-----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, EXjzOCNM04T6WKq8AL+yFVoX/RuRs/9K+NywPkC2e8YjpT5dEhlb8yR8HcvNvlRA EoxwP/O2urjHqmfP0bDAFg== 0000051931-03-000008.txt : 20030623 0000051931-03-000008.hdr.sgml : 20030623 20030623135922 ACCESSION NUMBER: 0000051931-03-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030811 FILED AS OF DATE: 20030623 EFFECTIVENESS DATE: 20030623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT CO OF AMERICA CENTRAL INDEX KEY: 0000051931 IRS NUMBER: 951426645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-00116 FILM NUMBER: 03753077 BUSINESS ADDRESS: STREET 1: 333 S HOPE ST - 52ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134869200 DEF 14A 1 proxy.txt [AMERICAN FUNDS LOGO] The right choice for the long term-SM- THE INVESTMENT COMPANY OF AMERICA (r) Annual meeting of shareholders -- August 11, 2003 IMPORTANT NOTICE The annual meeting of shareholders of The Investment Company of America will take place on August 11, 2003. 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. 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. PLEASE DON'T HESITATE. VOTE YOUR SHARES TODAY. YOUR PROMPT RESPONSE WILL HELP REDUCE PROXY COSTS -- WHICH ARE PAID FOR BY THE FUND -- AND WILL ALSO HELP YOU AVOID RECEIVING FOLLOW-UP TELEPHONE CALLS OR MAILINGS. VOTING BY THE INTERNET OR TELEPHONE LOWERS PROXY COSTS EVEN FURTHER. IMPORTANT VOTING INFORMATION INSIDE. THE INVESTMENT COMPANY OF AMERICA NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AUGUST 11, 2003 TO THE SHAREHOLDERS OF THE INVESTMENT COMPANY OF AMERICA: The annual meeting of shareholders of The Investment Company of America (the "fund") will be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Monday, August 11, 2003 at 9:00 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 accountants for the fund for the fiscal year ending December 31, 2003. The Board of Directors has fixed the close of business on June 13, 2003 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 FUND 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 June 23, 2003 IMPORTANT You can help the fund avoid the expense of follow-up letters to ensure a quorum by promptly voting your shares by mail, telephone or the Internet. If voting by mail, please mark, sign, date and return the enclosed proxy card. The enclosed envelope requires no postage if mailed in the United States. To vote by telephone or the Internet, please follow the 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 AUGUST 11, 2003 The enclosed proxy is solicited by the Board of Directors of the fund in connection with the annual meeting of shareholders to be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Monday, August 11, 2003, at 9:00 a.m., local time. If you complete and sign the enclosed proxy card and return it in time to be voted at the meeting, 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 fund a written notification of revocation, by delivering a duly executed proxy card bearing a later date, or by attending the meeting and voting in person. Shareholders who return proxies marked as abstaining from voting on one or more of the proposals are treated as being present at the meeting for purposes of obtaining the quorum necessary to hold the meeting, but are not counted as part of the vote necessary to approve the proposal(s). 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 June 23, 2003. The fund is a fully managed, diversified, open-end investment company that issues several different classes of shares. Each share class represents an interest in the same investment portfolio of securities, but each class has its own sales charge and expense structure (please refer to the fund's prospectus for more information). Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. There is no provision for cumulative voting. At the close of business on June 13, 2003, the record date fixed by the Board of Directors for 1 The Investment Company of America determination of shareholders entitled to notice of and to vote at the meeting, the outstanding share balances for the various classes of shares were as follows:
CLASS SHARES OUTSTANDING CLASS SHARES OUTSTANDING - -------------------------------------------------------------------------------------- A 1,976,318,237 529-E 391,041 - -------------------------------------------------------------------------------------- B 89,074,301 529-F 43,923 - -------------------------------------------------------------------------------------- C 52,389,691 R-1 328,084 - -------------------------------------------------------------------------------------- F 22,909,295 R-2 3,600,711 - -------------------------------------------------------------------------------------- 529-A 9,150,665 R-3 3,946,110 - -------------------------------------------------------------------------------------- 529-B 2,497,736 R-4 916,814 - -------------------------------------------------------------------------------------- 529-C 2,722,245 R-5 6,202,778 - --------------------------------------------------------------------------------------
The 529 share classes are available only through CollegeAmerica to investors establishing qualified higher education savings accounts. CollegeAmerica account owners are technically 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. On the record date, no person owned of record or was known by the fund to own beneficially 5% or more of the outstanding shares of the fund. 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 were elected by shareholders at their last Annual Meeting on August 8, 2002. 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. The Investment Company of America 2 BOARD OF DIRECTORS
YEAR FIRST NUMBER OF BOARDS POSITION ELECTED A WITHIN FUND COMPLEX(1) WITH DIRECTOR OF PRINCIPAL OCCUPATION(S) ON WHICH OTHER DIRECTORSHIPS(2) NAME AND AGE THE FUND THE FUND DURING PAST 5 YEARS DIRECTOR SERVES HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS Louise H. Bryson Director 1999 Executive Vice 1 None 59 President, Distribution and Business Development, Lifetime Television; Director and former Chairman, KCET -- Los Angeles (public television station); former Senior Vice President, fx Networks, Inc.: Fox Inc. - ----------------------------------------------------------------------------------------------------------------------------------- Mary Anne Dolan Director 2000 Founder and President, 3 None 56 M.A.D., Inc. (communications company); former Editor-in-Chief Los Angeles Herald Examiner - ----------------------------------------------------------------------------------------------------------------------------------- Martin Fenton Director 2000 Managing Director, 16 None 68 Senior Resource Group, LLC (development and management of senior living communities) - ----------------------------------------------------------------------------------------------------------------------------------- Leonard R. Fuller Director 2002 President and CEO, 14 None 56 Fuller Consulting, Inc. (financial management consulting firm) - ----------------------------------------------------------------------------------------------------------------------------------- Claudio X. Gonzalez Laporte Director 2001 Chairman and CEO, 1 America Movil, SA; 69 Kimberly Clark de Grupo Carso; Grupo Mexico, SA Alfa; Kimberly Clark Corp.; Kellogg Company; General Electric Company; The Home Depot; The Mexico Fund - ----------------------------------------------------------------------------------------------------------------------------------- John G. McDonald Director 1976 IBJ Professor of 8 Plum Creek Timber Co.; 66 Finance, Graduate School Scholastic of Business, Stanford Corporation; iStar University Financial, Inc.; Varian, Inc.; Capstone Turbine Corp. - -----------------------------------------------------------------------------------------------------------------------------------
3 The Investment Company of America BOARD OF DIRECTORS
YEAR FIRST NUMBER OF BOARDS POSITION ELECTED A WITHIN FUND COMPLEX(1) WITH DIRECTOR OF PRINCIPAL OCCUPATION(S) ON WHICH OTHER DIRECTORSHIPS(2) NAME AND AGE THE FUND THE FUND DURING PAST 5 YEARS DIRECTOR SERVES HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- Bailey Morris-Eck Director 1993 Director and Programming 3 Nevis Capital 59 Chair, WYPR Management Baltimore/Washington (public radio station); Senior Fellow, Institute for International Economics; Senior Advisor, London Financial News; former Vice President, Brookings Institution - ----------------------------------------------------------------------------------------------------------------------------------- Richard G. Newman Director 1996 Chairman and CEO, AECOM 13 Sempra Energy; 68 Technology Corporation Southwest Water (engineering, consulting Company and professional services) - ----------------------------------------------------------------------------------------------------------------------------------- Olin C. Robison Director 1987 President of the 3 None 67 Salzburg Seminar; President Emeritus, Middlebury College - ----------------------------------------------------------------------------------------------------------------------------------- William J. Spencer Director 1997 Chairman and CEO, 1 None 72 SEMATECH (research and development consortium); Trustee, William Jewell College; Associated Universities, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- "INTERESTED" DIRECTORS(3) Paul G. Haaga, Jr. Director 2002 Executive Vice President 17 None 54 and Director, Capital Research and Management Company; Director, American Funds Distributors, Inc.(4) - ----------------------------------------------------------------------------------------------------------------------------------- James B. Lovelace Senior Vice 2000 Senior Vice President 2 None 47 President and and Director, Capital Director Research and Management Company - ----------------------------------------------------------------------------------------------------------------------------------- The Investment Company of America 4
BOARD OF DIRECTORS
YEAR FIRST NUMBER OF BOARDS POSITION ELECTED A WITHIN FUND COMPLEX(1) WITH DIRECTOR OF PRINCIPAL OCCUPATION(S) ON WHICH OTHER DIRECTORSHIPS(2) NAME AND AGE THE FUND THE FUND DURING PAST 5 YEARS DIRECTOR SERVES HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- Donald D. O'Neal Senior Vice 2001 Senior Vice President, 2 None 42 President and Capital Research and Director Management Company - ----------------------------------------------------------------------------------------------------------------------------------- James F. Rothenberg President and 2000 President and Director, 3 None 56 Director Capital Research and Management Company; Director, American Funds Distributors, Inc.(4) Director, American Funds Service Company(4) Director, The Capital Group Companies, Inc.(4) Director, Capital Group Research, Inc.(4) - ----------------------------------------------------------------------------------------------------------------------------------- R. Michael Shanahan Chairman of the 1998 Chairman of the Board 2 None 64 Board and PEO, Capital Research and Management Company; Director, American Funds Distributors, Inc.(4) Director, The Capital Group Companies, Inc.(4) Chairman, Capital Management Services, Inc.(4) - -----------------------------------------------------------------------------------------------------------------------------------
(1) 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 nonprofit organizations. (2) These include all directorships (other than those in the American Funds) that are held by each Director as a director of a public company or a registered investment company. (3) "Interested persons" within the meaning of the Investment Company Act of 1940 on the basis of their affiliation with the fund's Investment Adviser, Capital Research and Management Company, or affiliated entities (including the Fund's principal underwriter). (4) Company affiliated with Capital Research and Management Company. 5 The Investment Company of America COMPENSATION AND FUND OWNERSHIP
AGGREGATE COMPENSATION (INCLUDING AGGREGATE COMPENSATION(1) VOLUNTARILY DEFERRED COMPENSATION(2)) (INCLUDING VOLUNTARILY DEFERRED FROM ALL FUNDS MANAGED BY CAPITAL DOLLAR RANGE(4) AGGREGATE DOLLAR RANGE(4) COMPENSATION(2)) FROM THE RESEARCH AND MANAGEMENT COMPANY OF FUND SHARES OF SHARES OWNED IN ALL FUND DURING FISCAL YEAR ENDED OR ITS AFFILIATES(3) DURING FISCAL OWNED AS OF FUNDS WITHIN THE AMERICAN NAME DECEMBER 31, 2002 YEAR ENDED DECEMBER 31, 2002 JUNE 13, 2003 FUNDS OVERSEEN BY DIRECTOR - ------------------------------------------------------------------------------------------------------------------------------------ "NON-INTERESTED" DIRECTORS Louise H. Bryson $64,000(5) $64,000(5) $10,001 - $50,000 $10,001 - $50,000 - ------------------------------------------------------------------------------------------------------------------------------------ Mary Anne Dolan 63,000 105,000 $50,001 - $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Martin Fenton 62,000 210,000 $50,001 - $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Leonard R. Fuller 29,000(6) 130,000(5) $10,001 - $50,000 $50,001 - $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Claudio X. Gonzalez Laporte 61,000(5) 68,500(5) $50,001 - $100,000 $50,001 - $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ John G. McDonald 79,500(5) 270,000(5) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Bailey Morris-Eck 61,000 105,000 $50,001 - $100,000 $50,001 - $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Richard G. Newman 76,000 136,500 Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Olin C. Robison 66,000(5) 109,500(5) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ William J. Spencer 79,000(5) 79,000(5) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ The Investment Company of America 6
COMPENSATION AND FUND OWNERSHIP
AGGREGATE COMPENSATION (INCLUDING AGGREGATE COMPENSATION(1) VOLUNTARILY DEFERRED COMPENSATION(2)) (INCLUDING VOLUNTARILY DEFERRED FROM ALL FUNDS MANAGED BY CAPITAL DOLLAR RANGE(4) AGGREGATE DOLLAR RANGE(4) COMPENSATION(2)) FROM THE RESEARCH AND MANAGEMENT COMPANY OF FUND SHARES OF SHARES OWNED IN ALL FUND DURING FISCAL YEAR ENDED OR ITS AFFILIATES(3) DURING FISCAL OWNED AS OF FUNDS WITHIN THE AMERICAN NAME DECEMBER 31, 2002 YEAR ENDED DECEMBER 31, 2002 JUNE 13, 2003 FUNDS OVERSEEN BY DIRECTOR - ------------------------------------------------------------------------------------------------------------------------------------ "INTERESTED" DIRECTORS(7) Paul G. Haaga, Jr. None(8) None(8) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ James B. Lovelace None(8) None(8) $10,001 - $50,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Donald D. O'Neal None(8) None(8) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ James F. Rothenberg None(8) None(8) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ R. Michael Shanahan None(8) None(8) Over $100,000 Over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------
(1) During the 2002 fiscal year, each "non-interested" Director was paid an annual fee of $50,000 plus $2,000 for each Board of Directors meeting attended and $1,000 for each meeting attended as a member of a committee of the Board. Each "non-interested" Director who is a member of the proxy committee received an annual fee of $14,000 for service on the committee. (2) 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 as designated by the Directors. (3) 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 nonprofit organizations. (4) 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. (5) 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: Louise H. Bryson ($159,800), Claudio X. Gonzalez Laporte ($68,400), John G. McDonald ($785,200), Olin C. Robison ($153,300) and William J. Spencer ($390,100). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the Directors. (6) Leonard R. Fuller was elected a Director effective August 8, 2002 and, therefore, received only a portion of the annual compensation paid to Directors during the 2002 fiscal year. (7) "Interested persons" within the meaning of the Investment Company Act of 1940 on the basis of their affiliation with the fund's Investment Adviser, Capital Research and Management Company, or affiliated entities (including the fund's principal underwriter). (8) No compensation is paid by the fund to any Director who is affiliated with the Investment Adviser. 7 The Investment Company of America The fund has an Audit Committee comprised of Louise H. Bryson, Mary Anne Dolan, Martin Fenton, Leonard R. Fuller, Claudio X. Gonzalez Laporte, John G. McDonald, Bailey Morris-Eck, Richard G. Newman, Olin Robison, and William J. Spencer, 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 accountants and the full Board of Directors. The fund has a Nominating Committee comprised of Louise H. Bryson, John G. McDonald, and Olin Robison, 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 independent director and Advisory Board member candidates 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, along with a written consent of the prospective nominee for consideration of his or her name by the Committee. See also "Shareholder Proposals." The fund has a Contracts Committee comprised of all directors who are not considered to be "interested persons" 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, administrative services 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. The fund has a Proxy Committee comprised of John G. McDonald, Richard G. Newman and William J. Spencer, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. Donald D. O'Neal is also a member of the Committee and is an "interested person" of the fund due to his affiliation with the Investment Adviser. The Committee's functions include establishing and reviewing procedures and policies for voting of proxies of companies held in the fund's portfolio, making determinations with regard to certain contested proxy voting issues, and discussing related current issues. There were five Board of Directors, three Audit Committee, three Nominating Committee, one Contracts Committee and five Proxy Committee meetings during the year ended The Investment Company of America 8 December 31, 2002. All incumbent directors attended 83% of all Board meetings and meetings of the committees of which they were members. OTHER OFFICERS
NAME OFFICER (POSITION WITH FUND) CONTINUOUSLY AND AGE PRINCIPAL OCCUPATION(1) SINCE(2) - --------------------------------------------------------------------------------------------------------------------- Gregg E. Ireland Senior Vice President, Capital Research and 1994 (Senior Vice President) Management Company 53 - --------------------------------------------------------------------------------------------------------------------- Joyce E. Gordon Senior Vice President, Capital Research Company(3) 1998 (Vice President) 46 - --------------------------------------------------------------------------------------------------------------------- Anne M. Llewellyn Associate, Capital Research and Management Company 1984 (Vice President) 55 - --------------------------------------------------------------------------------------------------------------------- Vincent P. Corti Vice President - Fund Business Management Group, 1994 (Secretary) Capital Research and Management Company 47 - --------------------------------------------------------------------------------------------------------------------- Thomas M. Rowland Senior Vice President, Capital Research and 1998 (Treasurer) Management Company; Director, American Funds 61 Service Company(3) - --------------------------------------------------------------------------------------------------------------------- R. Marcia Gould Vice President - Fund Business Management Group, 1993 (Assistant Treasurer) Capital Research and Management Company 48 - --------------------------------------------------------------------------------------------------------------------- Anthony W. Hynes, Jr. Vice President - Fund Business Management Group, 1998 (Assistant Treasurer) Capital Research and Management Company 40 - ---------------------------------------------------------------------------------------------------------------------
(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. (3) Company affiliated with Capital Research and Management Company. No officer, director or employee of the Investment Adviser receives any remuneration from the fund. All directors and officers as a group owned beneficially fewer than 1% of the fund's shares outstanding on June 13, 2003. 9 The Investment Company of America PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003 Shareholders are requested to ratify the selection by the Board of Directors (including a majority of directors who are not "interested persons" of the fund as that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP ("PwC") to act as independent accountants for the fund for the fiscal year ending December 31, 2003. PwC has served as the fund's independent accountants since the fund's inception. No representative of PwC is expected to attend the meeting of shareholders. The Audit Committee of the Board of Directors of the fund has discussed with PwC representatives the independence of PwC from the fund and its management, including the matters disclosed in the letter from PwC required by Independence Standards Board Standard No. 1, and also considered whether the provision of non-audit services described below is compatible with maintaining their independence. Securities and Exchange Commission rules require the disclosure of professional fees for audit and non-audit services billed to the fund, the Investment Adviser and affiliates of the Investment Adviser providing services to the fund (together, "Covered Entities"), during the fund's most recently completed fiscal year ended December 31, 2002, as follows: AUDIT FEES: Aggregate fees billed by PwC for professional services rendered for the audit of the fund's annual financial statements during the period were $92,000. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: PwC did not render any professional services relating to financial information systems design and implementation to Covered Entities during the period. ALL OTHER FEES: PwC's billings for tax services rendered to the fund during the period were $6,000. Aggregate fees billed by PwC for all other professional services rendered to Covered Entities during the period were $2,100,000. These fees relate to assistance with two ongoing information technology projects (managed by an affiliate of the Investment Adviser) supporting human resource administration and customer relations for entities other than the fund. The amounts shown above do not include amounts paid for audit and non-audit services (including tax services) rendered to other mutual funds within the American Funds complex. Billings for these services during the fund's fiscal year ended December 31, 2002 totaled $1,375,000. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP. The Investment Company of America 10 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 fund and its shareholders. SHAREHOLDER PROPOSALS Any shareholder proposals for inclusion in proxy solicitation material for a subsequent shareholders meeting should be submitted to the Secretary of the fund, at the fund'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. 11 The Investment Company of America GENERAL INFORMATION Capital Research and Management Company is the Investment Adviser to the Fund 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 fund'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 fund. The fund 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 fund, who will receive no extra compensation for their services, may solicit by telephone, telegram or personally. WE URGE ALL SHAREHOLDERS TO VOTE THEIR SHARES BY MAIL, TELEPHONE OR THE INTERNET. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. TO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET, PLEASE FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSERT. You may obtain a copy of the fund's most recent annual report and semi-annual report without charge, by writing to the Secretary of the fund 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 June 23, 2003 The Investment Company of America 12 [AMERICAN FUNDS LOGO] The right choice for the long term-SM- [RECYCLE LOGO] Printed on recycled paper. - -------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust [AMERICAN FUNDS LOGO] PROXY CARD THE INVESTMENT COMPANY OF AMERICA PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 11, 2003 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 Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Monday August 11, 2003 at 9:00 a.m., on all matters coming before the meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY. WHEN PROPERLY COMPLETED, 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: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 CONTROL NUMBER: 999 9999 9999 999 CAPITAL BANK AND TRUST COMPANY AS TRUSTEE /S/ Thomas J. Hamblin AUTHORIZED OFFICER 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 ICA_13305 THE INVESTMENT COMPANY OF AMERICA TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [graphic: shaded in square] 1. Election of Directors: 1. Election of Directors: FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 Louise H. Bryson 09 Bailey Morris-Eck 02 Mary Anne Dolan 10 Richard G. Newman [BOX] [BOX] [BOX] 03 Martin Fenton 11 Donald D. O'Neal 04 Leonard R. Fuller 12 Olin C. Robison 05 Claudio X. Gonzalez Laporte 13 James F. Rothenberg 06 Paul G. Haaga, Jr. 14 R. Michael Shanahan 07 James B. Lovelace 15 William J. Spencer 08 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 PricewaterhouseCoopers LLP as independent accountants. In their discretion, upon other matters as may properly come before the FOR AGAINST ABSTAIN meeting. [BOX] [BOX] [BOX]
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-----