2002 2001 2000 1999 1998 ----------------------------------------------------------------------------------------- PORTFOLIO TURNOVER 25% 39% 34% 36% 31% RATE
1 Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. 2 Years ended 2000, 1999 and 1998 are based on shares outstanding on the last day of the year; all other periods are based on average shares outstanding. 3 Total returns exclude all sales charges, including contingent deferred sales charges. 4 Annualized. 5 Amount less than one cent. 6 Amount less than 1 million. 7 Amount less than 0.01 percent. AMCAP Fund / Prospectus 25 NOTES 26 AMCAP Fund / Prospectus NOTES 27 AMCAP Fund / Prospectus AMCAP Fund Privacy Policy American Funds considers the privacy of its investors to be of fundamental importance and has established a policy to maintain the privacy of the information you share with us. PERSONAL INFORMATION WE COLLECT We do not sell any information to any third parties. However, we do collect and retain certain nonpublic personal information about you including: .. information we receive from you or from your financial adviser, such as your name and address; .. an address we receive from a third party when you have moved; .. information, such as account balance and transaction activity, about your investment transactions (including, to the extent necessary for our servicing your account(s) with us, your investments with third parties); and .. information (commonly referred to as "cookies") collected from the Web browser of your PC that allows our website to recognize your browser. PERSONAL INFORMATION WE MAY DISCLOSE We occasionally disclose nonpublic personal information about you to affiliates and non-affiliates as permitted by law. Some instances when we have shared information include: .. disclosing information to a third party in order to process account transactions that you request or authorize; .. sharing information with companies related to us so we can make you aware of new funds or other services that we offer; .. disclosing your name and address to companies that mail fund-related materials such as shareholder reports (note that these companies may not use the information for any other purpose); .. disclosing information to research companies that help conduct shareholder surveys to assess and improve our financial services; and .. disclosing information in connection with legal proceedings, such as responding to a subpoena. WHEN INFORMATION IS SHARED WITH THIRD PARTIES, THEY ARE NOT PERMITTED TO USE THE INFORMATION FOR ANY PURPOSE OTHER THAN TO ASSIST OUR SERVICING OF YOUR ACCOUNT(S) OR AS PERMITTED BY LAW. IF YOU CLOSE YOUR ACCOUNT(S) OR IF WE LOSE CONTACT WITH YOU, WE WILL CONTINUE TO SHARE INFORMATION IN ACCORDANCE WITH OUR CURRENT PRIVACY POLICY AND PRACTICES. WE RESTRICT ACCESS TO YOUR NONPUBLIC PERSONAL INFORMATION TO AUTHORIZED EMPLOYEES. WE MAINTAIN PHYSICAL, ELECTRONIC AND PROCEDURAL SAFEGUARDS THAT COMPLY WITH FEDERAL STANDARDS TO GUARD YOUR NONPUBLIC PERSONAL INFORMATION. ------------------------------------------------------------------------------- 28 AMCAP Fund (not part of the prospectus) These measures reflect our commitment to maintaining the privacy of your confidential information. We appreciate the confidence you have shown by entrusting us with your assets. If you would like to learn more or have any questions, please call us at 800/421-0180, ext.1 THIS PRIVACY DISCLOSURE APPLIES TO INVESTMENT AND SHAREHOLDER SERVICES OFFERED BY: American Funds Distributors, Inc./SM/ American Funds Service Company/SM/ Capital Research and Management Company/SM/ Capital Bank and Trust Company/SM/ And all of the American Funds listed below: AMCAP Fund,/(R)/ Inc. American Balanced Fund,/(R)/ Inc. American High-Income Municipal Bond Fund,/(R)/ Inc. American High-Income Trust/SM/ American Mutual Fund,/(R)/ Inc. The Bond Fund of America,/SM/ Inc. Capital Income Builder,/(R)/ Inc. Capital World Bond Fund,/(R)/ Inc. Capital World Growth and Income Fund,/SM/ Inc. The Cash Management Trust of America/(R)/ EuroPacific Growth Fund/(R)/ Fundamental Investors,/SM/ Inc. The Growth Fund of America,/(R)/ Inc. The Income Fund of America,/(R)/ Inc. Intermediate Bond Fund of America/(R)/ The Investment Company of America/(R)/ Limited Term Tax-Exempt Bond Fund of America/SM/ The New Economy Fund/(R)/ New Perspective Fund,/(R)/ Inc. New World Fund/SM/ SMALLCAP World Fund,/(R)/ Inc. The Tax-Exempt Bond Fund of America,/(R)/ Inc. The Tax-Exempt Fund of California/(R)/ The Tax-Exempt Fund of Maryland/(R)/ The Tax-Exempt Fund of Virginia/(R)/ The Tax-Exempt Money Fund of America/SM/ U.S. Government Securities Fund/SM/ The U.S. Treasury Money Fund of America/SM/ Washington Mutual Investors Fund, Inc./SM/ ------------------------------------------------------------------------------- 29 AMCAP Fund / Prospectus The right choice for the long term/SM/
FOR SHAREHOLDER American Funds Service Company SERVICES 800/421-0180 FOR RETIREMENT PLAN Call your employer or plan SERVICES administrator FOR DEALER SERVICES American Funds Distributors 800/421-9900 FOR COLLEGEAMERICA American Funds Service Company 800 /421-0180, ext. 529 American FundsLine(R) FOR 24 800/325-3590 -HOUR INFORMATION American FundsLine OnLine(R) www.americanfunds.com Telephone conversations may be recorded or monitored for verification, recordkeeping and quality assurance purposes. -----------------------------------------------------------------------------------
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 REPORTS TO SHAREHOLDERS The shareholder reports contain additional information about the fund including financial statements, investment results, portfolio holdings, a statement from portfolio management discussing market conditions and the fund's investment strategies, and the independent accountants' report (in the annual report). COLLEGEAMERICA PROGRAM DESCRIPTION The Program Description contains additional information about the policies and services related to CollegeAmerica accounts. STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The SAI contains more detailed information on all aspects of the fund, including the fund's financial statements, and is incorporated by reference into this prospectus. The Codes of Ethics describe the personal investing policies adopted by the fund and the fund's investment adviser and its affiliated companies. The Codes of Ethics and current SAI have been filed 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, D.C. (202/942-8090) or on the EDGAR database on the SEC's Internet Web site at http://www.sec.gov, or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. HOUSEHOLD MAILINGS Each year you are automatically sent an updated prospectus, annual and semi-annual report 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 that are part of the same family and share the same residential address. If you would like to receive individual copies of these documents, or a free copy of the SAI, Codes of Ethics or CollegeAmerica 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 - recycled bug
Printed on recycled paper Investment Company File No. 811-1435 AMCAP-010-0502/B ------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust
AMCAP FUND, INC. Part B Statement of Additional Information May 1, 2002 This document is not a prospectus but should be read in conjunction with the current prospectus of AMCAP Fund (the "fund" or "AMCAP") dated May 1, 2002. The prospectus may be obtained from your investment dealer or financial planner or by writing to the fund at the following address: AMCAP Fund, Inc. Attention: Secretary 333 South Hope Street Los Angeles, California 90071 (213) 486-9200 Shareholders who purchase shares at net asset value through eligible retirement plans should note that not all of the services or features described below may be available to them. They should contact their employer for details. 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. . . . . . . . . . 4 Management of the Fund . . . . . . . . . . . . . . . . . . . . . . 7 Taxes and Distributions . . . . . . . . . . . . . . . . . . . . . . 19 Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . 23 Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Sales Charge Reductions and Waivers . . . . . . . . . . . . . . . . 30 Individual Retirement Account (IRA) Rollovers . . . . . . . . . . . 34 Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Selling Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Shareholder Account Services and Privileges . . . . . . . . . . . . 37 Execution of Portfolio Transactions . . . . . . . . . . . . . . . . 40 General Information . . . . . . . . . . . . . . . . . . . . . . . . 41 Class A Share Investment Results and Related Statistics . . . . . . 42 Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Financial Statements
AMCAP Fund - Page 1 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 GUIDELINES .. The fund will invest primarily in common stocks of companies domiciled in the U.S. In determining whether a company is domiciled in the U.S., the fund's Investment Adviser will consider the domicile determination of a leading securities index and may also take into account such factors as where the company is legally organized and/or maintains principal corporate offices and/or conducts its principal operations. The fund will generally only invest in U.S. securities that are traded in U.S. markets. .. The fund may also invest in securities convertible into common stocks, straight (nonconvertible) debt securities, cash or cash equivalents, U.S. government securities or nonconvertible preferred stocks. DEBT SECURITIES .. The fund may invest in debt securities with an investment grade rating by Standard & Poor's Corporation or Moody's Investors Service, Inc. (or unrated but considered to be of equivalent quality). 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 Objective, Strategies and Risks." EQUITY SECURITIES - Equity securities represent an ownership position in a company. These securities may include common stocks and securities with equity conversion or purchase rights. The prices of equity securities fluctuate based on changes in the financial condition of their issuers and on market and economic conditions. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss. DEBT SECURITIES - Bonds and other debt securities are used by issuers to borrow money. Issuers pay investors interest and generally must repay the amount borrowed 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. The prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, their prices decline when interest rates rise and increase when interest rates fall. 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 stock AMCAP Fund - Page 2 automatically convert into common stock. The prices and yields of non-convertible preferred stock generally move with changes in interest rates and the issuer's credit quality, similar to the factors affecting debt securities. Convertible bonds, convertible preferred stock, and other securities may sometimes be converted into common stock or other securities at a stated conversion ratio. These securities, prior to conversion, 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 equity, 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. TREASURY AND AGENCY 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. U.S. agency securities include those issued by certain U.S. government instrumentalities and certain federal agencies. These securities are neither direct obligations of, nor guaranteed by, the Treasury. However, they generally involve federal sponsorship in one way or another; some are backed by specific types of collateral; some are supported by the issuer's right to borrow from the Treasury; some are supported by the discretionary authority of the Treasury to purchase certain obligations of the issuer; and others are supported only by the credit of the issuing government agency or instrumentality. These agencies and instrumentalities include, but are not limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), Tennessee Valley Authority, and Federal Farm Credit Bank System. INVESTING IN SMALLER CAPITALIZATION STOCKS - The fund may invest in the stocks of smaller capitalization companies (typically companies with market capitalizations of less than $1.5 billion at the time of purchase). The Investment Adviser believes that the issuers of smaller capitalization stocks often provide attractive investment opportunities. However, investing in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, markets, or financial resources, may be dependent for management on one or a few key persons, and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts, and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies. CASH AND CASH EQUIVALENTS - These securities include: (i) commercial paper (e.g., short-term notes up to 9 months in maturity issued by corporations, governmental bodies or bank/ corporation sponsored conduits (asset-backed commercial paper)), (ii) commercial bank obligations (e.g., certificates of deposit, bankers' acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)), (iii) savings association and savings bank obligations (e.g., bank notes and certificates of deposit issued by savings banks or savings associations), (iv) securities of the U.S. government, its agencies or AMCAP Fund - Page 3 instrumentalities that mature, or may be redeemed, in one year or less, and (v) corporate bonds and notes that mature, or that may be redeemed, in one year or less. 4(2) COMMERCIAL PAPER - The fund may purchase commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933 ("the 1933 Act"). 4(2) commercial paper has substantially the same price and liquidity characteristics as commercial paper generally, except that the resale of 4(2) commercial paper is limited to the institutional investor marketplace. Such a restriction on resale makes 4(2) commercial paper technically a restricted security under the 1933 Act. In practice, however, 4(2) commercial paper can be resold as easily as any other unrestricted security held by the fund. Accordingly, 4(2) commercial paper has been determined to be liquid under procedures adopted by the fund's board of directors. * * * * * * 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 (100% or more) 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 was replaced once per year. See "Financial Highlights" in the prospectus for the fund's annual portfolio turnover for each of the last five fiscal periods. 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 ("1940 Act") as the vote of the lesser of (i) 67% or more of the outstanding voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or (ii) 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. 1. The fund may not invest in: (a) real estate (although it has not been the practice of the fund to make such investments, the fund may invest in the securities of real estate investment trusts); (b) commodities or commodity contracts; (c) companies for the purpose of exercising control or management; (d) the securities of companies which, with their predecessors, have a record of less than three years' continuing operation, if such purchase at the time thereof would cause AMCAP Fund - Page 4 more than 5% of the value of the fund's total assets to be invested in the securities of such companies; (e) securities which would subject the fund to unlimited liability (such as assessable shares or partnership interests); (f) any securities of another issuer if immediately after and as a result of such purchase (1) the market value of the securities of such other issuer shall exceed 5% of the market value of the total assets of the fund or (2) the fund shall own more than 10% of any class of securities or of the outstanding voting securities of such issuer; or (g) any securities if immediately after and as a result of such purchase more than 25% of the market value of the total assets of the fund are invested in securities of companies in any one industry. 2. The fund may not engage in short sales or margin purchases. 3. The fund may not lend money or securities. The making of deposits with banks and the purchase of a portion of the issue of bonds, debentures, or other debt securities which are publicly distributed or of a type generally purchased by institutional investors, are not regarded as loans. 4. The fund may not invest more than 10% of the value of its total assets in securities that are illiquid, nor may it engage in the business of underwriting securities of other issuers. 5. The fund may not borrow in excess of 10% of its total assets taken at cost or pledge its assets taken at market value to an extent greater than 15% of total assets taken at cost. Asset coverage of at least 300% taken at market value must be maintained. No borrowing may be undertaken except as a temporary measure for extraordinary or emergency purposes. (The fund may borrow only from banks. The fund, however, has never borrowed and does not currently anticipate borrowing.) Investment restriction #1 does not apply to deposits in banks or to the purchase of securities issued or fully guaranteed by the U.S. government (or its agencies or instrumentalities). For purposes of investment restriction #1(g), the fund will not invest 25% or more (rather than "more than 25%") of its total assets in the securities of issuers in the same industry. Notwithstanding investment restriction #5, the fund has no current intention (at least during the next 12 months) to leverage its assets. The following policies are non-fundamental policies which may be changed by action of the Board of Directors, without shareholder approval: 1. The fund may not invest in securities of open-end investment companies except in connection with a merger, consolidation or acquisition of assets. (Notwithstanding this restriction, 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.) AMCAP Fund - Page 5 2. The fund may invest in securities of closed-end investment companies within the limitations imposed by the 1940 Act. In general, this means that the fund (i) will not own more than 3% of the outstanding voting stock of a closed-end investment company, (ii) will not invest more than an aggregate of 5% of its total assets in securities issued by closed-end investment companies, and (iii) together with all other investment companies served by the Investment Adviser, will not own more than 10% of the outstanding voting stock of a closed-end investment company. Any such purchases will be made only in the open market or as a part of a merger, consolidation, or acquisition of assets, and will not involve commissions or profits to a sponsor or dealer other than customary brokerage commissions. 3. The fund may not issue senior securities except as permitted under the 1940 Act. 4. The fund may not engage in the business of underwriting securities of other issuers, except to the extent that the purchase or disposal of an investment position may technically cause the fund to be deemed an underwriter as that term is defined under the Securities Act of 1933. AMCAP Fund - Page 6 MANAGEMENT OF THE FUND BOARD OF DIRECTORS AND OFFICERS
NUMBER OF BOARDS POSITION YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) WITHIN THE FUND WITH THE A DIRECTOR DURING COMPLEX/2/ ON WHICH OTHER DIRECTORSHIPS/3/ NAME AND AGE FUND OF THE FUND/1/ PAST 5 YEARS DIRECTOR SERVES HELD BY DIRECTOR ----------------------------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS ----------------------------------------------------------------------------------------------------------------------------------- H. Frederick Director 1998 Private Investor; former 19 Ducommun Christie President and Chief Incorporated;IHOP Age: 68 Executive Officer, The Corporation;Southwest Mission Group (non-utility Water Company;Valero holding company subsidiary L.P. of Southern California Edison Company) ----------------------------------------------------------------------------------------------------------------------------------- Mary Anne Dolan Director 1998 Founder and President, 3 None Age: 55 M.A.D., Inc. (communications company); Former Editor-in-Chief, Los --- Angeles Herald Examiner ----------------------- ----------------------------------------------------------------------------------------------------------------------------------- Martin Fenton Director 1990 Managing Director, Senior 17 None Age: 66 Resource Group LLC (development and management of senior living communities) ----------------------------------------------------------------------------------------------------------------------------------- Mary Myers Kauppila Director 1998 Private Investor; Chairman 5 None Age: 48 and CEO, Ladera Management Company (venture capital and agriculture); former owner and President, Energy Investment, Inc. ----------------------------------------------------------------------------------------------------------------------------------- Bailey Morris-Eck Director 1999 Senior Associate, Reuters 3 None Age: 57 Foundation; Senior Fellow, Institute for International Economics; Consultant, The --- Independent of London --------------------- ----------------------------------------------------------------------------------------------------------------------------------- Kirk P. Pendleton Director 1986 Chairman/Chief Executive 7 York Group, Inc. Age: 62 Officer, Cairnwood, Inc. (venture capital investment) ----------------------------------------------------------------------------------------------------------------------------------- Olin C. Robison Director 1998 President of the Salzburg 3 None Age: 66 Seminar; President Emeritus, Middlebury College ----------------------------------------------------------------------------------------------------------------------------------- Steven B. Sample Director 1999 President, University of 2 UNOVA, Inc.;William Age: 61 Southern California Wrigley Jr. Company -----------------------------------------------------------------------------------------------------------------------------------
AMCAP Fund - Page 7
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND YEAR FIRST ELECTED POSITIONS HELD NUMBER OF BOARDS POSITION A DIRECTOR WITH AFFILIATED ENTITIES WITHIN THE FUND WITH THE AND/OR OFFICER OR THE PRINCIPAL UNDERWRITER COMPLEX/2/ ON WHICH NAME AND AGE FUND OF THE FUND/1/ OF THE FUND DIRECTOR SERVES ------------------------------------------------------------------------------------------------------------------------ "INTERESTED" DIRECTORS/4,5/ ------------------------------------------------------------------------------------------------------------------------------------ Claudia P. President and 1992-1994 Senior Vice President, Capital 1 Huntington Director 1996 Research and Management Company Age: 50 ------------------------------------------------------------------------------------------------------------------------ R. Michael Shanahan Chairman of 1986 Chairman of the Board and 2 Age: 63 the Board and Principal Executive Officer, Principal Capital Research and Management Executive Company; Director, American Funds Officer Distributors, Inc.*; Director, The Capital Group Companies, Inc.*; Chairman of the Board, Capital Management Services, Inc.* --------------------- --------------------------------------------------------------------------------------------------- OTHER DIRECTORSHIPS/3/ NAME AND AGE HELD BY DIRECTOR -------------------------------------------------- "INTERESTED" DIRECTORS/4,5/ ------------------------------------------------------------------------------------------------------------------------------------ Claudia P. None Huntington Age: 50 -------------------------------------------------- R. Michael Shanahan None Age: 63 --------------------------------------------------
AMCAP Fund - Page 8
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND POSITIONS HELD POSITION YEAR FIRST ELECTED WITH AFFILIATED ENTITIES WITH THE AN OFFICER OR THE PRINCIPAL UNDERWRITER NAME AND AGE FUND OF THE FUND/1/ OF THE FUND ----------------------------------------------------------------------------------------------------------------------------------- OTHER OFFICERS/5/ ----------------------------------------------------------------------------------------------------------------------------------- Timothy D. Armour Senior Vice 1996 Chairman and Principal Executive Officer, Capital Research Age: 41 President Company* ----------------------------------------------------------------------------------------------------------------------------------- Paul G. Haaga, Jr. Senior Vice 1994 Executive Vice President and Director, Capital Research and Age: 53 President Management Company; Director, American Funds Distributors, Inc.*; Director, The Capital Group Companies, Inc.* ----------------------------------------------------------------------------------------------------------------------------------- Joanna F. Jonsson Vice President 1998 Executive Vice President and Director, Capital Research Company*; Age: 38 Director, Capital International Research, Inc.* ----------------------------------------------------------------------------------------------------------------------------------- C. Ross Vice President 1999 Vice President and Director, Capital Research Company* Sappenfield Age: 36 ----------------------------------------------------------------------------------------------------------------------------------- Stuart R. Strachan Vice President 2000 Vice President and Senior Counsel - Fund Business Management Age: 45 Group, Capital Research and Management Company ----------------------------------------------------------------------------------------------------------------------------------- Julie F. Williams Secretary 1984-1998 Vice President - Fund Business Management Group, Capital Research Age: 53 2000 and Management Company ----------------------------------------------------------------------------------------------------------------------------------- Sheryl F. Johnson Treasurer 1998 Vice President - Fund Business Management Group, Capital Research Age: 33 and Management Company ----------------------------------------------------------------------------------------------------------------------------------- Robert P. Simmer Assistant Treasurer 1994 Vice President - Fund Business Management Group, Capital Research Age: 41 and Management Company -----------------------------------------------------------------------------------------------------------------------------------
AMCAP Fund - Page 9 * Company affiliated with Capital Research and Management Company. 1 Directors and officers of the fund serve until their resignation, removal or retirement. 2 Capital Research and Management Company manages the American Funds consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series and Anchor Pathway Fund, which serve as the underlying investment vehicles for certain variable insurance contracts, and Endowments, whose shareholders are limited to certain non-profit organizations. 3 This includes all directorships (other than those in the American Funds Group) that are held by each director as a director of a public company or a registered investment company. 4 "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 its affiliated entities (including the fund's principal underwriter). 5 All of the officers listed, except C. Ross Sappenfield, 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: FUND SECRETARY. AMCAP Fund - Page 10 FUND SHARES OWNED BY DIRECTORS AS OF DECEMBER 31, 2001
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 ------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS ------------------------------------------------------------------------------- H. Frederick Christie Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Mary Anne Dolan Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Martin Fenton Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Mary Myers Kauppila $10,001 - $50,000 Over $100,000 ------------------------------------------------------------------------------- Bailey Morris-Eck None $50,001 - $100,000 ------------------------------------------------------------------------------- Kirk P. Pendleton $10,001 - $50,000 Over $100,000 ------------------------------------------------------------------------------- Olin C. Robison $10,001 - $50,000 Over $100,000 ------------------------------------------------------------------------------- Steven B. Sample $1 - $10,000 $10,001 - $50,000 ------------------------------------------------------------------------------- "INTERESTED" DIRECTORS/2/ ------------------------------------------------------------------------------- Claudia P. Huntington 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. 2 "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 its affiliated entities (including the fund's principal underwriter). DIRECTOR COMPENSATION PAID DURING THE FISCAL YEAR ENDED FEBRUARY 28, 2002 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 fund pays annual fees of $10,000 to Directors who are not affiliated with the Investment Adviser, plus $1,000 for each Board of Directors meeting attended, and $500 for each meeting attended as a member of a committee of the Board of Directors. No pension or retirement benefits are accrued as part of fund expenses. The 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 Directors who are not affiliated with the Investment Adviser. AMCAP Fund - Page 11
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/ ------------------------------------------------------------------------------------------ H. Frederick $17,000/3/ $214,850/3/ Christie ------------------------------------------------------------------------------------------ Mary Anne Dolan $17,000 $ 99,500 ------------------------------------------------------------------------------------------ Martin Fenton $19,000/3/ $198,350/3/ ------------------------------------------------------------------------------------------ Mary Myers Kauppila $19,000/3/ $118,500/3/ ------------------------------------------------------------------------------------------ Bailey Morris-Eck $18,500/3/ $ 99,500/3/ ------------------------------------------------------------------------------------------ Kirk P. Pendleton $18,500/3/ $156,000/3/ ------------------------------------------------------------------------------------------ Olin C. Robison $19,000/3/ $107,500/3/ ------------------------------------------------------------------------------------------ Steven B. Sample $16,500 $ 37,500 ------------------------------------------------------------------------------------------
1 Amounts may be deferred by eligible Directors 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 funds in The American Funds Group as designated by the Directors. 2 Capital Research and Management Company manages the American Funds consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series and Anchor Pathway Fund, which serve as the underlying investment vehicles for certain variable insurance contracts, and Endowments, whose shareholders are limited to certain non-profit organizations. 3 Since the deferred compensation plan's adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the 2002 fiscal year for participating Directors is as follows: H. Frederick Christie ($66,057), Martin Fenton ($99,278), Mary Myers Kauppila ($71,514), Bailey Morris-Eck ($34,612), Kirk P. Pendleton ($164,278) and Olin C. Robison ($56,075). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the Directors. As of April 1, 2002, 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. FUND ORGANIZATION AND THE BOARD OF DIRECTORS The fund, an open-end, diversified management investment company, was organized as a Delaware corporation in 1966 and reorganized as a Maryland corporation on May 10, 1990. All fund operations are supervised by the fund's Board of Directors, which meets periodically and performs duties required by applicable state and federal laws. Members of the board who are not employed by Capital Research and Management Company 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, including classes A, B, C, F, 529-A, 529-B, 529-C, 529-E and 529-F. The 529 share classes are available only through CollegeAmerica to investors establishing qualified higher education savings accounts. The 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 AMCAP Fund - Page 12 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 account owners are not shareholders of the fund and accordingly, do not have the rights of a shareholder, including the right to vote any proxies relating to fund shares. As legal owner of fund shares, the Virginia College Savings Plan will vote any proxies relating to fund shares. The fund does not hold annual meetings of shareholders. However, significant matters which require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned. 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. COMMITTEES OF THE BOARD OF DIRECTORS The fund has an Audit Committee comprised of Martin Fenton, Mary Myers Kauppila, Bailey Morris-Eck, Kirk P. Pendleton and Olin C. Robison, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. The Committee oversees the fund's accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund's principal service providers. The Committee acts as a liaison between the fund's independent auditors and the full Board of Directors. There were two Audit Committee meetings held during the 2002 fiscal year. The fund has a Contracts Committee comprised of H. Frederick Christie, Mary Anne Dolan, Martin Fenton, Mary Myers Kauppila, Bailey Morris-Eck, Kirk P. Pendleton, Olin C. Robison and Steven B. Sample, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. The Committee's 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, and plans of distribution under rule 12b-1, that the fund may enter into, renew or continue, and to make its recommendations to the full Board of Directors on these matters. There was one Contracts Committee meeting during the 2002 fiscal year. The fund has a Nominating Committee comprised of H. Frederick Christie, Mary Anne Dolan and Steven B. Sample, none of whom is considered 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 candidates for independent directors to the full Board of Directors. While the Committee normally is able to identify from its own 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, c/o the fund's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, AMCAP Fund - Page 13 along with a written consent of the prospective nominee for consideration of his or her name by the Committee. There were no Nominating Committee meetings during the 2002 fiscal year. INVESTMENT ADVISER - The Investment Adviser, Capital Research and Management Company, founded in 1931, maintains research facilities in the U.S. and abroad (Los Angeles, San Francisco, New York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo) with a staff of professionals, many of whom have significant investment experience. The Investment Adviser is located at 333 South Hope Street, Los Angeles, CA 90071, and at 135 South State College Boulevard, Brea, CA 92821. The Investment Adviser's research professionals travel several million miles a year, making more than 5,000 research visits in more than 50 countries around the world. The Investment Adviser believes that it is able to attract and retain quality personnel. The Investment Adviser is a wholly owned subsidiary of The Capital Group Companies, Inc. The Investment Adviser is responsible for managing more than $350 billion of stocks, bonds and money market instruments and serves over 11 million shareholder accounts of all types throughout the world. These investors include privately owned businesses and large corporations as well as schools, colleges, foundations and other non-profit and tax-exempt organizations. 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 March 31, 2003, 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 (i) the Board of Directors, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (ii) 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 determining whether to renew the Agreement each year, the Contracts Committee of the Board of Directors evaluates information provided by the Investment Adviser in accordance with Section 15(c) of the 1940 Act, and presents its recommendations to the full Board of Directors. At its most recent meeting, the Committee considered a number of factors in recommending renewal of the existing Agreement, including the quality of services provided to the fund, fees and expenses borne by the fund, and financial results of the Investment Adviser. In reviewing the quality of services provided to the fund, the Committee noted that, although the fund's absolute results were negative during the nine months ended September 30, 2001, its results relative to its peers were highly favorable both for 2000 and the five and ten years ended September 30, 2001, placed it among the upper rankings of its peer group. The Committee also considered the quality and depth of the Investment Adviser's organization in general and of the investment professionals currently providing services to the fund. AMCAP Fund - Page 14 In reviewing the fees and expenses borne by the fund, the Committee noted, among other things, that the fund's advisory fees and its total expenses as a percentage of its average net assets over various periods were highly favorable in relation to its peer group. The Committee also considered steps taken in recent years by the Investment Adviser to help control the fund's transfer agency expenses. Based on their review, the Committee and the Board concluded that the advisory fees and other expenses of the fund are fair, both absolutely and in comparison with those of other funds in the industry, and that shareholders have received reasonable value in return for paying such fees and expenses. The Investment Adviser, in addition to providing investment advisory services, furnishes the services and pays the compensation and travel expenses of persons to perform the executive, administrative, clerical and bookkeeping functions of the fund, and provides suitable office space, necessary small office equipment and utilities, general purpose accounting forms, supplies, and postage used at the offices of the fund. 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 shares of the fund (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 directors unaffiliated with the Investment Adviser; association dues; costs of stationery and forms prepared exclusively for the fund; and costs of assembling and storing shareholder account data. The Agreement provides for monthly fees, accrued daily, based on the following annual rates and net asset levels: NET ASSET LEVEL
RATE IN EXCESS OF UP TO ------------------------------------------------------------------------------ 0.485% $0 $1 billion ------------------------------------------------------------------------------ 0.385 1 billion 2 billion ------------------------------------------------------------------------------ 0.355 2 billion 3 billion ------------------------------------------------------------------------------ 0.335 3 billion 5 billion ------------------------------------------------------------------------------ 0.32 5 billion 8 billion ------------------------------------------------------------------------------ 0.31 8 billion ------------------------------------------------------------------------------
The Agreement provides for a management fee reduction to the extent that the annual ordinary operating expenses of the fund's Class A shares exceed 1% of the average net assets in excess thereof. Expenses which are not subject to these limitations are interest, taxes, and extraordinary expenses. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting AMCAP Fund - Page 15 principles applicable to investment companies are accounted for as capital items and not as expenses. To the extent the fund's management fee must be waived due to Class A share expense ratios exceeding this limit, management fees will be reduced similarly for all classes of shares of the fund or other Class A fees will be waived in lieu of management fees. For the fiscal years ended 2002, 2001 and 2000, the Investment Adviser received from the fund advisory fees of $27,071,000, $27,225,000 and $23,853,000, respectively. 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 and 529 shares will continue in effect until March 31, 2003, 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 Administrative Agreement provides that the fund may terminate the agreement at any time by vote of a majority of Directors who are not interested persons of the fund. 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 all Class 529 shares. The Investment Adviser contracts 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. As compensation for its services, the Investment Adviser receives transfer agent fees for transfer agent services provided to the fund's applicable share classes. 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 for administrative services provided to the fund's applicable share classes. Administrative services fees are paid monthly, accrued daily and calculated at the annual rate of 0.15% of the average daily net assets of each respective applicable share class. Administrative service fees paid for Class C and F shares for the fiscal period ended 2002 were $92,000 and $98,000, respectively. 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; 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 AMCAP Fund - Page 16 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 Principal Underwriter for advancing the immediate service fees paid to qualified dealers and advisers who sell Class F and 529-F shares. Commissions, revenue or service fees retained by the Principal Underwriter after allowances or compensation to dealers were:
COMMISSIONS, ALLOWANCE OR FISCAL YEAR/PERIOD REVENUE COMPENSATION ------------------------------------------------------------------- OR FEES RETAINED TO DEALERS -------------------------------------- CLASS A 2002 $3,477,000 $16,084,000 2001 $2,012,000 $ 9,060,000 2000 $2,191,000 $10,261,000 --------------------------------------------------------------------------------------------------------- CLASS B 2002 $1,011,000 $ 5,743,000 2001 $ 264,000 $ 1,606,000 ---------------------------------------------------------------------------------------------------------
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 directors who are not "interested persons" of the fund and 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: shareholder services; savings to the fund in transfer agency costs; savings to the fund in advisory fees and other expenses; benefits to the investment process from growth or stability of assets; and maintenance of a financially healthy management organization. The selection and nomination of directors who are not "interested persons" of the fund are committed to the discretion of the directors who are not "interested persons" 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: (i) for Class A shares, up to 0.25% of its average daily net assets attributable to Class A shares; (ii) for Class 529-A shares, up to 0.50% of its average daily net assets attributable to Class 529-A shares; (iii) for AMCAP Fund - Page 17 Class B and 529-B shares, 1.00% of its average daily net assets attributable to Class B and 529-B shares, respectively; (iv) for Class C and 529-C shares, 1.00% of its average daily net assets attributable to Class C and 529-C shares, respectively; (v) for Class 529-E shares, up to 0.75% of its average daily net assets attributable to Class 529-E shares; and (vi) for Class F and 529-F shares, up to 0.50% of its average daily net assets attributable to Class F and 529-F shares, respectively. For Class A and 529-A shares: (i) up to 0.25% is reimbursed to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) up to the amount allowable under the fund's Class A and 529-A 12b-1 limit is reimbursed to the Principal Underwriter for paying distribution-related expenses, including for Class A and 529-A shares 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 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 that such commissions do not exceed the annual expense limit. After five quarters these commissions are not recoverable. For Class B and 529-B shares: (i) 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) 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: (i) 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) 0.75% is paid to the Principal Underwriter for paying distribution-related expenses, including commissions paid to qualified dealers. For Class 529-E shares: (i) 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) 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: 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers or advisers. Currently, no compensation is paid under the fund's Class F and 529-F Plans for distribution-related expenses. AMCAP Fund - Page 18 During the 2002 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:
12B-1 EXPENSES 12B-1 LIABILITY -------------------------- ACCRUED OUTSTANDING ---------------------------------------------------- CLASS A $17,224,000 $3,400,000 ------------------------------------------------------------------------------ CLASS B $ 982,000 $ 140,000 ------------------------------------------------------------------------------ CLASS C $ 398,000 $ 79,000 ------------------------------------------------------------------------------ CLASS F $ 114,000 $ 23,000 ------------------------------------------------------------------------------
OTHER COMPENSATION TO DEALERS - The Principal Underwriter, at its expense (from a designated percentage of its income), currently provides additional compensation to dealers. Currently, these payments are limited to the top 100 dealers who have sold shares of the fund or other funds in The American Funds Group. These payments are based principally on a pro rata share of a qualifying dealer's sales. The Principal Underwriter will, on an annual basis, determine the advisability of continuing these payments. 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 ("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 and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the fund's assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the fund's assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies), or two or more issuers which the fund controls and which are determined to be engaged in the same or similar trades or businesses. AMCAP Fund - Page 19 Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a regulated investment company's "required distribution" for the calendar year ending within the regulated investment company's taxable year over the "distributed amount" for such calendar year. The term "required distribution" means the sum of (i) 98% of ordinary income (generally net investment income) for the calendar year, (ii) 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 (iii) 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 (i) amounts actually distributed by the fund from its current year's ordinary income and capital gain net income and (ii) 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 the interest of shareholders to distribute a lesser amount. The following information may or may not apply to you depending on whether you hold fund shares in a non-taxable account, such as a qualified retirement plan. 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. Distributions of investment company taxable income and net realized capital gains to individual shareholders will be taxable whether received in shares or in cash. 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. Dividend and capital gain distributions by 529 share classes will be automatically reinvested. DIVIDENDS - The fund intends to follow the practice of distributing substantially all of its investment company taxable income, which includes any excess of net realized short-term gains over net realized long-term capital losses. 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. 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 will be eligible for the deduction for dividends received by corporations. Shareholders will be informed of the portion of dividends which so qualify. 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 which is 45 days before the date on which the shares become ex-dividend. Capital gain distributions are not eligible for the dividends-received deduction. AMCAP Fund - Page 20 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 which 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. In addition, some of the bonds may be purchased by the fund at a discount that exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having a market discount may be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond or a fund may elect to include the market discount in income in tax years to which it is attributable. Generally, accrued market discount may be figured under either the ratable accrual method or constant interest method. If the fund has paid a premium over the face amount of a bond, the fund has the option of either amortizing the premium until bond maturity and reducing the fund's basis in the bond by the amortized amount, or not amortizing and treating the premium as part of the bond's basis. In the case of any debt security having a fixed maturity date of not more than one year from its date of issue, the gain realized on disposition generally will be treated as short-term capital gain. In general, any gain realized on disposition of a security held less than one year is treated as short-term capital gain. 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 20% 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 of the fund 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. Distributions of the excess of net long-term capital gains over net short-term capital losses which the fund properly designates as "capital gain dividends" generally will be taxable to individual shareholders at a maximum 20% capital gains rate, regardless of the length of time the shares of the fund have been held by such shareholders. 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 gain during such six-month period. AMCAP Fund - Page 21 Distributions by the fund result in a reduction in the net asset value of the fund's shares. Should a distribution reduce the net asset value below a shareholder's cost basis, such distribution would nevertheless be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of investment capital. For this reason, 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 then receive a partial return of investment capital upon the distribution, which will nevertheless be taxable to them. Redemptions of shares, including exchanges for shares of another American Fund, may result in federal, state and local tax consequences (gain or loss) to the shareholder. However, conversion from one class to another class in the same fund should not be a taxable event. 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 funds. Also, 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. 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 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. AMCAP Fund - Page 22 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 COLLEGEAMERICA PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY RELATING TO COLLEGEAMERICA ACCOUNTS. PURCHASE OF SHARES
METHOD INITIAL INVESTMENT ADDITIONAL INVESTMENTS ------------------------------------------------------------------------------- See "Purchase $50 minimum (except where a Minimums" for initial lower minimum is noted under investment minimums. "Purchase Minimums"). ------------------------------------------------------------------------------- By contacting Visit any investment Mail directly to your your investment dealer dealer who is investment dealer's address registered in the printed on your account state where the statement. purchase is made, has a sales agreement with American Funds Distributors and is authorized to sell a CollegeAmerica account in the case of 529 shares. ------------------------------------------------------------------------------- By mail Make your check Fill out the account additions payable to the fund form at the bottom of a recent and mail to the account statement, make your address indicated on check payable to the fund, the account write your account number on application. Please your check, and mail the check indicate an investment and form in the envelope dealer on the account provided with your account application. statement. ------------------------------------------------------------------------------- By telephone Please contact your Complete the "Investments by investment dealer to Phone" section on the account open account, then application or American follow the procedures FundsLink Authorization Form. for additional Once you establish the investments. privilege, you, your financial advisor or any person with your account information can call American FundsLine(R) and make investments by telephone (subject to conditions noted in "Shareholder Account Services and Privileges - Telephone and Internet Purchases, Redemptions and Exchanges" below). ------------------------------------------------------------------------------- By Internet Please contact your Complete the American FundsLink investment dealer to Authorization Form. Once you open account, then establish the privilege, you, follow the procedures your financial advisor or any for additional person with your account investments. information may access American FundsLine OnLine(R) on the Internet and make investments by computer (subject to conditions noted in "Shareholder Account Services and Privileges - Telephone and Internet Purchases, Redemptions and Exchanges" below). ------------------------------------------------------------------------------- By wire Call 800/421-0180 to Your bank should wire your obtain your account additional investments in the number(s), if same manner as described under necessary. Please "Initial Investment." indicate an investment dealer on the account. Instruct your bank to wire funds to: Wells Fargo Bank 155 Fifth Street, Sixth Floor San Francisco, CA 94106 (ABA#121000248) For credit to the account of: American Funds Service Company a/c# 4600-076178 (fund name) (your fund acct. no.) -------------------------------------------------------------------------------
AMCAP Fund - Page 23 The fund and the Principal Underwriter reserve the right to reject any purchase order. Generally, Class F shares are generally only available to fee-based programs of investment firms that have special agreements with the fund's distributor and certain registered investment advisers. Class B and C shares are generally not available to certain employer-sponsored retirement plans, such as 401(k) plans, 457 plans, employer-sponsored 403(b) plans, and money purchase pension and profit sharing plans. Class 529 shares may be purchased by investors only through CollegeAmerica accounts. Class 529-E shares may only be purchased by investors participating in CollegeAmerica through an eligible employer plan. In addition, the state tax-exempt funds are only offered in certain states, and tax-exempt funds in general should not serve as retirement plan investments. PURCHASE MINIMUMS - The minimum initial investment for all funds in The American Funds Group, except the money market funds and the state tax-exempt funds, is $250. The minimum initial investment for the money market funds (The Cash Management Trust of America, The Tax-Exempt Money Fund of America, and The U.S. Treasury Money Fund of America) and the state tax-exempt funds (The Tax-Exempt Fund of California, The Tax-Exempt Fund of Maryland, and The Tax-Exempt Fund of Virginia) is $1,000. Purchase minimums are reduced to $50 for purchases through "Automatic Investment Plans" (except for the money market funds) or to $25 for purchases by retirement plans through payroll deductions and may be reduced or waived for shareholders of other funds in The American Funds Group. The minimum is $50 for additional investments (except for retirement plan payroll deductions as noted above). PURCHASE MAXIMUM FOR CLASS B SHARES - The maximum purchase order for Class B shares for all American Funds is $100,000. Direct purchases of Class B shares of The Cash Management Trust of America are not permitted; shares may be acquired only by exchanging from Class B shares of other American Funds. For investments above $100,000, Class A shares are generally a less expensive option over time due to sales charge reductions or waivers. PURCHASE MAXIMUM FOR CLASS C SHARES - The maximum purchase order for Class C shares for all American Funds is $500,000. Direct purchases of Class C shares of The Cash Management Trust of America are not permitted; shares may be acquired only by exchanging from Class C shares of other American Funds. AMCAP Fund - Page 24 FUND NUMBERS - Here are the fund numbers for use with our automated telephone line, American FundsLine/(R)/ (see description below):
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 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 ___________ *Available only in certain states.
AMCAP Fund - Page 25
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/(R)/ . . . . . . . . 1002 1202 1302 1502 1402 American Balanced Fund/(R)/ . . 1011 1211 1311 1511 1411 American Mutual Fund/(R)/ . . . 1003 1203 1303 1503 1403 Capital Income Builder/(R)/ . . 1012 1212 1312 1512 1412 Capital World Growth and Income Fund/SM/ . . . . . . . . . . . 1033 1233 1333 1533 1433 EuroPacific Growth Fund/(R)/ . . 1016 1216 1316 1516 1416 Fundamental Investors/SM/ . . . 1010 1210 1310 1510 1410 The Growth Fund of America/(R)/ 1005 1205 1305 1505 1405 The Income Fund of America/(R)/ 1006 1206 1306 1506 1406 The Investment Company of America/(R)/. . . . . . . . . . 1004 1204 1304 1504 1404 The New Economy Fund/(R)/ . . . 1014 1214 1314 1514 1414 New Perspective Fund/(R)/ . . . 1007 1207 1307 1507 1407 New World Fund/SM/ . . . . . . 1036 1236 1336 1536 1436 SMALLCAP World Fund/(R)/ . . . 1035 1235 1335 1535 1435 Washington Mutual Investors Fund/SM/ . . . . . . . . . . . 1001 1201 1301 1501 1401 BOND FUNDS American High-Income Trust/SM/ . 1021 1221 1321 1521 1421 The Bond Fund of America/SM/ . . 1008 1208 1308 1508 1408 Capital World Bond Fund/(R)/ . . 1031 1231 1331 1531 1431 Intermediate Bond Fund of America/SM/ . . . . . . . . . . 1023 1223 1323 1523 1423 U.S. Government Securities Fund/SM/. . . . . . . . . . . . 1022 1222 1322 1522 1422 MONEY MARKET FUND The Cash Management Trust of America/(R)/. . . . . . . . . . 1009 1209 1309 1509 1409
AMCAP Fund - Page 26 SALES CHARGES CLASS A SALES CHARGES - The sales charges you pay when purchasing Class A shares of stock, stock/bond, and bond funds of The American Funds Group are set forth below. The money market funds of The American Funds Group are offered at net asset value. (See "Fund Numbers" above for a listing of the funds.)
DEALER SALES CHARGE AS COMMISSION PERCENTAGE OF THE: AS PERCENTAGE ------------------ OF THE AMOUNT OF PURCHASE AT THE OFFERING PRICE NET AMOUNT OFFERING OFFERING -INVESTED- PRICE PRICE ----------------------------------------------------------------------- -------- ----- ----- STOCK AND STOCK/BOND FUNDS Less than $25,000 . . . . . . . . . 6.10% 5.75% 5.00% $25,000 but less than $50,000 . . . 5.26 5.00 4.25 $50,000 but less than $100,000. . 4.71 4.50 3.75 BOND FUNDS Less than $100,000 . . . . . . . . 3.90 3.75 3.00 STOCK, STOCK/BOND, AND BOND FUNDS $100,000 but less than $250,000 . 3.63 3.50 2.75 $250,000 but less than $500,000 . 2.56 2.50 2.00 $500,000 but less than $750,000 . 2.04 2.00 1.60 $750,000 but less than $1 million 1.52 1.50 1.20 $1 million or more. . . . . . . . none none none ----------------------------------------------------------------------------
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES - Investments of $1 million or more are sold with no initial sales charge. HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE (CDSC) MAY BE IMPOSED IF REDEMPTIONS ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution-type plans investing $1 million or more, or with 100 or more eligible employees, and Individual Retirement Account rollovers from retirement plans with assets invested in the American Funds (see "Individual Retirement Account (IRA) Rollovers" below) may invest with no sales charge and are not subject to a CDSC. 403(b) plans may be treated as employer-sponsored plans for sales charge purposes if: (i) the American Funds are principal investment options; (ii) the employer facilitates the enrollment process by, for example, allowing for onsite group enrollment meetings held during working hours; and (iii) there is only one dealer firm assigned to the plans. 403(b) plans meeting these criteria may invest with no sales charge and are not subject to a CDSC if investing $1 million or more or having 100 or more eligible employees. Investments made through accounts that purchased Class A shares of the fund before March 15, 2001 and are part of certain qualified fee-based programs, and retirement plans, endowments or foundations with $50 million or more in assets, may also be made with no sales charge and are AMCAP Fund - Page 27 not subject to a CDSC. A dealer concession of up to 1% may be paid by the fund under its Class A Plan of Distribution on investments made with no initial sales charge. In addition, Class A shares of the 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) current registered representatives, retired registered representatives with respect to accounts established while active, or full-time employees (and their spouses, parents, and children) of dealers who have sales agreements with the Principal Underwriter (or who clear transactions through such dealers) and plans for such persons or the dealers; (3) companies exchanging securities with the fund through a merger, acquisition or exchange offer; (4) insurance company separate accounts; (5) accounts managed by subsidiaries of The Capital Group Companies, Inc.; (6) The Capital Group Companies, Inc., its affiliated companies and Washington Management Corporation; (7) an individual or entity with a substantial business relationship with The Capital Group Companies, Inc. or its affiliates, as determined by a Vice President or more senior officer of the Capital Research and Management Company Fund Administration Unit; and (8) 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. Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. CONTINGENT DEFERRED SALES CHARGE ON CLASS A AND C SHARES - Except as described above, a CDSC of 1% applies to redemptions of Class A shares of the American Funds, other than the money market funds, made within 12 months following the purchase of Class A shares of $1 million or more made without an initial sales charge. A CDSC of 1% also applies to redemptions of Class C shares of the American Funds made within 12 months following the purchase of the Class C shares. The charge is 1% of the lesser of the value of the shares redeemed (exclusive of reinvested dividends and capital gain distributions) or the total cost of such shares. Shares held the longest are assumed to be redeemed first for purposes of calculating this CDSC. The CDSC may be waived in certain circumstances. See "CDSC Waivers for Class A Shares" and "CDSC Waivers for Class B and C Shares" below. AMCAP Fund - Page 28 CLASS B SALES CHARGES - Class B shares are sold without any initial sales charge. However, a CDSC may be applied to shares you sell within six years of purchase, as shown in the table below:
CONTINGENT DEFERRED SALES CHARGE ON SHARES SOLD WITHIN YEAR AS A % OF SHARES BEING SOLD -------------------------------------------------------------------------- 1 5.00% 2 4.00 3 4.00 4 3.00 5 2.00 6 1.00
There is no CDSC on appreciation in share value above the initial purchase price or on shares acquired through reinvestment of dividends or capital gain distributions. In addition, the CDSC may be waived in certain circumstances. See "CDSC Waivers for Class B and C shares" below. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. In processing redemptions of Class B shares, shares that are not subject to any CDSC will be redeemed first followed by shares that you have owned the longest during the six-year period. CLASS F AND CLASS 529-E SALES CHARGE - Class F and 529-E shares are sold with no initial or contingent deferred sales charge. DEALER COMMISSIONS AND COMPENSATION - For Class A shares, commissions (up to 1%) are paid to dealers who initiate and are responsible for purchases of $1 million or more, for purchases by any employer-sponsored defined contribution-type plan investing $1 million or more or with 100 or more eligible employees, IRA rollover accounts of $1 million or more (as described in "Individual Retirement Account (IRA) Rollovers" below), and for purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $50 million or more. Commissions on investments in Class A shares are paid 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. For Class B shares, compensation equal to 4.00% of the amount invested is paid by the Principal Underwriter to dealers who sell Class B shares. For Class C shares, compensation equal to 1.00% of the amount invested is paid by the Principal Underwriter to dealers who sell Class C shares. 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 ten-year anniversary of the purchase date. Class 529-C shares will not convert to Class 529-F shares. The conversion of shares is subject to the Internal Revenue Service's continued position that the conversions are not subject to federal income tax. In the event the Internal Revenue Service no longer takes this position, the AMCAP Fund - Page 29 automatic conversion feature may be suspended, in which event no further conversions of Class B or C shares would occur while such suspension remained in effect. In that event, at your option, Class B shares could be exchanged for Class A shares and Class C shares for Class F shares on the basis of the relative net asset values of the two classes, without the imposition of a sales charge or fee; however, such an exchange could constitute a taxable event for you. Absent such an exchange, Class B and C shares would continue to be subject to higher expenses for longer than eight years and ten years, respectively. SALES CHARGE REDUCTIONS AND WAIVERS REDUCING YOUR CLASS A SALES CHARGE - You and your "immediate family" (your spouse and your children under age 21) may combine investments to reduce your costs. You must let your investment dealer or American Funds Service Company (the "Transfer Agent") know at the time you purchase shares if you qualify for a reduction in your sales charge using one or any combination of the methods described below. STATEMENT OF INTENTION - You may enter into a non-binding commitment to purchase shares of a fund(s) over a 13-month period and receive the same sales charge as if all shares had been purchased at once. This includes purchases made during the previous 90 days, but does not include future appreciation of your investment or reinvested distributions. The reduced sales charges and offering prices set forth in the Prospectus apply to purchases of $25,000 or more for equity funds and $100,000 or more for bond funds made within a 13-month period subject to the following statement of intention (the "Statement"). The Statement is not a binding obligation to purchase the indicated amount. When a shareholder elects to use a Statement in order to qualify for a reduced sales charge, shares equal to 5% of the dollar amount specified in the Statement will 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 13-month period, the purchaser will 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. The dealer assigned to the account at the end of the period will receive an appropriate commission adjustment. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser will be liable to the Principal Underwriter for the balance still outstanding. The Statement may be revised upward at any time during the 13-month period, and such a revision will be treated as a new Statement, except that the 13-month period during which the purchase must be made will remain unchanged. Accordingly, upon your request, the sales charge paid on investments made 90 days prior to the Statement revision will be adjusted to reflect the revised Statement. Existing holdings eligible for rights of accumulation (see below), including Class A shares held in a fee-based arrangement, other classes of shares of the American Funds, and any individual investments in American Legacy variable annuities and variable life insurance policies (American Legacy, American Legacy II and American Legacy III AMCAP Fund - Page 30 variable annuities, American Legacy Life, American Legacy Variable Life, and American Legacy Estate Builder) may be credited toward satisfying the Statement. During the Statement period reinvested dividends and capital gain distributions, investments in money market funds, and investments made under a right of reinstatement will not be credited toward satisfying the Statement. The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder's death. When the trustees of certain retirement plans purchase shares by payroll deduction, the sales charge for the investments made during the 13-month period will be handled as follows: the total monthly investment will be multiplied by 13 and then multiplied by 1.5. The current value of existing American Funds investments (other than money market fund investments) and any rollovers or transfers reasonably anticipated to be invested in non-money market American Funds during the 13-month period are added to the figure determined above. The sum is the Statement amount and applicable breakpoint level. On the first investment and all other investments made pursuant to the Statement, a sales charge will be assessed according to the sales charge breakpoint thus determined. There will be no retroactive adjustments in sales charges on investments made during the 13-month period. Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms with their first purchase. AGGREGATION - Sales charge discounts are available for certain aggregated investments. Qualifying investments include those made by you and your immediate family (your spouse and your children under the age of 21), if all parties are purchasing shares for their own accounts and/or: .individual-type employee benefit plan(s), such as an IRA, 403(b) plan (see exception below), 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. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust; .endowments or foundations established and controlled by you or your immediate family; or .CollegeAmerica accounts. Accounts 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; AMCAP Fund - Page 31 .made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, again excluding 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 non-profit, charitable or educational organizations (or any employer-sponsored retirement plan for such an endowment or foundation) or any endowments or foundations established and controlled by the organization; or .for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan (see "Class A Purchases Not Subject to Sales Charges" above), or made for two or more 403(b) plans that are treated as employer-sponsored plans 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 - You may combine purchases of all classes of shares of two or more funds in The American Funds Group, as well as individual holdings in American Legacy variable annuities 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 the money market funds are excluded. RIGHTS OF ACCUMULATION - Subject to the limitations described under the aggregation policy, you may take into account the current value (or if greater, the amount you invested less any withdrawals) of your existing holdings in all share classes of The American Funds Group, as well as your holdings in Endowments (shares of which may be owned only by tax-exempt organizations), to determine your sales charge on investments in accounts eligible to be aggregated, or when making a gift to an individual or charity. When determining your sales charge, you may also take into account the value of your individual holdings, as of the end of the week prior to your investment, in various American Legacy variable annuities and variable life insurance policies. Direct purchases of the money market funds are excluded. CDSC WAIVERS FOR CLASS A SHARES - Any CDSC on Class A shares may be waived in the following cases: (1) Exchanges (except if shares acquired by exchange are then redeemed within 12 months of the initial purchase). (2) Distributions due to death or post-purchase disability of a shareholder. In the case of joint tenant accounts, if one joint tenant dies, the surviving joint tenant(s), at the time they notify the Transfer Agent of the decedent's death and remove his/her name from the account, may redeem shares from the account without incurring a CDSC. Redemptions subsequent to the notification to the Transfer Agent of the death of one of the joint owners will be subject to a CDSC. AMCAP Fund - Page 32 (3) Distributions from 403(b) plans or IRAs due to attainment of age 59-1/2, and required minimum distributions from retirement accounts upon the attainment of age 70-1/2. Such distributions may not exceed 12% of the value of the account annually. (4) Tax-free returns of excess contributions to IRAs. (5) Redemptions through systematic withdrawal plans (see "Automatic Withdrawals" below), not exceeding 12% each year of the lesser of the original purchase cost or the current market value of the shares being sold that would otherwise be subject to a CDSC. (6) For Class 529-A shareholders only, redemptions due to a beneficiary's death, post-purchase disability or receipt of a scholarship. CDSC WAIVERS FOR CLASS B AND C SHARES - Any CDSC on Class B and C shares may be waived in the following cases: (1) Redemptions through systematic withdrawal plans ("SWPs") (see "Automatic Withdrawals" below) not exceeding 12% each year of the lesser of the original purchase cost or the current market value of the shares being sold that would otherwise be subject to a CDSC. Shares not subject to a CDSC (such as shares representing reinvestment of distributions) will be redeemed first and will count toward the 12% limitation. If there are insufficient shares not subject to a CDSC, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached. The 12% SWP limit is calculated on a pro rata basis at the time the first payment is made and is recalculated thereafter on a pro rata basis at the time of each SWP payment. Shareholders who establish a SWP should be aware that the amount of that payment not subject to a CDSC may vary over time depending on fluctuations in net asset value of their account. This privilege may be revised or terminated at any time. (2) Required minimum distributions taken from retirement accounts upon the attainment of age 70-1/2. Such distributions may not exceed 12% of the value of the account annually. (3) Distributions due to death or post-purchase disability of a shareholder. In the case of joint tenant accounts, if one joint tenant dies, the surviving joint tenant(s), at the time they notify the Transfer Agent of the decedent's death and remove his/her name from the account, may redeem shares from the account without incurring a CDSC. Redemptions subsequent to the notification to the Transfer Agent of the death of one of the joint owners will be subject to a CDSC. (4) For Class 529-B and 529-C shareholders only, redemptions due to a beneficiary's death, post-purchase disability or receipt of a scholarship. CDSC waivers on Class A, B and C shares are allowed only in the cases listed above. For example, CDSC waivers will not be allowed for: .Redemptions of dividend and capital gain distributions, redemptions of appreciated shares, redemptions through SWPs, and required minimum distributions, to the extent in aggregate they exceed 12% of an account value; or .Redemptions of Class 529-B and 529-C shares due to: termination of CollegeAmerica; a determination by the Internal Revenue Service that AMCAP Fund - Page 33 CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or the Virginia College Savings Plan eliminating the fund as an option for additional investment within CollegeAmerica. INDIVIDUAL RETIREMENT ACCOUNT (IRA) ROLLOVERS Assets from a retirement plan (plan assets) may be invested in any class of shares of the American Funds through an IRA rollover plan. All such rollover investments will be subject to the terms and conditions for Class A, B, C and F shares contained in the fund's current prospectus and statement of additional information. An IRA rollover involving plan assets that offered an investment option managed by any affiliate of The Capital Group Companies, Inc., including any of the American Funds, may be invested in: 1) Class A shares at net asset value; 2) Class A shares subject to the applicable initial sales charge; 3) Class B shares; 4) Class C shares; or 5) Class F shares. Plan assets invested in Class A shares with a sales charge, B, C or F shares are subject to the terms and conditions contained in the fund's current prospectus and statement of additional information. Advisers will be compensated according to the policies associated with each share class as described in the fund's current prospectus and statement of additional information. Plan assets invested in Class A shares at net asset value will not be subject to a contingent deferred sales charge and will immediately begin to accrue service fees (i.e., shares do not have to age). Dealer commissions will be paid only on IRA rollovers of $1 million or more according to the schedule applicable to Class A share investments of $1 million or more (see "Dealer Commissions and Compensation" above). IRA rollovers that do not indicate which share class plan assets should be invested in and which do not have an adviser associated with the account will be invested in Class F shares. Additional plan assets may be rolled into the account holding F shares; however, subsequent contributions will not be allowed to be invested in F shares. 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 MUST 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. Prices which 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 whereas 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 AMCAP Fund - Page 34 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. All portfolio securities of funds managed by Capital Research and Management Company (other than money market funds) are valued, and the net asset value per share is determined as follows: 1. Equity securities, including depositary receipts, are valued at 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. In cases where equity securities are traded on more than one exchange, the securities are valued on the exchange or market determined by the Investment Adviser to be the broadest and most representative market, which may be either a securities exchange or the over-the-counter market. Fixed-income securities are valued at prices obtained from a 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 at prices for securities of comparable maturity, quality and type. Short-term securities maturing within 60 days are valued at amortized cost which approximates market value. 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 representative market quotations are not readily available are valued at fair value as determined in good faith under procedures adopted by authority of the fund's Board. The fair value of all other assets is added to the value of securities to arrive at the total assets; 2. Liabilities, including accruals of taxes and other expense items, are deducted from total assets; and 3. Net assets so obtained are then divided by the total number of shares outstanding, and the result, rounded to the nearer cent, is the net asset value per share. Any purchase order may be rejected by the Principal Underwriter or by the fund. 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 of Directors. SELLING SHARES Shares are sold at the net asset value next determined after your request is received in good order by the Transfer Agent, dealer or any of their designees. Sales of certain Class A, B and C shares may be subject to a CDSC. Generally, Class F shares may only be sold through fee-- AMCAP Fund - Page 35 based programs of investment firms and registered investment advisers with special agreements with the fund's distributor. You may sell (redeem) other classes of shares in your account in any of the following ways: THROUGH YOUR DEALER (certain charges may apply) -Shares held for you in your dealer's street name must be sold through the dealer. WRITING TO AMERICAN FUNDS SERVICE COMPANY - Requests must be signed by the registered shareholder(s). - A signature guarantee is required if the redemption is: - Over $75,000; - Made payable to someone other than the registered shareholder(s); or - Sent to an address other than the address of record, or an address of record which has been changed within the last 10 days. 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. TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR USING THE INTERNET - Redemptions by telephone, fax or the Internet (including American FundsLine/(R)/ and American FundsLine OnLine/(R)/) are limited to $75,000 per shareholder each day. - Checks must be made payable to the registered shareholder(s). - Checks must be mailed to an address of record that has been used with the account for at least 10 days. MONEY MARKET FUNDS - You may have redemptions of $1,000 or more wired to your bank by writing American Funds Service Company. AMCAP Fund - Page 36 - You may establish check writing privileges (use the money market funds 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 checking account signature card. - Check writing is not available for any of the 529 share classes or B, C or F share classes of The Cash Management Trust of America. 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 15 calendar days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 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 reinvest proceeds from a redemption or a dividend or capital gain distribution without a sales charge in any fund in The American Funds Group within 90 days after the date of the redemption or distribution. Proceeds from a Class B share redemption where a CDSC was charged will be reinvested in Class A shares. Proceeds from any other type of redemption and all dividend and capital gain distributions will be reinvested in the same share class from which the original redemption or distribution was made. Any CDSC on Class A or C shares will be credited to your account. Redemption proceeds of Class A shares representing direct purchases in the money market funds that are reinvested in non-money market 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 the Transfer Agent. 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. 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 you would like to invest ($50 minimum) and the date on which you would like your investments to occur. The plan will begin within 30 days after your account application is received. Your bank account will be debited on the day or a few days before your investment is made, depending on the bank's capabilities. The Transfer Agent will then invest your money into the fund you specified on or around the date you specified. If the date you specified falls on a weekend or holiday, your money will be invested on the following business day. However, if the following business day falls AMCAP Fund - Page 37 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 writing to 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. Dividend and capital gain distributions paid by the 529 share classes will automatically be 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") of the same share class into any other fund in The American Funds Group at net asset value, subject to the following conditions: (a) 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), (b) If the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested, (c) If you discontinue the cross-reinvestment of distributions, the value of the account of the fund receiving distributions must equal or exceed the minimum initial investment requirement. If you do not meet this requirement within 90 days of notification, the fund has the right to automatically redeem the account. EXCHANGE PRIVILEGE - You may only exchange shares into other funds in The American Funds Group within the same class. However, exchanges from Class A shares of The Cash Management Trust of America may be made to Class B or C shares of any other American Fund for dollar cost averaging purposes. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from the 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 done through fee-based programs of investment firms that have special agreements with the fund's distributor and certain registered investment advisers. 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 Uniform Transfer to Minors Act custodial accounts, may AMCAP Fund - Page 38 result in significant legal and tax consequences as described in the CollegeAmerica Program Description. Please consult your financial adviser prior to making such an exchange. You may exchange shares of other classes by writing to the Transfer Agent (see "Selling Shares"), by contacting your investment dealer, by using American FundsLine and American FundsLine OnLine (see "American FundsLine and American FundsLine OnLine" below), or by telephoning 800/421-0180 toll-free, faxing (see "American Funds Service Company Service Areas" in the prospectus for the appropriate fax numbers) or telegraphing the Transfer Agent. (See "Telephone and Internet Purchases, Redemptions and Exchanges" below.) Shares held in corporate-type retirement plans for which Capital Bank and Trust Company serves as trustee may not be exchanged by telephone, Internet, fax or telegraph. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received. (See "Price of Shares" above.) THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES. AUTOMATIC EXCHANGES - For all share classes, except the 529 classes of shares, you may automatically exchange shares of the same class in amounts of $50 or more among any of the funds in The American Funds Group on any day (or preceding business day if the day falls on a non-business day) of each month you designate. AUTOMATIC WITHDRAWALS - For all share classes, except the 529 classes of shares, you may automatically withdraw shares from any of the funds in The American Funds Group. You can make automatic withdrawals of $50 or more as often as you wish if your account is worth at least $10,000, or up to four times a year for an account worth at least $5,000. 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. 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 AMERICAN FUNDSLINE ONLINE - 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 non-retirement plan accounts, or exchange shares around the clock with American FundsLine and American FundsLine OnLine. To use these services, call 800/325-3590 from a TouchTone(TM) telephone or access the American Funds website on the Internet at www.americanfunds.com. Redemptions and exchanges through AMCAP Fund - Page 39 American FundsLine and American FundsLine OnLine 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 funds in The American Funds Group under "Purchase of Shares - 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. TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES - By using the telephone (including American FundsLine) or the Internet (including American FundsLine OnLine), fax or telegraph 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) which may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these options. However, you may elect to opt out of these options by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions, or a natural disaster, redemption and exchange requests may be made in writing only. REDEMPTION OF SHARES - The fund's Articles of Incorporation permit 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. SHARE CERTIFICATES - Shares are credited to your account and certificates are not issued unless you request them by writing to the Transfer Agent. Certificates are not available for the 529 share classes. EXECUTION OF PORTFOLIO TRANSACTIONS The Investment Adviser places orders for the fund's portfolio securities transactions. The Investment Adviser strives to obtain the best available prices in its portfolio transactions taking into account the costs and quality of executions. When, in the opinion of the Investment Adviser, two or more brokers (either directly or through their correspondent clearing agents) are in a position to obtain the best price and execution, preference may be given to brokers who have sold shares of the fund or who have provided investment research, statistical, or other related services to the Investment Adviser. The fund does not consider that it has an obligation to obtain the lowest available commission rate to the exclusion of price, service and qualitative considerations. There are occasions on which 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. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to the fund, they are effected only when the Investment AMCAP Fund - Page 40 Adviser believes that to do so is in the interest of the fund. When such concurrent authorizations occur, the objective is to allocate the executions in an equitable manner. The fund will not pay a mark-up for research in principal transactions. Brokerage commissions paid on portfolio transactions for the fiscal years ended 2002, 2001 and 2000, amounted to $4,817,000, $5,291,000 and $3,244,000, respectively. The fund is required to disclose information regarding investments in the securities of broker-dealers (or parent companies of broker-dealers that derive more than 15% of their revenue from broker-dealer activities) which have certain relationships with the fund. During the last fiscal year, Bank of America Corp. was among the top 10 dealers that received the largest amount of brokerage commissions and/or that acted as principals in portfolio transactions. The fund held equity securities of Bank of America Corp. in the amount of $25,580,000 as of the close of its most recent fiscal year. 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 sub-custodial 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 each shareholder's account, 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. American Funds Service Company was paid a fee of $6,428,000 for Class A shares and $107,000 for Class B shares for the 2002 fiscal year. INDEPENDENT AUDITORS - Deloitte & Touche LLP, 350 South Grand Avenue, Suite 200, Los Angeles, CA 90071, serves as the fund's independent auditors 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 Deloitte & Touche LLP, independent auditors, given on the authority of said firm as experts in accounting and auditing. The selection of the fund's independent auditors is reviewed and determined annually by the Board of Directors. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS - The fund's fiscal year ends on February 28. Shareholders are provided updated prospectuses annually and at least semiannually with reports showing the investment portfolio, financial statements and other information. The fund's annual financial statements are audited by the fund's independent auditors, Deloitte & Touche LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of prospectuses, shareholder reports and proxy statements. To receive additional copies of a prospectus, report or proxy statement, shareholders should contact the Transfer Agent. AMCAP Fund - Page 41 PERSONAL INVESTING POLICY - The fund, Capital Research and Management Company and its affiliated companies, including the fund's principal underwriter, have adopted codes of ethics which allow for personal investments, including securities in which the fund may invest from time to time. This policy includes: a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; pre-clearance 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. OTHER INFORMATION - The financial statements including the investment portfolio and the report of Independent Auditors contained in the Annual Report are included in this Statement of Additional Information. The following information is not included in the Annual Report: DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE PER SHARE FOR CLASS A SHARES -- FEBRUARY 28, 2002
Net asset value and redemption price per share (Net assets divided by shares outstanding) . . . . . . . . . $15.29 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). . . . . . . . . . . . . . . . . . . . . . . . $16.22
CLASS A SHARE INVESTMENT RESULTS AND RELATED STATISTICS The fund's yield was 0.20% based on a 30-day (or one month) period ended February 28, 2002, computed by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula as required by the Securities and Exchange Commission: YIELD = 2[((a-b)/cd + 1)/6/ -1] Where: a = dividends and interest earned during the period. b = expenses accrued for the period (net of reimbursements). c = the average daily number of shares outstanding during the period that were entitled to receive dividends. d = the maximum offering price per share on the last day of the period. The fund may also calculate a distribution rate on a taxable and tax equivalent basis. The distribution rate is computed by dividing the dividends paid by the fund over the last 12 months by the sum of the month-end net asset value or maximum offering price and the capital gains paid over the last 12 months. The distribution rate may differ from the yield. The fund's one-year total return and five- and ten-year average annual total returns at the maximum offering price for the periods ended February 28, 2002 were -12.41%, 12.85% and AMCAP Fund - Page 42 12.42%, respectively. The fund's one-year total return and five- and ten-year average annual total returns at net asset value for the periods ended February 28, 2002 were -7.08%, 14.19% and 13.09%, respectively. The average total return ("T") is computed by equating the value at the end of the period ("ERV") with a hypothetical initial investment of $1,000 ("P") over a period of years ("n") according to the following formula as required by the Securities and Exchange Commission: P(1+T)/n/ = ERV. In calculating average annual total return at the maximum offering price, the fund assumes: (1) deduction of the maximum sales load of 5.75% from the $1,000 initial investment; (2) reinvestment of dividends and distributions at net asset value on the reinvestment date determined by the Board; and (3) a complete redemption at the end of any period illustrated. In addition, the fund will provide lifetime average total return figures. From time to time, the fund may calculate investment results for Class B, C, F, 529 and R shares. The fund may also, at times, calculate total return based on net asset value per share (rather than the offering price), in which case the figure would not reflect the effect of any sales charges which would have been paid if shares were purchased during the period reflected in the computation. Consequently, total return calculated in this manner will be higher. These total returns may be calculated over periods in addition to those described above. Total return for the unmanaged indices will be calculated assuming reinvestment of dividends and interest, but will not reflect any deductions for advisory fees, brokerage costs or administrative expenses. The fund may include information on its investment results and/or comparisons of its investment results to various unmanaged indices (such as the Dow Jones Average of 30 Industrial Stocks and the Standard and Poor's 500 Composite Stock Index) or results of other mutual funds or investment or savings vehicles in advertisements or in reports furnished to present or prospective shareholders. The fund may also, from time to time, combine its results with those of other funds in The American Funds Group for purposes of illustrating investment strategies involving multiple funds. The fund may refer to results and surveys compiled by organizations such as CDA/ Wiesenberger, Ibbotson Associates, Lipper Analytical Services, Morningstar, Inc., and by the U.S. Department of Commerce. Additionally, the fund may refer to results published in various newspapers and periodicals, including Barron's, -------- Forbes, Fortune, Institutional Investor, Kiplinger's Personal Finance Magazine, ------ ------- ---------------------- ------------------------------------- Money, U.S. News and World Report and The Wall Street Journal. ----- -------------------------- ----------------------- The fund may illustrate the benefits of tax-deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The fund may compare its investment results with the Consumer Price Index, which is a measure of the average change in prices over time in a fixed market basket of goods and services (e.g. food, clothing, fuels, transportation, and other goods and services that people buy for day-to-day living). AMCAP Fund - Page 43 APPENDIX Description of Bond Ratings BOND RATINGS - The ratings of Moody's and S&P are based on the analysis and represents a judgment expressed in shorthand terms of the strengths and weaknesses of the bonds which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Moody's rates the long-term debt securities issued by various entities from ------- "Aaa" to "C." Moody's applies the numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Ratings are described as follows: "Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as 'gilt edge.' Interest payments are protected by a large or by an exceptionally stable margin, and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues." "Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities, or fluctuation of protective elements may be of greater amplitude, or there may be other elements present which make the long-term risks appear somewhat larger than the Aaa securities." "Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future." "Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and, in fact, have speculative characteristics as well." "Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class." "Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small." "Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest." AMCAP Fund - Page 44 "Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings." "Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing." Standard & Poor's Corporation ("Standard & Poor's") rates the long-term debt --------------------------------------------------- securities of various entities in categories ranging from "AAA" to "D" according to quality. 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. Ratings are described as follows: 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 a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong." A "An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions that 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. 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 AMCAP Fund - Page 45 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." C "A subordinated debt or preferred stock obligation rated 'C' is CURRENTLY HIGHLY VULNERABLE to nonpayment. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken but payments on this obligation are being continued. A 'C' also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments but that is currently paying." 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." AMCAP Fund - Page 46 Amcap Fund Investment portfolio, February 28, 2002 Percent of net Largest Equity Holdings assets Viacom 2.70% Fannie Mae 2.25 Interpublic Group 1.82 Robert Half International 1.74 Lowe's 1.73 Philip Morris 1.69 Kohl's 1.60 Concord EFS 1.51 USA Education 1.49 Capital One Financial 1.49
Amcap Fund Investment portfolio, February 28, 2002 Percent of net Largest Industry Holdings assets Commercial Services & Supplies 10.19% Media 9.31 Diversified Financials 6.05 Semiconductor Equipment & Products 5.94 Pharmaceuticals 4.21 Other Industries 41.10 Cash & Equivalents 23.20
AMCAP Fund Investment portfolio, February 28, 2002 Market Number of value Equity securities (common stocks) Shares (000) COMMERCIAL SERVICES & SUPPLIES - 10.19% Robert Half International Inc. (1) 5,200,000 $135,252 Concord EFS, Inc. (1) 3,900,000 117,117 Avery Dennison Corp. 1,582,500 101,280 Sabre Holdings Corp., Class A (1) 1,950,000 85,819 Paychex, Inc. 1,600,000 59,120 Ceridian Corp. (1) 2,702,000 50,257 IMS Health Inc. 2,100,000 42,000 DeVry Inc. (1) 1,265,000 40,961 Pitney Bowes Inc. 975,000 40,677 ServiceMaster Co. 2,730,200 37,049 Ionics, Inc. (1) 700,000 22,477 Apollo Group, Inc., Class A (1) 392,950 19,078 Education Management Corp. (1) 420,600 16,647 First Data Corp. 150,000 12,228 Equifax Inc. 250,000 7,500 Certegy Inc. (1) 125,000 4,644 MEDIA - 9.31% Viacom Inc., Class B, nonvoting (1) 4,512,400 210,052 Interpublic Group of Companies, Inc. 5,195,300 141,312 AOL Time Warner Inc. (1) 4,147,500 102,858 Clear Channel Communications, Inc. (1) 1,996,500 93,077 USA Networks, Inc. (1) 2,250,000 66,510 Liberty Media Corp., Class A (1) 4,600,000 58,880 Comcast Corp., Class A, nonvoting (1) 1,500,000 50,805 DIVERSIFIED FINANCIALS - 6.05% Fannie Mae 2,231,000 174,576 USA Education Inc. 1,250,000 115,937 Capital One Financial Corp. 2,350,000 115,784 Freddie Mac 1,000,000 63,740 SEMICONDUCTOR EQUIPMENT & PRODUCTS - 5.94% Applied Materials, Inc. (1) 2,300,000 99,981 Texas Instruments Inc. 3,250,000 95,387 Maxim Integrated Products, Inc. (1) 1,350,000 61,776 Linear Technology Corp. 1,300,000 47,879 Altera Corp. (1) 2,450,000 46,721 Xilinx, Inc. (1) 1,000,000 35,920 PMC-Sierra, Inc. (1) 1,856,000 27,116 Analog Devices, Inc. (1) 650,000 24,186 KLA-Tencor Corp. (1) 400,000 23,164 PHARMACEUTICALS - 4.21% Eli Lilly and Co. 1,295,000 98,070 Pfizer Inc 1,518,200 62,185 Medicis Pharmaceutical Corp., Class A (1) 1,030,300 57,686 Schering-Plough Corp. 800,000 27,592 Merck & Co., Inc. 400,000 24,532 Bristol-Myers Squibb Co. 425,000 19,975 Forest Laboratories, Inc. (1) 230,000 18,290 Johnson & Johnson 245,000 14,921 Pharmacia Corp. 100,000 4,105 MULTILINE RETAIL - 3.25% Kohl's Corp. (1) 1,840,000 124,513 Dollar General Corp. 6,228,500 91,870 Big Lots, Inc. (1) 2,895,312 36,481 HEALTH CARE EQUIPMENT & SUPPLIES - 3.12% Medtronic, Inc. 2,560,000 114,022 Guidant Corp. (1) 2,213,300 91,852 Becton, Dickinson and Co. 1,000,000 36,690 SOFTWARE - 3.03% Microsoft Corp. (1) 1,530,000 89,260 National Instruments Corp. (1) 1,412,500 51,683 Macromedia, Inc. (1) 2,000,000 35,000 Intuit Inc. (1) 700,000 26,523 HNC Software Inc. (1) 1,600,000 22,528 Cadence Design Systems, Inc. (1) 500,000 10,575 SPECIALTY RETAIL - 3.00% Lowe's Companies, Inc. 2,970,000 134,393 Gap, Inc. 3,880,000 46,444 Staples, Inc. (1) 1,500,000 29,505 AutoZone, Inc. (1) 350,000 23,226 ELECTRONIC EQUIPMENT & INSTRUMENTS - 2.50% Sanmina-SCI Corp. (formed by the merger of 7,660,000 77,749 SCI Systems, Inc. and Sanmina Corp.) (1) Solectron Corp. (1) 5,666,700 46,864 Jabil Circuit, Inc. (1) 1,737,000 32,395 Rogers Corp. (1) 750,000 23,250 Tech Data Corp. (1) 300,000 13,740 BANKS - 2.30% Wells Fargo & Co. 1,700,000 79,730 M&T Bank Corp. 959,230 73,381 Bank of America Corp. 400,000 25,580 INSURANCE - 2.17% American International Group, Inc. 1,468,750 108,643 Mercury General Corp. 700,000 30,240 Reinsurance Group of America, Inc. 1,000,000 29,700 HOTELS, RESTAURANTS & LEISURE - 2.16% Brinker International, Inc. (1) 1,725,000 59,237 International Game Technology (acquired 700,000 47,264 Anchor Gaming) (1) Carnival Corp. 1,725,200 47,081 Papa John's International, Inc. (1) 560,000 14,510 TOBACCO - 1.69% Philip Morris Companies Inc. 2,500,000 131,650 DIVERSIFIED TELECOMMUNICATION SERVICES - 1.68% CenturyTel, Inc. 2,750,000 91,300 ALLTEL Corp. 700,000 38,955 AIRLINES - 1.44% Southwest Airlines Co. 4,597,300 97,049 SkyWest, Inc. 600,000 15,240 COMPUTERS & PERIPHERALS - 1.30% International Business Machines Corp. 250,000 24,530 Lexmark International, Inc., Class A (1) 463,300 23,031 EMC Corp. (1) 1,650,000 17,985 Hewlett-Packard Co. 800,000 16,096 Electronics for Imaging, Inc. (1) 525,000 10,185 Compaq Computer Corp. 900,000 9,126 COMMUNICATIONS EQUIPMENT - 1.26% Cisco Systems, Inc. (1) 6,279,300 89,606 Corning Inc. (1) 1,250,000 8,413 INTERNET & CATALOG RETAIL - 1.23% eBay Inc. (1) 1,840,000 95,772 WIRELESS TELECOMMUNICATION SERVICES - 1.14% AT&T Wireless Services, Inc. (1) 3,000,000 30,270 Western Wireless Corp., Class A (1) 3,575,000 29,065 Nextel Communications, Inc., Class A (1) 5,805,000 28,967 PERSONAL PRODUCTS - 1.04% Avon Products, Inc. 1,560,000 80,636 ELECTRIC UTILITIES - 1.01% Duke Energy Corp. 2,234,500 78,878 ENERGY EQUIPMENT & SERVICES - 0.85% Schlumberger Ltd. 1,135,100 66,074 FOOD & DRUG RETAILING - 0.79% Walgreen Co. 1,000,000 40,240 Albertson's, Inc. 700,000 21,182 OFFICE ELECTRONICS - 0.76% Zebra Technologies Corp., Class A (1) 1,150,000 59,214 TEXTILES & APPAREL - 0.73% NIKE, Inc., Class B 969,700 57,077 INTERNET SOFTWARE & SERVICES - 0.72% Yahoo! Inc. (1) 2,155,600 31,170 VeriSign, Inc. (1) 1,050,000 24,917 CHEMICALS - 0.68% Cambrex Corp. 1,270,000 52,565 HEALTH CARE PROVIDERS & SERVICES - 0.67% WellPoint Health Networks Inc. (1) 425,000 51,689 BIOTECHNOLOGY - 0.36% Genentech, Inc. (1) 600,000 28,320 BEVERAGES - 0.21% Robert Mondavi Corp., Class A (1) 440,000 16,500 AIR FREIGHT & COURIERS - 0.12% Atlas Air Worldwide Holdings, Inc. (1) 995,000 8,975 Miscellaneous - 1.89% Other equity securities in initial period of acquisition 147,101 Total equity securities (cost: $4,935,184,000) 5,970,830 Principal Market amount value Short-term securities (000) (000) Federal agency discount notes - 13.87% Federal Home Loan Banks 1.58%-2.15% due 3/15-5/24/2002 $378,800 377,949 Freddie Mac 1.57%-2.17% due 3/14-7/18/2002 344,200 343,266 Fannie Mae 1.67%-2.15% due 3/7-6/13/2002 337,950 337,027 Federal Farm Credit Bank 1.74% due 4/23-5/10/2002 20,300 20,246 Corporate short-term notes - 9.35% Corporate Asset Funding Co. Inc. 1.75%-1.80% 81,800 81,627 due 3/6-4/22/2002 (2) American General Finance Corp. 1.79% due 3/13/2002 50,000 49,968 Merck & Co., Inc. 1.85%-2.02% due 3/25-4/29/2002 50,000 49,884 American Express Credit Corp. 1.78%-1.79% due 3/1-4/11/2002 47,900 47,851 Procter & Gamble Co. 1.74%-1.79% due 3/18-5/10/2002(2) 47,840 47,730 General Electric Capital Corp. 1.61%-1.88% due 3/1-3/11/2002 42,620 42,603 Triple-A One Funding Corp. 1.78%-1.79% due 3/8-3/12/2002(2) 40,547 40,524 Motiva Enterprises LLC 1.75%-1.77% due 3/8-4/22/2002 40,500 40,450 Ford Motor Credit Co. 1.63%-1.80% due 3/4-3/5/2002 40,000 39,991 Minnesota Mining and Manufacturing Co. 1.75% due 3/20/2002 34,000 33,967 Verizon Network Funding Corp. 1.78% due 5/21/2002 33,900 33,759 Park Avenue Receivables Corp. 1.72% due 3/20/2002 (2) 29,300 29,272 BellSouth Corp. 1.74% due 4/1/2002 (2) 25,000 24,961 E.W. Scripps Co. 1.64% due 4/17/2002(2) 25,000 24,945 J.P. Morgan Chase & Co. 1.76% due 3/26/2002 21,400 21,373 Kraft Foods Inc. 1.72% due 3/6/2002 20,000 19,994 Abbott Laboratories 1.75% due 3/28/2002(2) 20,000 19,973 Coca-Cola Co. 1.74% due 4/26/2002 18,700 18,648 Verizon Global Funding Corp. 1.72% due 4/16/2002 (2) 18,200 18,159 SBC Communications Inc. 1.77% due 4/4/2002(2) 16,500 16,472 Wells Fargo & Co. 1.80% due 3/5/2002 15,500 15,496 Golden Peanut Co., LLC 2.05% due 3/15/2002 9,415 9,407 U.S. Treasuries - 1.27% U.S. Treasury Bills 1.71%-2.15% due 3/7-7/11/2002 98,700 98,276 Total short-term securities (cost: $1,903,850,000) 1,903,818 Total investment securities (cost: $6,839,034,000) 7,874,648 Excess of payables over cash and receivables 100,475 Net assets $7,774,173 (1) Non-income-producing security. (2) Restricted security that can be resold only to institutional investors. In practice, this security is as liquid as unrestricted securities in the portfolio. See Notes to Financial Statements
AMCAP Fund Financial statements Statement of assets and liabilities (dollars and shares in thousands, except per share amounts) at February 28, 2002 Assets: Investment securities at market (cost: $6,839,034) $7,874,648 Cash 52 Receivables for: Sales of investments $27,510 Sales of fund's shares 29,449 Dividends and interest 4,442 61,401 7,936,101 Liabilities - Payables for: Purchases of investments 150,477 Repurchases of fund's shares 4,253 Investment advisory services 2,132 Services provided by affiliates 4,221 Deferred Directors' compensation 824 Other fees and expenses 21 161,928 Net assets at February 28, 2002 $7,774,173 Net assets consist of: Capital paid in on shares of capital stock $6,687,139 Distributions in excess of net investment income (824) Undistributed net realized gain 52,244 Net unrealized appreciation 1,035,614 Net assets at February 28, 2002 $7,774,173 Total authorized capital stock - 750,000,000 shares, $1.00 par value Shares Net asset value Net assets Outstanding per share (1) Class A $7,355,935 481,204 $15.29 Class B 173,969 11,507 15.12 Class C 112,013 7,435 15.07 Class F 131,192 8,605 15.25 Class 529-A 820 54 15.29 Class 529-B 122 8 15.28 Class 529-C 122 8 15.28 (1) Maximum offering price and redemption price per share are equal to the net asset value per share for all share classes, except for Class A and Class 529-A, for which the maximum offering price per share is $16.22 for both. Statement of operations for the year ended February 28, 2002 Investment income: (dollars in thousands) Income: Interest $61,216 Dividends 35,605 $96,821 Fees and expenses: Investment advisory services 27,071 Distribution services 18,718 Transfer agent services 6,535 Administrative services 190 Reports to shareholders 292 Registration statement and prospectus 505 Postage, stationery and supplies 941 Directors' compensation 28 Auditing and legal 64 Custodian 123 State and local taxes 105 Other 25 54,597 Net investment income 42,224 Net realized gain and unrealized depreciation on investments: Net realized gain on investments 127,310 Net unrealized depreciation on investments (739,189) Net realized gain and unrealized depreciation on investments (611,879) Net decrease in net assets resulting from operations (569,655) Statement of changes in net assets (dollars in thousands) Year ended February 28 2002 2001 Operations: Net investment income $42,224 $89,643 Net realized gain on investments 127,310 724,100 Net unrealized depreciation on investments (739,189) (589,366) Net (decrease) increase in net assets resulting from operations (569,655) 224,377 Dividends and distributions paid to shareholders: Dividends from net investment income (40,091) (41,756) Distributions from net realized gain on investments (316,801) (880,993) Total dividends and distributions paid to shareholders (356,892) (922,749) Capital share transactions 1,242,769 886,707 Total increase in net assets 316,222 188,335 Net assets: Beginning of year 7,457,951 7,269,616 End of year (including distributions in excess of net investment income and undistributed net investment income: $(824) and $7,906, respectively) $7,774,173 $7,457,951 See Notes to Financial Statements
AMCAP Fund Notes to financial statements 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - AMCAP Fund, Inc. (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 by investing in growing, profitable companies. The fund offers nine share classes consisting of four retail share classes and five CollegeAmerica savings plan share classes. The CollegeAmerica savings plan share classes (Classes 529-A, 529-B, 529-C, 529-E and 529-F) are sponsored by the Commonwealth of Virginia and can be utilized to save for college education. The fund's share classes are described below:
SHARE CLASS INITIAL SALES CHARGE CONTINGENT DEFERRED CONVERSION FEATURE SALES CHARGE UPON REDEMPTION Class A and Up to 5.75% None None Class 529-A Class B and None Declines from 5% to Class B and Class 529-B convert Class 529-B zero for redemptions to Class A and Class 529-A, within six years of respectively after eight years purchase Class C None 1% for redemptions Class C converts to Class F within one year of after 10 years purchase Class 529-C None 1% for redemptions None within one year of purchase Class 529-E * None None None Class F and None None None Class 529-F *
* As of February 28, 2002, there were no Class 529-E or Class 529-F shares outstanding. Holders of all share classes have equal pro rata rights to assets, dividends and liquidation. 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 last reported sale price on the broadest and most representative exchange or market on which such securities are traded, as determined by the fund's investment adviser, as of the close of business or, lacking any sales, at the last available bid price. Fixed-income securities are valued at prices obtained from a pricing service. However, where the investment adviser deems it appropriate, they will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. Short-term securities maturing within 60 days are valued at amortized cost, which approximates market value. 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. Securities and other assets for which representative market quotations are not readily available are valued at fair value as determined in good faith by authority of the fund's Board of Directors. 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. 2. 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. DISTRIBUTIONS - Distributions 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 short-term capital gains and losses, capital losses related to sales of securities within 30 days of purchase and cost of investments sold. 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. The fund may also designate a portion of the amount paid to redeeming shareholders as a distribution for tax purposes. As of February 28, 2002, the cost of investment securities for federal income tax purposes was $6,839,358,000. During the year ended February 28, 2002, the fund reclassified $8,974 ,000 from undistributed net investment income and $369,000 from realized gains to additional paid-in capital to align book with tax reporting. As of February 28, 2002, the components of distributable earnings on a tax basis were as follows:
(DOLLARS IN THOUSANDS) Undistributed net investment income $0 Undistributed long-term gains 52,569 Unrealized appreciation 1,773,404 Unrealized depreciation (738,114)
The tax character of distributions paid was as follows: (DOLLARS IN THOUSANDS)
DISTRIBUTIONS FROM ORDINARY DISTRIBUTIONS TOTAL INCOME FROM DISTRIBUTIONS NET INVESTMENT SHORT-TERM LONG-TERM PAID INCOME CAPITAL GAINS CAPITAL GAINS YEAR ENDED FEBRUARY 28, 2002 Class A $39,097 - $310,752 $349,849 Class B 286 - 3,626 3,912 Class C(1) 228 - 1,165 1,393 Class F(1) 480 - 1,258 1,738 Class 529-A(2) - - - - Class 529-B(2) - - - - Class 529-C(2) - - - - Total $40,091 - $316,801 $356,892
DISTRIBUTIONS FROM ORDINARY DISTRIBUTIONS TOTAL INCOME FROM DISTRIBUTIONS NET INVESTMENT SHORT-TERM LONG-TERM PAID INCOME AND CAPITAL GAINS CAPITAL GAINS CURRENCY GAINS YEAR ENDED FEBRUARY 28, 2001 Class A $41,671 - $878,976 $920,647 Class B(3) 85 - 2,017 2,102 Total $41,756 - $880,993 $922,749
(1) Class C and Class F shares were not offered before March 15, 2001. (2) Class 529-A, Class 529-B and Class 529-C shares were not offered before February 15, 2002. (3) Class B shares were not offered before March 15, 2000. 3. 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 ("AFS"), the fund's transfer agent, and American Funds Distributors ("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 series of annual rates beginning with 0.485% per annum on the first $1 billion of daily net assets and decreasing to 0.310% on such assets in excess of $8 billion. For the year ended February 28, 2002, the investment advisory services fee was equivalent to an annualized rate of 0.359% of average daily net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes. Under the plans, the Board of Directors approves certain categories of expenses which are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on average daily net assets of up to 0.25% for Class A shares; 0.50% for Class 529-A shares; 1.00% for Class B, Class 529-B, Class C and Class 529-C shares; 0.75% for Class 529-E shares; and 0.50% for Class F and Class 529-F shares. In some cases, the Board of Directors approved expense amounts lower than plan limits. All share classes may use up to 0.25% of these expenses to pay service fees, or to compensate AFD for paying service fees to firms that have entered into agreements with AFD for providing certain shareholder services. Additionally, the Board of Directors has approved the following categories of distribution expenses: CLASS A AND CLASS 529-A - Dealers and wholesalers receive commissions from AFD for certain shares sold without a sales charge. Each class reimburses AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit is not exceeded. Although the Class 529-A plan has an annual expense limit of 0.50% average daily net assets, currently the expense is limited to 0.25% of such assets. CLASS B, CLASS 529-B, CLASS C AND CLASS 529-C - Each class pays AFD annual fees of 0.75% of its respective average daily net assets to compensate dealers and wholesalers for shares sold. CLASS 529-E - AFD is paid annual fees of 0.25% of average daily net assets to compensate dealers and wholesalers for shares sold. CLASS F AND CLASS 529-F- Although the plan has an annual expense limit of 0.50% of its respective average daily net assets, currently there are no additional approved categories of expense for these classes. TRANSFER AGENT SERVICES - The fund has a transfer agency agreement with AFS for Class A and Class B shares. Under this agreement, these share classes compensate AFS for transfer agency services including shareholder record keeping, communications and transaction processing. AFS is compensated for transfer agency 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 agency and other related shareholder services for all classes of shares other than Class A and Class B. Each relevant class pays CRMC annual fees of 0.15% based on its respective average daily net assets, plus amounts payable for certain transfer agency services. CRMC may use these fees to compensate third parties for performing these services. Each 529 share class is subject to an additional annual administrative 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. Expenses under the agreements described above for the year ended February 28, 2002 are as follows (dollar in thousands):
FUND SHARE DISTRIBUTION TRANSFER AGENT ADMINISTRATIVE SERVICES CLASSES SERVICES SERVICES Class A $17,224 $6,428 Not applicable Class B 982 107 Not applicable Class C 398 Not applicable $92 Class F 114 Not applicable 98 Class 529-A - * Not applicable - * Class 529-B - * Not applicable - * Class 529-C - * Not applicable - *
*Amount less than 1,000. DEFERRED DIRECTORS'COMPENSATION - Since the adoption of the deferred compensation plan in 1993, Directors 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' fees in the accompanying financial statements include the current fees (either paid in cash or deferred) and the net increase or decrease 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. No affiliated officers or Directors received any compensation directly from the fund. 4. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows: YEAR ENDED FEBRUARY 28, 2002 (DOLLARS AND SHARES IN THOUSANDS)
SALES REINVESTMENTS OF REPURCHASES DIVIDENDS AND DISTRIBUTIONS AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES CLASS A $1,390,170 85,936 $328,360 19,637 $(878,684) (54,504) $839,846 51,069 CLASS B 154,318 9,654 3,789 229 (12,276) (780) 145,831 9,103 CLASS C (1) 120,095 7,600 1,336 81 (3,787) (246) 117,644 7,435 CLASS F(1) 148,673 9,290 1,607 97 (11,896) (782) 138,384 8,605 CLASS 820 54 - - (1) -* 819 54 529-A(2) CLASS 122 8 - - - * -* 122 8 529-B(2) CLASS 123 8 - - - * -* 123 8 529-C(2) TOTAL NET $1,814,321 112,550 $335,092 20,044 $(906,644) (56,312) $1,242,769 76,282 INCREASE (DECREASE) IN FUND
YEAR ENDED FEBRUARY 28, 2001 (DOLLARS IN THOUSANDS)
SALES REINVESTMENTS OF REPURCHASES NET INCRASE DIVIDENDS AND DISTRIBUTIONS Amount Shares Amount Shares Amount Shares Amount Shares Class A $1,001,085 53,407 $864,420 48,069 $(1,023,261) (53,993) $842,244 47,483 Class B(3) 46,993 2,543 2,056 116 (4,586) (255) 44,463 2,404 Total net $1,048,078 55,950 $866,476 48,185 $(1,027,847) (54,248) $886,707 49,887 increase (decrease) in fund
* Amount less than 1,000. (1) Class C and Class F shares were not offered before March 15, 2001. (2) Class 529-A, Class 529-B, Class 529-C, Class 529-E and Class 529-F shares were not offered before February 15, 2002. (3) Class B shares were not offered before March 15, 2000. 5. RESTRICTED SECURITIES The fund has invested in certain securities for which resale may be limited to qualified buyers or which are otherwise restricted. These securities are identified in the investment portfolio. Any costs incurred in connection with the disposition of such securities will be recorded in the fund on the date of disposition. As of February 28, 2002, the total value of restricted securities was $303,663,000, which represents 3.91% of the net assets of the fund. 6. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $2,073,995,000 and $1,456,949,000, respectively, during the year ended February 28, 2002. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the year ended February 28, 2002, the custodian fee of $123,000 includes $13,000 that was offset by this reduction rather than paid in cash. Financial Highlights (1) Income from investment operations Net(losses) gains on securities (both Net asset Net realized Total value, investment and from beginning income unrealized) investment of period (loss) (2) (2.00) operations Class A: Year ended 2/28/2002 $ 17.24 $.09 $(1.24) $(1.15) Year ended 2/28/2001 19.00 .22 .38 .60 Year ended 2/29/2000 17.84 .13 3.61 3.74 Year ended 2/28/1999 16.93 .12 3.21 3.33 Year ended 2/28/1998 14.60 .10 4.80 4.90 Class B: Year ended 2/28/2002 17.14 (.04) (1.23) (1.27) Period from 3/15/2000 to 2/28/2001 19.06 .09 .31 .40 Class C - Period from 3/15/2001 to 2/28/2002 16.50 (.07) (.59) (.66) Class F - Period from 3/16/2001 to 2/28/2002 16.34 .05 (.33) (.28) Class 529-A - Period from 2/15/2002 to 2/28/2002 15.48 .01 (.20) (.19) Class 529-B - Period from 2/19/2002 to 2/28/2002 15.21 -5 .07 .07 Class 529-C - Period from 2/19/2002 to 2/28/2002 15.21 -5 .07 .07 Dividends and Distributions Net Dividends asset (from net Distributions value, investment (from capital Total end of income) gains) distributions period Class A: Year ended 2/28/2002 $(.09) $(.71) $(.80) $ 15.29 Year ended 2/28/2001 (.10) (2.26) (2.36) 17.24 Year ended 2/29/2000 (.10) (2.48) (2.58) 19.00 Year ended 2/28/1999 (.13) (2.29) (2.42) 17.84 Year ended 2/28/1998 (.10) (2.47) (2.57) 16.93 Class B: Year ended 2/28/2002 (.04) (.71) (.75) 15.12 Period from 3/15/2000 to 2/28/2001 (.06) (2.26) (2.32) 17.14 Class C - Period from 3/15/2001 to 2/28/2002 (.06) (.71) (.77) 15.07 Class F - Period from 3/16/2001 to 2/28/2002 (.10) (.71) (.81) 15.25 Class 529-A - Period from 2/15/2002 to 2/28/2002 - - - 15.29 Class 529-B - Period from 2/19/2002 to 2/28/2002 - - - 15.28 Class 529-C - Period from 2/19/2002 to 2/28/2002 - - - 15.28 Ratio of net Ratio of income Net assets, expenses (loss) to Total end of period to average average return (3) (in millions) net assets net assets Class A: Year ended 2/28/2002 (7.08)% $7,356 .71% .58% Year ended 2/28/2001 3.03 7,417 .67 1.18 Year ended 2/29/2000 22.30 7,270 .68 .72 Year ended 2/28/1999 21.07 5,939 .67 .70 Year ended 2/28/1998 36.97 4,891 .68 .62 Class B: Year ended 2/28/2002 (7.82) 174 1.49 (.27) Period from 3/15/2000 to 2/28/2001 1.93 41 1.47 (4) 0.5 (4) Class C - Period from 3/15/2001 to 2/28/2002 (4.44) 112 1.61 (4) (.46) (4) Class F - Period from 3/16/2001 to 2/28/2002 (2.12) 131 .84 (4) .31 (4) Class 529-A - Period from 2/15/2002 to 2/28/2002 (1.23) 1 .03 .03 Class 529-B - Period from 2/19/2002 to 2/28/2002 .46 - (6) .04 - (7) Class 529-C - Period from 2/19/2002 to 2/28/2002 .46 - (6) .04 - (7) Supplemental data - all classes Year ended February 28 or 29 2002 2001 2000 1999 Portfolio turnover rate 25% 39% 34% 36% (1) Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. (2) Years ended 2000, 1999 and 1998 are based on shares outstanding on the last day of the year; all other periods are based on average shares outstanding. (3) Total returns exclude all sales charges, including' contingent deferred sales charges. (4) Annualized (5) Amount less than one cent. (6) Amount less than 1 million. (7) Amount less than 0.01 percent.
Independent auditor's report To the Board of Directors and Shareholders of AMCAP Fund, Inc. We have audited the accompanying statement of assets and liabilities of AMCAP Fund, Inc. (the "Fund"), including the investment portfolio, as of February 28, 2002, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits. We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures include confirmation of securities owned as of February 28, 2002, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AMCAP Fund, Inc. as of February 28, 2002, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Los Angeles, California March 28, 2002 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. During the fiscal year ended February 28, 2002, the fund paid a long-term capital gain distribution of $316,801,000. The fund also designated as a capital gain distribution a portion of earnings and profits paid to shareholders in redemption of their shares. Corporate shareholders may exclude up to 70% of qualifying dividends received during the year. For purposes of computing this exclusion, 88% of the dividends paid by the fund from net investment income represent qualifying dividends. Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting. SINCE THE INFORMATION ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH WILL BE MAILED IN JANUARY 2003 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 2002 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS. PART C OTHER INFORMATION AMCAP FUND, INC. ITEM 23. EXHIBITS (a) Articles of Incorporation - previously filed (see P/E Amendment No. 60 filed 4/23/97, No. 64 filed 3/8/00, No. 66 filed 3/12/01, and No. 69 filed 2/14/02) (b) By-laws - previously filed (see P/E Amendment No. 60 filed 4/23/97) (c) Form of share certificate - previously filed (see P/E Amendment No. 66 filed 3/12/01) (d) Amended Investment Advisory and Service Agreement - previously filed (see P/E Amendment No. 64 filed 3/8/00) (e) Form of Amended and Restated Principal Underwriting Agreement - previously filed (see P/E Amendment No. 69 filed 2/14/02) (f) None (g) Form of Global Custody Agreement - previously filed (see P/E Amendment No. 69 filed 2/14/02) (h) Form of Amended and Restated Administrative Service Agreement; and Form of Amended Shareholder Services Agreement dated 7/1/01 - previously filed (see P/E Amendment No. 69 filed 2/14/02) (i) Legal Opinions - previously filed (j) Consent of Independent Auditors (k) None (l) None (m) Forms of Plans of Distribution - previously filed (see P/E No. 60 filed 4/23/97, No. 64 filed 3/8/00, No. 66 filed 3/12/01, No. 69 filed 2/14/02) (n) Form of Amended and Restated Multiple Class Plan - previously filed (see P/E Amendment No. 69 filed 2/14/02) (o) None (p) Code of Ethics - previously filed (see P/E Amendment No. 69 filed 2/14/02) ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT None ITEM 25. INDEMNIFICATION The registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policy written by American International Surplus Lines Insurance Company, Chubb Custom Insurance Company, and ICI Mutual Insurance Company which insures its officers and directors against certain liabilities. ARTICLE VIII (H) AND (I) OF THE ARTICLES OF INCORPORATION OF THE FUND PROVIDES THAT: (h) "The Corporation shall indemnify (1) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent provided by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law; and (2) its other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation's By-Laws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. 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 such by-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of this Charter of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Nothing contained herein shall be construed to authorize the Corporation to indemnify any director or officer of the Corporation against any liability to the Corporation or to any holders of securities of the Corporation to which he is subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Any indemnification by the Corporation shall be consistent with the requirements of law, including the Investment Company Act of 1940." (i) To the fullest extent permitted by Maryland statutory and decisional law and the 1940 Act, as amended or interpreted, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for money damages; provided, however, that nothing herein shall be construed to protect any director or officer of the Corporation against any liability, to which such director or officer 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 office. No amendment, modification or repeal of this Article VIII shall adversely affect any right or protection of a director or officer that exists at the time of such amendment, modification or repeal." Subsection (b) of Section 2-418 of the GENERAL CORPORATION LAW OF MARYLAND empowers a corporation to indemnify any person who was or is 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 or enterprise, against reasonable expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such action, suit or proceeding unless it is proved that: (i) the act or omission of the person was material ITEM 25. INDEMNIFICATION (CONTINUED) to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the person actually received an improper personal benefit of money, property or services; or (iii) with respect to any criminal action or proceeding, the person had reasonable cause to believe his act or omission was unlawful. Indemnification under subsection (b) of Section 2-418 may not be made by a corporation unless authorized for a specific proceeding after a determination has been made that indemnification is permissible in the circumstances because the party to be indemnified has met the standard of conduct set forth in subsection (b). This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate; (ii) by special legal counsel selected by the Board of Directors of a committee of the Board by vote as set forth in subparagraph (i), or, if the requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which any director who is a party may participate; or (iii) by the stockholders (except that shares held by any party to the specific proceeding may not be voted). A court of appropriate jurisdiction may also order indemnification if the court determines that a person seeking indemnification is entitled to reimbursement under subsection (b). Section 2-418 further provides that indemnification provided for by Section 2-418 shall not be deemed exclusive of any 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, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 2-418. Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940 (the "1940 Act") Releases No. 7221 (June 9, 1972) and No. 11330 (September 4, 1980). In addition, indemnification by the Registrant shall be consistent with the requirements of rule 484 under the Securities Act of 1933. Furthermore, Registrant undertakes to the staff of the Securities and Exchange Commission that the Fund's indemnification provisions quoted above prohibit indemnification for liabilities arising under the Securities Act of 1933 and the 1940 Act. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER None ITEM 27. PRINCIPAL UNDERWRITERS (a) American Funds Distributors, Inc. is the Principal Underwriter of shares of: American Balanced Fund, Inc., The American Funds Income Series, 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., The Investment Company of America, 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., 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) (2) (3) NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT David L. Abzug Vice President None P.O. Box 2248 Agoura Hills, CA 91376 John A. Agar Vice President None P.O. Box 7326 Little Rock, AR 72217 Robert B. Aprison Vice President None 2983 Bryn Wood Drive Madison, WI 53711 L William W. Bagnard Vice President None Steven L. Barnes Senior Vice President None 7490 Clubhouse Road Suite 100 Boulder, CO 80301 B Carl R. Bauer Vice President None Michelle A. Bergeron Senior Vice President None 4160 Gateswalk Drive Smyrna, GA 30080 J. Walter Best, Jr. Regional Vice President None 9013 Brentmeade Blvd. Brentwood, TN 37027 Joseph T. Blair Senior Vice President None P.O. Box 3529 148 E. Shore Avenue Groton Long Point, CT 06340 John A. Blanchard Vice President None 576 Somerset Lane Northfield, IL 60093 Ian B. Bodell Senior Vice President None P.O. Box 1665 Brentwood, TN 37024-1665 Mick L. Brethower Senior Vice President None 601 E. Whitestone Blvd. Building 6, Suite 115 Cedar Park, TX 78613 Alan Brown Vice President None 4129 Laclede Avenue St. Louis, MO 63108 B J. Peter Burns Vice President None Cody Callaway Regional Vice President None 803 South Desert Palm Place Broken Arrow, OK 74012 Matthew C. Carlisle Regional Vice President None 4500 Fairvista Drive Charlotte, NC 28269 Damian F. Carroll Regional Vice President None 40 Ten Acre Road New Britain, CT 06052 Brian C. Casey Vice President None 8002 Greentree Road Bethesda, MD 20817 Victor C. Cassato Senior Vice President None 609 W. Littleton Blvd., Suite 310 Littleton, CO 80120 Christopher J. Cassin Senior Vice President None 19 North Grant Street Hinsdale, IL 60521 Denise M. Cassin Vice President None 1301 Stoney Creek Drive San Ramon, CA 94583 L David Charlton Senior Vice President None L Larry P. Clemmensen Director None L Kevin G. Clifford Director, President and None Co-Chief Executive Officer H Cheri Coleman Assistant Vice President None Ruth M. Collier Senior Vice President None 29 Landsdowne Drive Larchmont, NY 10538 S David Coolbaugh Vice President None Carlo O. Cordasco Regional Vice President None 101 Five Forks Lane Hampton, VA 23669 Thomas E. Cournoyer Vice President None 2333 Granada Boulevard Coral Gables, FL 33134 Joseph G. Cronin Regional Vice President None 1533 Wilmot Road Deerfield, IL 60015 William F. Daugherty Regional Vice President None 1216 Highlander Way Mechanicsburg, PA 17050 Guy E. Decker Regional Vice President None 2990 Topaz Lane Carmel, IN 46032 Daniel J. Delianedis Vice President None Edina Executive Plaza 5200 Willson Road, Suite 150 Edina, MN 55424 James A. DePerno, Jr. Regional Vice President None 91 Church Street East Aurora, NY 14052 L Bruce L. DePriester Senior Vice President None Thomas J. Dickson Regional Vice President None 108 Wilmington Court Southlake, TX 76092 Michael A. DiLella Vice President None P. O. Box 661 Ramsey, NJ 07446 G. Michael Dill Senior Vice President None 505 E. Main Street Jenks, OK 74037 Kirk D. Dodge Senior Vice President None 2627 Mission Street San Marino, CA 91108 Peter J. Doran Director, Executive Vice None President 100 Merrick Road, Suite 216W Rockville Centre, NY 11570 L Michael J. Downer Secretary None Michael J. Dullaghan Regional Vice President None 5040 Plantation Grove Lane Roanoke, VA 24012 S J. Steven Duncan Senior Vice President None Robert W. Durbin Vice President None 74 Sunny Lane Tiffin, OH 44883 I Lloyd G. Edwards Senior Vice President None Timothy L. Ellis Regional Vice President None 1441 Canton Mart Road, Suite 9 Jackson, MS 39211 John R. Fodor Senior Vice President None 15 Latisquama Road Southborough, MA 01772 Daniel B. Frick Regional Vice President None 845 Western Avenue Glen Ellyn, IL 60137 Clyde E. Gardner Senior Vice President None Route 2, Box 3162 Osage Beach, MO 65065 L Linda S. Gardner Assistant Vice President None B Evelyn K. Glassford Vice President None Jack E. Goldin Regional Vice President None 7995 Northwest 20th Street Pembroke Pines, FL 33024 Jeffrey J. Greiner Vice President None 12210 Taylor Road Plain City, OH 43064 L Paul G. Haaga, Jr. Director Senior Vice President B Mariellen Hamann Vice President None Derek S. Hansen Regional Vice President None 13033 Ridgedale Drive, PMB 147 Minnetonka, MN 55305 David E. Harper Senior Vice President None 150 Old Franklin School Road Pittstown, NJ 08867 H Mary Pat Harris Vice President None Robert J. Hartig, Jr. Regional Vice President None 8504 Scenic View Drive, Apt. 103 Fishers, IN 46038 Steven J. Hipsley Regional Vice President None 100 Kaydeross Park Road Saratoga Springs, NY 12866 Ronald R. Hulsey Senior Vice President None 6202 Llano Dallas, TX 75214 Robert S. Irish Vice President None 1225 Vista Del Mar Drive Delray Beach, FL 33483 Michael J. Johnston Director None 630 Fifth Avenue, 36th Floor New York, NY 10111 B Damien M. Jordan Senior Vice President None John P. Keating Regional Vice President None 2285 Eagle Harbor Parkway Orange Park, FL 30073 Dorothy Klock Vice President None 555 Madison Avenue, 29th Floor New York, NY 10022 Dianne L. Koske Assistant Vice President 122 Clydesdale Court Hampton, VA 23666 Andrew R. LeBlanc Regional Vice President None 78 Eton Road Garden City, NY 11530 B Karl A. Lewis Vice President None T. Blake Liberty Vice President None 5506 East Mineral Lane Littleton, CO 80122 Mark J. Lien Regional Vice President None 1103 Tulip Tree Lane West Des Moines, IA 50266 L Lorin E. Liesy Vice President None I Kelle Lindenberg Assistant Vice President None Louis K. Linquata Regional Vice President None 5214 Cass Street Omaha, NE 68132 LW Robert W. Lovelace Director None Brendan T. Mahoney Regional Vice President None 29 Harvard Drive Sudbury, MA 01776 Stephen A. Malbasa Director, Senior Vice None President 13405 Lake Shore Blvd. Cleveland, OH 44110 Steven M. Markel Senior Vice President None 5241 South Race Street Greenwood Village, CO 80121 L J. Clifton Massar Director, Senior Vice None President James R. McCrary Regional Vice President None 28812 Crestridge Rancho Palos Verdes, CA 90275 L Scott F. McIntyre Senior Vice President None S John V. McLaughlin Senior Vice President None Terry W. McNabb Vice President None 2002 Barrett Station Road St. Louis, MO 63131 Scott M. Meade Regional Vice President None P.O. Box 122 Rye Beach, NH 03871 Monty L. Moncrief Regional Vice President None 55 Chandler Creek Court The Woodlands, TX 77381 William E. Noe Vice President None 304 River Oaks Road Brentwood, TN 37027 Peter A. Nyhus Vice President None 3084 Wilds Ridge Court Prior Lake, MN 55372 Eric P. Olson Vice President None 62 Park Drive Glenview, IL 60025 Jeffrey A. Olson Regional Vice President None 930 S. Cowley Street, #305 Spokane, WA 99202 Gary A. Peace Regional Vice President None 291 Kaanapali Drive Napa, CA 94558 Samuel W. Perry Regional Vice President None 4730 East Indian School Road Suite 120 Phoenix, AZ 85018 David K. Petzke Regional Vice President None 4016 Saint Lucia Street Boulder, CO 80301 Fredric Phillips Senior Vice President None 175 Highland Avenue, 4th Floor Needham, MA 02494 B Candance D. Pilgrim Assistant Vice President None Carl S. Platou Vice President None 7455 80th Place, S.E. Mercer Island, WA 98040 S Richard P. Prior Vice President None Mark S. Reischmann Regional Vice President None 5485 East Mineral Lane Littleton, CO 80122 Steven J. Reitman Senior Vice President None 212 The Lane Hinsdale, IL 60521 Brian A. Roberts Vice President None 418 S. Royal Street Alexandria, VA 22314 L Julie D. Roth Vice President None L James F. Rothenberg Director None Douglas F. Rowe Vice President None 414 Logan Ranch Road Georgetown, TX 78628 Christopher S. Rowey Vice President None 10538 Cheviot Drive Los Angeles, CA 90064 H Steve Rubin Assistant Vice President None Dean B. Rydquist Senior Vice President None 1080 Bay Pointe Crossing Alpharetta, GA 30005 Richard R. Samson Senior Vice President None 4604 Glencoe Avenue, #4 Marina del Rey, CA 90292 Paul V. Santoro Regional Vice President None 17 Willow Street Boston, MA 02108 Joseph D. Scarpitti Vice President None 31465 St. Andrews Westlake, OH 44145 Shannon D. Schofield Regional Vice President None 201 McIver Street Greenville, SC 29601 S Sherrie Senft Vice President None L R. Michael Shanahan Director Chairman of the Board Brad Short Regional Vice President None 1601 Seal Way Seal Beach, CA 90740 David W. Short Chairman of the Board and None 1000 RIDC Plaza, Suite 212 Co-Chief Executive Officer Pittsburgh, PA 15238 William P. Simon Senior Vice President None 912 Castlehill Lane Devon, PA 19333 Jerry L. Slater Regional Vice President None 4152 42nd Avenue, NE Seattle, WA 98105 Rodney G. Smith Senior Vice President None 100 N. Central Expressway Suite 1214 Richardson, TX 75080 Anthony L. Soave Regional Vice President None 8831 Morning Mist Drive Clarkston, MI 48348 L Therese L. Soullier Assistant Vice President None Nicholas D. Spadaccini Vice President None 855 Markley Woods Way Cincinnati, OH 45230 L Kristen J. Spazafumo Assistant Vice President None Daniel S. Spradling Senior Vice President None 181 Second Avenue Suite 228 San Mateo, CA 94401 B Raymond Stein Assistant Vice President None LW Eric H. Stern Director None Brad Stillwagon Regional Vice President None 2438 Broadmeade Road Louisville, KY 40205 Thomas A. Stout Vice President None 1004 Ditchley Road Virginia Beach, VA 23451 Craig R. Strauser Vice President None 3 Dover Way Lake Oswego, OR 97034 Francis N. Strazzeri Senior Vice President None 3021 Kensington Trace Tarpon Springs, FL 34689 L Lisa F. Swaiman Vice President None L Drew W. Taylor Vice President None Gary J. Thoma Regional Vice President None 21 White Cloud HCR 1 Box 172-A Keshena, WI 54135 Cynthia M. Thompson Regional Vice President None 4 Franklin Way Ladera Ranch, CA 92694 L James P. Toomey Vice President None I Christopher E. Trede Vice President None George F. Truesdail Senior Vice President None 400 Abbotsford Court Charlotte, NC 28270 Scott W. Ursin-Smith Vice President None 60 Reedland Woods Way Tiburon, CA 94920 J. David Viale Regional Vice President None 39 Old Course Drive Newport Beach, CA 92660 Gerald J. Voss Regional Vice President None The Pines at Four Hills 3900 S. Southeastern Ave., #110 Sioux Falls, SD 57103 Thomas E. Warren Vice President None 7347 Turnstone Road Sarasota, FL 34242 L J. Kelly Webb Senior Vice President, None Treasurer and Controller Gregory J. Weimer Vice President None 206 Hardwood Drive Venetia, PA 15367 B Timothy W. Weiss Director None SF Gregory W. Wendt Director None George J. Wenzel Regional Vice President None 251 Barden Road Bloomfield Hills, MI 48304 H J. D. Wiedmaier Assistant Vice President None SF N. Dexter Williams, Jr. Senior Vice President None Timothy J. Wilson Vice President None 113 Farmview Place Venetia, PA 15367 B Laura L. Wimberly Vice President None H Marshall D. Wingo Director, Senior Vice None President L Robert L. Winston Director, Senior Vice None President William R. Yost Senior Vice President None 9320 Overlook Trail Eden Prairie, MN 55347 Jonathan A. Young Regional Vice President None 329 Downing Drive Chesapeake, VA 23322 Scott D. Zambon Regional Vice President None 2887 Player Lane Tustin Ranch, CA 92782
__________ L Business Address, 333 South Hope Street, Los Angeles, CA 90071 LW Business Address, 11100 Santa Monica Boulevard, 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 (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 its investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, and/or 135 South State College Boulevard, Brea, California 92821. ITEM 28. LOCATION OF ACCOUNTS AND RECORDS (cont) 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; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, VA 23513. Registrant's records covering portfolio transactions are maintained and kept by the fund's custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070. ITEM 29. MANAGEMENT SERVICES None ITEM 30. UNDERTAKINGS n/a SIGNATURE OF REGISTRANT 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 pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, and State of California, on the 29/th/ day of April, 2002. AMCAP FUND, INC. By /s/ R. Michael Shanahan (R. Michael Shanahan, Chairman of the Board) Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed below on April 29, 2002, by the following persons in the capacities indicated.
SIGNATURE TITLE (1) Chief Executive Officer: /s/ R. Michael Shanahan Chairman of the Board (R. Michael Shanahan) (2) Principal Financial Officer and Principal Accounting Officer: /s/ Sheryl F. Johnson Treasurer (Sheryl F. Johnson) (3) Directors: H. Frederick Christie* Director Mary Anne Dolan* Director Martin Fenton* Director Claudia P. Huntington* President and Director Mary Myers Kaupilla* Director Bailey Morris-Eck* Director Kirk P. Pendleton* Director Olin C. Robison* Director Steven B. Sample* Director /s/ R. Michael Shanahan Chairman of the Board (R. Michael Shanahan)
*By /s/ Julie F. Williams (Julie F. Williams, Attorney-in-Fact) 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/ Kristine M. Nishiyama (Kristine M. Nishiyama)