-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Smt8e4dZMrJkFJkAjtHMjZRZLMgxQ9An5BvTsS7zmbd2diK2tZbODmfqDCH1lhU1 yMMURJc5nc6OVps3/nubxw== /in/edgar/work/20000920/0000051931-00-000008/0000051931-00-000008.txt : 20000924 0000051931-00-000008.hdr.sgml : 20000924 ACCESSION NUMBER: 0000051931-00-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001017 FILED AS OF DATE: 20000920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-00116 FILM NUMBER: 725981 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 52ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134869200 DEF 14A 1 0001.txt (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.
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 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.
* 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
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 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
/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
NAME (POSITION WITH COMPANY) PRINCIPAL OCCUPATION /1/ OFFICER AND AGE CONTINUOUSLY SINCE/2/ 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
_____________ /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
1. ELECTION OF DIRECTORS: FOR ALL WITHHOLD FOR ALL ALL EXCEPT 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
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. _____________________________________________________________________
2. RATIFICATION OF THE SELECTION OF FOR AGAINST ABSTAIN PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT [] [] [] ACCOUNTANT:
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 -----END PRIVACY-ENHANCED MESSAGE-----