(logo - American Funds Distributors(r))
THE INVESTMENT COMPANY OF AMERICA(r)
ANNUAL MEETING OF SHAREHOLDERS
IMPORTANT NOTICE
The annual meeting of shareholders of The Investment Company of America will
take place on October 17, 2000.
You don't need to attend the meeting to participate. But it's important that
you take a few minutes to read the enclosed material and vote your shares. You
can vote by the Internet, by telephone or by mailing your completed and signed
proxy card(s) in the enclosed postage-paid envelope. Unless you plan to attend
the meeting in person, you must respond in one of these ways in order for your
vote to be counted.
No matter how many shares you own, your vote is important. Your prompt
response will help reduce proxy costs - which are paid for by the Company and
its shareholders - and will also help you avoid receiving follow-up telephone
calls or mailings. Voting by the Internet or telephone lowers proxy costs even
further.
We encourage you to read the attached Proxy Statement in full. Mutual funds
are required to obtain shareholders' approval for certain issues. As a
shareholder, you have a right to vote on these issues.
IMPORTANT VOTING INFORMATION INSIDE
THE INVESTMENT COMPANY OF AMERICA
_____
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 2000
________
TO THE SHAREHOLDERS OF
THE INVESTMENT COMPANY OF AMERICA:
The Annual Meeting of Shareholders of The Investment Company of America (the
"Company") will be held at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, on Tuesday, October 17, 2000 at 9:15 a.m., local time, to
consider and vote on the following matters described under the corresponding
numbers in the accompanying Proxy Statement:
(1) The election of a Board of 15 Directors.
(2) Ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountant for the Company for the fiscal year ending December 31, 2000.
The Board of Directors has fixed the close of business on August 21, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF
A MAJORITY OF THE SHARES OF THE COMPANY OUTSTANDING ON THE RECORD DATE ARE
PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. YOU MAY
REVOKE IT AT ANY TIME BEFORE ITS USE. IF YOU SIGN IT YOU WILL STILL BE ABLE
TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS,
VINCENT P. CORTI
SECRETARY
September 5, 2000
IMPORTANT
YOU CAN HELP THE COMPANY AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD.
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT THE
NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE BY
TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED
INSERT.
THE INVESTMENT COMPANY OF AMERICA
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 2000
________
The enclosed proxy is solicited by the Board of Directors of the Company in
connection with the annual meeting of shareholders to be held at Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware, on Tuesday, October 17,
2000, at 9:15 a.m., local time.
If you complete and sign the enclosed proxy card, your shares will be voted
exactly as you instruct. If you simply sign the proxy card without otherwise
completing it, your shares will be voted for the below nominated directors and
in favor of the other proposal. You can revoke a proxy card before its
exercise, either by filing with the Company a written notification of
revocation, or by delivering a duly executed proxy card bearing a later date,
or by attending the meeting and voting in person. Abstentions and broker
"non-votes" (I.E. proxies received from brokers or nominees indicating that
they have not received instructions from the beneficial owner or other person
entitled to vote shares) will be counted for purposes of determining a quorum,
but will have no effect on Proposal 1 and will not count toward the approval of
Proposal 2. This Proxy Statement and proxy card was first mailed to
shareholders on or about September 5, 2000.
The Company is a fully managed, diversified, open-end investment company that
issues shares of capital stock ("Class A" shares) and alternative common shares
of capital stock, series B ("Class B" shares). At the close of business on
August 21, 2000, the record date fixed by the Board of Directors for the
determination of shareholders entitled to notice of and to vote at the meeting,
the following were the outstanding share balances for the two classes of
shares: 1,719,490,201 Class A shares; and 7,137,916 Class B shares. Each share
is entitled to one vote. Class A and Class B shareholders will vote together
on all proposals. There is no provision for cumulative voting. No person owned
of record or was known by the Company to own beneficially 5% or more of the
outstanding shares of the Company.
With respect to the election of directors (Proposal 1), the 15 nominees
receiving the highest number of votes will be elected. The vote required to
approve Proposal 2 is the affirmative vote of a majority of all shares present
in person or represented by proxy.
If sufficient votes are not received by the meeting date, the persons named as
proxies may propose one or more adjournments of the meeting in accordance with
applicable law, to permit further solicitation of proxies. The persons named
as proxies may vote all proxies in favor of such adjournment.
PROPOSAL 1: ELECTION OF DIRECTORS
Fifteen directors are to be elected at the meeting, each to hold office until
the next annual meeting and until a successor is elected and qualified. Each
of the nominees for director except Mary Anne Dolan, Martin Fenton, James B.
Lovelace and James F. Rothenberg were elected by shareholders at their last
Annual Meeting on October 19, 1999. Ann S. Bowers, a director since 1992, and
William C. Newton, a director since 1985, have decided to retire from the
Board and are not standing for re-election.
Each of the nominees has agreed to serve as director if elected. If any
unforeseen event prevents one or more of the nominees from serving as director,
your votes will be cast (unless you have elected to withhold authority as to
the election of any nominee) for the election of such person or persons as the
Board of Directors shall recommend. The table below sets forth certain
information regarding the nominees.
<TABLE>
<CAPTION>
YEAR MEMBERSHIPS ON BOARDS SHARES BENEFICIALLY
NAME OF CURRENT PRINCIPAL FIRST OF OTHER REGISTERED OWNED, DIRECTLY
NOMINEE OCCUPATION
(POSITION AND PRINCIPAL ELECTED A INVESTMENT COMPANIES OR INDIRECTLY, AT
WITH COMPANY) EMPLOYMENT AND
AND AGE DURING PAST DIRECTOR PUBLICLY HELD AUGUST 21, 2000
FIVE YEARS COMPANIES
<S> <C> <C> <C> <C>
Mr. Charles H. Private Investor 1981 Anworth Mortgage 49,116
Black and consultant; Asset Corp.
former
(Director) Executive Vice Pacific Stock
President and Exchange (Public
Director, Govenor)
73 KaiserSteel Wilshire
Corporation Technologies, Inc.
Ms. Louise H. Executive Vice 1999 1,176
Bryson President,
Lifetime
Television;
(Director) Director and former
Chairman of the
Board,
56 KCET Public
Television
Dr. Malcolm R. Chairman Emeritus, 1992 Enova Systems 24,186
Currie Hughes Aircraft
Company;
(Director) former Chairman of Greystone Digital
the Board of Technology, Inc.
Trustees,
73 University of Inamed Corp.
Southern California
LSI Logic Corporation
Ms. Mary Anne Founder and Nominee The American Funds
Dolan President, M.A.D., Group(r)
Inc.
(Director (communications (Director - 2
nominee) company) other funds)
53
Mr. Martin Chairman, Senior Nominee The American Funds
Fenton Resource Group, Group(r)
LLC
(Director (development and (Director/Trustee -
nominee) management of 15 other funds)
senior
65 living communities)
Mr. James B. Senior Vice Nominee The American Funds 42,985+
Lovelace* President, Group(r)
(Senior Vice Capital Research and (Director - 1
President Management Company other fund)
and Director
nominee)
44
Mr. Jon B. Chairman Emeritus, 1959 The American Funds 117484
Lovelace, Jr.* Capital Research Group(r)
(Chairman of and Management (Director - 2
the Board) Company other funds)
73
Prof. John G. IBJ Professor of 1976 The American Funds 12,250
McDonald Finance, Graduate Group(r)
(Director) School of Business, (Director/Trustee - 7
Stanford University other funds)
63 iStar Financial, Inc.
Plum Creek Timber Co.
Scholastic Corp.
Varian, Inc.
Ms. Bailey Morris-Eck Senior Associate,
Reuters Foundation;
Senior 1993 The American Funds Group(r) 2,807
(Director) Fellow, Institute (Director - 2
for International Economics; other funds)
56 Consultant,
THE INDEPENDENT OF
LONDON;
former Vice
President,
Brookings
Institution
Mr. Richard G. Chairman of the Board 1996 The American Funds 8,847
Newman and CEO, Group(r)
(Director) AECOM Technology (Director/Trustee -
Corporation 12 other funds)
65 (architectural Southwest Water
engineering) Company
Mr. James W. Senior Partner, The 1991 The American Funds 7,322+
Ratzlaff* Capital Group Group(r)
Partners,
(Vice L.P.; former Vice (Director - 2 other
Chairman) Chairman of the funds)
Board,
64 Capital Research
and Management
Company
Dr. Olin President of the 1987 The American Funds 3,008
Robison Salzburg Seminar; Group(r)
President
(Director) Emeritus, (Director - 2 other
Middlebury College funds)
64
Mr. James F. President, Capital Nominee The American Funds 13,517+
Rothenberg* Research and Group(r)
(Executive Management Company (Director - 2
Vice other funds)
President
and Director American Funds
nominee) Insurance Series
54
Mr. R. Michael Chairman of the Board 1998 The American Funds 30,205+
Shanahan* and Principal Group(r)
Executive
(President Executive Officer, (Director - 1 other
and Director) Capital Research fund)
and
61 Management Company
Dr. William J. Chairman and Chief 1997 27,419
Spencer Executive Officer,
(Director) SEMATECH (research
and development
69 consortium); Trustee,
William Jewell
College;
Associated
Universities, Inc.
</TABLE>
* Is considered an "interested person" of the Company within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act"), on the basis of
affiliation with
Capital Research and Management Company (the "Investment Adviser"). The
Investment Adviser is a wholly owned subsidiary of The Capital Group Companies,
Inc.
+ Includes shares beneficially held under a master retirement plan.
Capital Research and Management Company, located at 333 South Hope Street, Los
Angeles, CA 90071 and at 135 South State College Boulevard, Brea, CA 92821,
manages The American Funds Group(r) consisting of 29 funds: AMCAP Fund, Inc.,
American Balanced Fund, Inc., American High-Income Municipal Bond Fund, Inc.,
American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of
America, Inc., The Cash Management Trust of America, Capital Income Builder,
Inc., Capital World Growth and Income Fund, Inc., Capital World Bond Fund,
Inc., EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of
America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of
America, The Investment Company 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 Fund of California, The Tax-Exempt Fund of Maryland, The Tax-Exempt
Fund of Virginia, The Tax-Exempt Money Fund of America, The U.S. Treasury Money
Fund of America, U.S. Government Securities Fund and Washington Mutual
Investors Fund, Inc. 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 (i) any entity exempt from
taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended ("501(c)(3) organization"); (ii) any trust, the present or future
beneficiary of which is a 501(c)(3) organization; and (iii) any other entity
formed for the primary purpose of benefitting a 501(c)(3) organization. An
affiliate of Capital Research and Management Company, Capital International,
Inc., manages Emerging Markets Growth Fund, Inc.
--------------------------------
The Company has an Audit Committee comprised of Charles H. Black, Louise H.
Bryson, John G. McDonald, Bailey Morris-Eck, Richard G. Newman, Olin Robison,
and William J. Spencer. The function of the Committee includes such specific
matters as recommending the independent accountant to the Board of Directors,
reviewing the audit plan and results of the audits and considering other
matters deemed appropriate for consideration by the Board of Directors and/or
the Committee.
The Company has a Nominating Committee comprised of John G. McDonald, and Olin
Robison. The Committee's functions include selecting and recommending to the
Board of Directors nominees for election as directors of the Company. 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
Company, c/o the Company's Secretary, and must be accompanied by complete
biographical and occupational data on the prospective nominee, along with a
written consent of the prospective nominee to consideration of his or her name
by the Committee. See also "Shareholder Proposals".
The Company has a Contracts Committee comprised of all directors who are not
considered to be "interested persons" of the Company within the meaning of the
1940 Act. The Contracts Committee's function is to request, review and
consider the information deemed necessary to evaluate the terms of the
investment advisory and service agreement, principal underwriting agreements
and the plans of distribution under rule 12b-1 that the Company proposes to
enter into, renew or continue prior to voting thereon, and to make its
recommendations to the full Board of Directors on these matters.
The Company has a Proxy Committee comprised of Charles H. Black, John G.
McDonald and William J. Spencer. The Committee's functions include reviewing
and voting portfolio proxies of the Company and discussing related current
issues.
There were five Board of Directors, two Audit Committee, two Nominating
Committee, one Contracts Committee and five Proxy Committee meetings during the
year ended December 31, 1999. All incumbent directors attended 80% of all
Board meetings and meetings of the committees of which they were members.
The Company pays no salaries or other compensation to its directors other than
directors' fees, which are paid to those directors who are unaffiliated with
the Investment Adviser as described below.
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
DEFERRED COMPENSATION/1/)
AGGREGATE FROM ALL FUNDS MANAGED TOTAL NUMBER
COMPENSATION
(INCLUDING BY CAPITAL RESEARCH AND OF FUND
VOLUNTARILY BOARDS
DEFERRED MANAGEMENT COMPANY ON WHICH
COMPENSATION/1/)
FROM THE COMPANY OR ITS AFFILIATES/2/ FOR DIRECTOR
DURING THE
DIRECTOR FISCAL YEAR ENDED 12 MONTHS ENDED 12/31/99 SERVES/2/
12/31/99
<S> <C> <C> <C>
Mr. Charles H. Black $ 66,000 $ 95,000 1
Ms. Louise H. Bryson 51,000 (deferred)/3/ 51,000(deferred)/3/ 1
Dr. Malcolm R. Currie 51,000 (deferred)/3/ 51,000(deferred)/3/ 1
Ms. Mary Anne Dolan none/4/ 40,000 3
Mr. Martin Fenton none/4/ 125,000 16
Mr. James B. Lovelace none/5/ none/5/ 2
Mr. Jon B. Lovelace, Jr none/5/ none/5/ 3
Prof. John G. McDonald 70,000 (deferred)/3/ 230,000(deferred)/3/ 8
Ms. Bailey Morris-Eck 53,000 64,000 3
Mr. Richard G. Newman 53,000 (deferred)/3/ 100,000(deferred)/3/ 13
Mr. James W. Ratzlaff none/5/ none/5/ 3
Dr. Olin C. Robison 57,000 (deferred)/3/ 96,000(deferred)/3/ 3
Mr. James F. Rothenberg none/5/ none/5/ 4
Mr. R. Michael Shanahan none/5/ none/5/ 2
Dr. William J. Spencer 66,000 (deferred)/3/ 66,000(deferred)/3/ 1
</TABLE>
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Company in 1993. Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group(r) as designated by the director.
/2/ Includes funds managed by Capital Research and Management Company and
affiliates (see listing above).
/3/ Since the deferred compensation plan's adoption in 1993, the total amount
of deferred compensation accrued by the Company (plus earnings thereon) as of
the fiscal year ended December 31, 1999 for participating directors is as
follows: Louise H. Bryson ($7,800), Malcolm R. Currie ($264,000), John G.
McDonald ($490,000), Richard G. Newman ($233,000), Olin C. Robison ($46,000)
and William J. Spencer ($231,500). Amounts deferred and accumulated earnings
thereon are not funded and are general unsecured liabilities of the Company
until paid to the director.
/4/ Mary Anne Dolan and Martin Fenton were not directors of the Company as of
the end of the fiscal year and, accordingly, received no remuneration as of
December 31, 1999.
/5/ James B. Lovelace, Jon B. Lovelace, Jr., James W. Ratzlaff, James F.
Rothenberg and R. Michael Shanahan are affiliated with the Company's
Investment Adviser and, therefore, receive no remuneration from the Company.
OTHER OFFICERS
<TABLE>
<CAPTION>
NAME (POSITION WITH COMPANY) PRINCIPAL OCCUPATION /1/ OFFICER
AND AGE CONTINUOUSLY
SINCE/2/
<S> <C> <C>
Mr. Gregg E. Ireland Senior Vice President, 1994
(Senior Vice President) Capital Research and Management
Company
50
Mr. Donald D. O'Neal Vice President, 1994
(Senior Vice President) Captial Research and Management
Company
39
Ms. Joyce E. Gordon Senior Vice President and Director, 1998
(Vice President) Capital Research Company
43
Ms. Ann M. Llewellyn Associate, Capital Research and 1984
Management Company
(Vice President)
53
Ms. Patricia L. Pinney Vice President, Capital Research 1995
Company
(Vice President)
43
Mr. Vincent P. Corti Vice President - Fund Business 1994
Management Group,
(Secretary) Capital Research and Management
Company
44
Mr. Thomas M. Rowland Senior Vice President - 1998
(Treasurer) Fund Business Management Group,
58 Capital Research and Management
Company
Ms. R. Marcia Gould Vice President - Fund Business 1993
Management Group,
(Assistant Treasurer) Capital Research and Management
Company
45
Ms. Anthony W. Hynes, Jr. Vice President - Fund Business 1998
Management Group,
(Assistant Treasurer) Capital Research and Management
Company
37
</TABLE>
_____________
/1/ The occupations shown reflect the principal employment of each individual
during the past five years. Corporate positions, in some instances, may have
changed during this period.
/2/ Officers hold office until their respective successors are elected, or
until they resign or are removed.
No officer, director or employee of the Investment Adviser receives any
remuneration from the Company. All directors and officers as a group owned
beneficially fewer than 1% of the Company's shares outstanding on August 21,
2000.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of directors who are not "interested persons" of the
Company as that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP
to act as independent public accountant for the Company for the fiscal year
ending December 31, 2000. PricewaterhouseCoopers LLP has served as the
Company's independent public accountant since the Company's inception. No
representative of the firm of PricewaterhouseCoopers LLP is expected to attend
the meeting of shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
Neither the persons named in the enclosed proxy nor the Board of Directors are
aware of any matters that will be presented for action at the meeting other
than matters described above. If any other matters properly requiring a vote
of shareholders arise, the proxies will confer upon the person or persons
entitled to vote the shares in respect of any such matters in accordance with
their best judgment in the interests of the Company and its shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Company, at
the Company's principal executive offices, 333 South Hope Street, Los Angeles,
CA 90071. Any such proposals must comply with the requirements of rule 14a-8
under the Securities Exchange Act of 1934.
GENERAL INFORMATION
Capital Research and Management Company is the investment adviser to the
Company and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92821. American Funds Distributors,
Inc. is the principal underwriter of the Company's shares and is located at the
Los Angeles and Brea addresses above and also at 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.
The enclosed proxy is solicited by and on behalf of the Board of Directors of
the Company. The Company will pay the cost of soliciting proxies, consisting
of printing, handling and mailing of the proxies and related materials. In
addition to solicitation by mail, certain officers and directors of the
Company, who will receive no extra compensation for their services, may solicit
by telephone, telegram or personally. WE URGE ALL SHAREHOLDERS TO MARK, SIGN,
DATE, AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE YOUR PROXY BY
TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED
PROXY INSERT.
You may obtain a copy of the Company's most recent annual report, without
charge, by writing to the Secretary of the Company at 333 South Hope Street,
55th Floor, Los Angeles, CA 90071, or by telephoning 800/421-0180. These
requests will be honored within three business days of receipt.
BY ORDER OF THE BOARD OF DIRECTORS,
VINCENT P. CORTI
SECRETARY
September 5, 2000
PROXY CARD THE INVESTMENT COMPANY OF AMERICA PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 17, 2000
The undersigned hereby appoints L. H. Bloom, Vincent P. Corti, and Gregg E.
Ireland, and each of them, his/her true and lawful agents and proxies with full
power of substitution to represent the undersigned at the Annual Meeting of
Shareholders to be held at the Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, on Tuesday, October 17, 2000 at 9:15 a.m., on all matters
coming before the meeting.
PLEASE EXECUTE, SIGN AND RETURN THIS PROXY. WHEN PROPERLY EXECUTED, IT WILL BE
VOTED EXACTLY AS YOU INSTRUCT. IF YOU SIGN AND RETURN THIS PROXY, WITHOUT
OTHERWISE COMPLETING IT, YOUR SHARES WILL BE VOTED FOR THE PROPOSALS.
VOTE VIA THE INTERNET: HTTP://VOTE.PROXY-DIRECT.COM
VOTE VIA TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. JOINT OWNERS
SHOULD EACH SIGN INDIVIDUALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL
CORPORATE NAME BY AN AUTHORIZED OFFICER. FIDUCIARIES SHOULD GIVE FULL TITLES.
Signature
Signature of joint owner, if any
Date
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS BY PROMPTLY SIGNING AND RETURNING THIS PROXY.
THE INVESTMENT COMPANY OF AMERICA
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: []
1. ELECTION OF DIRECTORS: ALL ALL EXCEPT
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS: FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
<S> <C> <C> <C> <C> <C> <C>
01 Mr. Charles H. Black 09 Ms. Bailey Morris-Eck [] [] []
02 Ms. Louise H. Bryson 10 Mr. Richard G. Newman
03 Dr. Malcolm R. Currie 11 Mr. James W. Ratzlaff
04 Ms. Mary Anne Dolan 12 Dr. Olin C. Robison
05 Mr. Martin Fenton 13 Mr. James F. Rothenberg
06 Mr. James B. Lovelace 14 Mr. R. Michael Shanahan
07 Mr. Jon B. Lovelace, Jr. 15 Dr. William J. Spencer
08 Prof. John G. McDonald
</TABLE>
To withhold your vote for any individual nominee, mark the "For All Except"
box and write the nominee's number on the line provided below.
_____________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. RATIFICATION OF THE SELECTION OF FOR AGAINST ABSTAIN
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT [] [] []
ACCOUNTANT:
</TABLE>
In their discretion, upon other matters as may properly come before the
meeting.
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS BY PROMPTLY SIGNING AND RETURNING THIS PROXY.
PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING
