September 21, 1995
Document Control
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
The Income Fund of America, Inc.
File No. 2-33371
Gentlemen:
This Rule 24f-2 Notice is being filed for the fiscal year ended July 31, 1995
("Fiscal Year").
The aggregate sales price of the 118,485,003 shares sold during the Fiscal Year
was $1,645,595,000.
Shares registered pursuant to Rule 24f-2
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Aggregate sales price of the 118,485,003 shares
sold during Fiscal Year pursuant to Rule 24f-2.............$1,645,595,000
Reduced by the difference between:
(1) Aggregate redemption price of 112,581,008
shares redeemed during the Fiscal Year..................$1,558,083,000
and
(2) Aggregate redemption price of redeemed
shares previously applied by Fund pursuant to
Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of Investment Company Act
of 1940...........................................................None
Equals.........................................................$87,512,000
Shares registered other than pursuant to Rule 24f-2
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Shares of capital stock previously registered (other
than pursuant to Rule 24f-2) which remained unsold at
August 1, 1994, the beginning of the Fiscal Year......................None
Shares of capital stock registered (other than
pursuant to Rule 24f-2) during the Fiscal Year........................None
TOTAL...............................None
Shares of previously registered capital
stock sold during the Fiscal Year.....................................None
Registered shares of capital stock of the Fund remaining
unsold at the end of the Fiscal Year..................................None
Net shares registered pursuant to Rule 24f-2
(118,485,003 shares less 112,581,008 shares).....................5,903,995
Reduced by shares registered other than pursuant to Rule 24f-2........None
Shares on which fee is calculated................................5,903,995
After computing the registration fee in accordance with subsection (c) of Rule
24f-2, our fee in the amount of $30,176.55 has been sent to Mellon Bank
lockbox.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid, and nonassessable.
Any questions regarding this matter should be addressed to Patrick F. Quan,
Secretary, at the above address.
Very truly yours,
Patrick F. Quan
Secretary
/pfq
Enclosures
cc: Cary I. Klafter
<PAGE>
September 18, 1995
The Income Fund of America, Inc.
Four Embarcadero Center, Suite 1800
San Francisco, California 94111
Re: Issuance and Sale of 118,485,003 Shares
of The Income Fund of America, Inc.
Ladies and Gentlemen:
The Income Fund of America, Inc. (the "Fund") has requested our opinion in
connection with the offer and sale by the Fund of 118,485,003 capital shares of
the Fund (the "Stock") during the period August 1, 1994 through July 31, 1995
inclusive ("Fiscal 1995"). We understand that a copy of this opinion will be
provided to the Securities and Exchange Commission pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Fund and the
authorization and issuance of shares of the Fund. We have also examined a
certificate of the Assistant Treasurer of the Fund, dated August 31, 1995
relating to the number of shares of the Fund sold by the Fund during Fiscal
1995.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Stock by the Fund have been duly and validly
authorized by all appropriate corporate action and, assuming delivery thereof
and payment therefor was in accordance with the description set forth in the
Fund's current prospectus under the Securities Act of 1933, the Stock has been
duly authorized and is validly issued, fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Fund's Rule 24f-2
Notice for Fiscal 1995, as contemplated in Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Fund shall have
complied with the provision of any applicable laws, regulations and permits of
any state or foreign country in which any of the Stock was sold.
Very truly yours,
/s/ Morrison & Foerster
