DEF 14A 1 icaproxy.txt [AMERICAN FUNDS LOGO] The right choice for the long term-SM- The Investment Company of America-Registered Trademark- Annual meeting of shareholders -- July 30, 2004 IMPORTANT NOTICE The annual meeting of shareholders of The Investment Company of America will take place on July 30, 2004. 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 JULY 30, 2004 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 Friday, July 30, 2004 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 public accountants for the fund for the fiscal year ending December 31, 2004. The Board of Directors has fixed the close of business on June 1, 2004 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 14, 2004 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 JULY 30, 2004 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 Friday, July 30, 2004, at 9:00 a.m., local time. If you complete, sign and mail the enclosed proxy card in the postage-paid envelope provided or record your vote via the internet or telephone 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 the other proposal. Your vote can be revoked at any time before its exercise, either by filing with the fund a written notification of revocation, by delivering a duly executed proxy card or an internet or telephonic vote bearing a later date, or by attending the meeting and voting in person. All shares that are voted and votes to "abstain" are treated as being present at the meeting for purposes of obtaining the quorum necessary to hold the meeting, as will 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). However, broker non-votes are not counted as part of the vote necessary to approve the proposals. This Proxy Statement and proxy card was first mailed to shareholders on or about June 14, 2004. The fund is a fully managed, diversified, open-end investment company that issues 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 1, 2004, the record date fixed by the Board of Directors for The Investment Company of America 1 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 2,064,110,808 529-E 700,422 -------------------------------------------------------------------------------------- B 113,388,299 529-F 127,536 -------------------------------------------------------------------------------------- C 79,997,289 R-1 629,571 -------------------------------------------------------------------------------------- F 37,006,496 R-2 9,289,569 -------------------------------------------------------------------------------------- 529-A 16,303,256 R-3 11,949,456 -------------------------------------------------------------------------------------- 529-B 4,235,927 R-4 2,481,565 -------------------------------------------------------------------------------------- 529-C 5,058,275 R-5 42,366,907 --------------------------------------------------------------------------------------
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. The following table identifies those investors who own of record or are known by the fund to own beneficially 5% or more of any class of its shares as of May 31, 2004:
AS % OF SHARES NAME AND ADDRESS CLASS SHARES HELD OUTSTANDING ---------------------------------------------------------------------- Edward D. Jones & Co. 201 Progress Pkwy. A 335,497,544 16.3 Maryland Hts., MO 63043-3009 B 13,156,750 11.6 MLPF&S for the Sole Benefit of its Customers 800 Deer Lake Dr. E., Fl.2 B 6,793,283 6.0 Jacksonville, FL 32246-6484 C 14,166,948 17.7 Citigroup Global Markets Inc. 333 W. 34th St. B 6,950,973 6.1 New York, NY 10001-2402 C 11,039,603 13.8 Charles Schwab & Co. Inc. 101 Montgomery St. San Francisco, CA 94104-4122 F 2,830,576 7.6 Daytech FBO Copeland Cook Taylor & Bush PA P.O. Box 2428 Ridgeland, MS 39158 R-1 31,898 5.1 CNA Trust Corporation TTEE FBO IIAA 401K Plan P.O. Box 5024 Costa Mesa, CA 92628 R-1 78,213 12.4 Hartford Life Insurance Co. P.O. Box 2999 Hartford, CT 06104-2999 R-3 1,667,427 14.0
2 The Investment Company of America The Manufacturers Life Ins. Co. USA 250 Bloor St. East, 7th Fl. Toronto, Ontario Canada M4W 1E5 R-3 1,260,038 10.5 CB&T Trustee For Pro-Tec Coating Company 401K c/o Fascorp Inv/Mutual Fund Trading 8515 E. Orchard Rd., #2T2 Greenwood Vlg., CO 80111-5002 R-4 136,434 5.5 Greenleaf Corp. & Savings & Ret. Pl. 18695 Greenleaf Drive P.O. Box 1040 Saegertown, PA 16433-1040 R-4 235,135 9.5 State St. Bk. & Tr. Co. TTEE FBO Martin Marietta Performance Sharing Plan 105 Rosemont Rd. Westwood, MA 02090-2318 R-5 33,852,223 79.9 Vanguard Fiduciary Trust FBO Hanford Operations & Engineering Plan P.O. Box 2600 Valley Forge, PA 19482-2600 R-5 2,606,633 6.2
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 11, 2003. 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 3 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 60 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 57 M.A.D., Inc. (communications company); former Editor-in-Chief Los Angeles Herald Examiner ----------------------------------------------------------------------------------------------------------------------------------- Martin Fenton Director 2000 Managing Director, 16 None 69 Senior Resource Group, LLC (development and management of senior living communities) ----------------------------------------------------------------------------------------------------------------------------------- Leonard R. Fuller Director 2002 President and CEO, 14 None 57 Fuller Consulting, Inc. (financial management consulting firm) ----------------------------------------------------------------------------------------------------------------------------------- Claudio X. Gonzalez Laporte Director 2001 Chairman and CEO, 1 America Movil, SA; 70 Kimberly Clark de General Electric Mexico, SA Company; Grupo Alfa; Grupo Carso; The Home Depot; Kellogg Company; Kimberly-Clark Corp.; The Mexico Fund; Unilever NV ----------------------------------------------------------------------------------------------------------------------------------- John G. McDonald Director 1976 IBJ Professor of 8 iStar Financial, Inc.; 67 Finance, Graduate School Plum Creek Timber Co.; of Business, Stanford Scholastic University Corporation; Varian, Inc.; -----------------------------------------------------------------------------------------------------------------------------------
4 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 The Nevis Fund, Inc. 60 Chair, WYPR Baltimore/Washington (public radio Station); Senior Associate, Financial News (London); Senior Fellow, Institute for International Economics; former Vice President, Brookings Institution ----------------------------------------------------------------------------------------------------------------------------------- Richard G. Newman Director 1996 Chairman and CEO, AECOM 13 Sempra Energy; 69 Technology Corporation Southwest Water (engineering, consulting Company and professional services) ----------------------------------------------------------------------------------------------------------------------------------- Olin C. Robison Director 1987 President of the 3 None 68 Salzburg Seminar; President Emeritus, Middlebury College ----------------------------------------------------------------------------------------------------------------------------------- William J. Spencer Director 1997 Chairman and CEO, 1 None 73 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 55 and Director, Capital Research and Management Company; Director, The Capital Group Companies, Inc.(4); Director, American Funds Distributors, Inc.(4) ----------------------------------------------------------------------------------------------------------------------------------- James B. Lovelace Senior Vice 2000 Senior Vice President 2 None 48 President and and Director, Capital Director Research and Management Company -----------------------------------------------------------------------------------------------------------------------------------
The Investment Company of America 5 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 43 President and Capital Research and Director Management Company ----------------------------------------------------------------------------------------------------------------------------------- James F. Rothenberg President and 2000 President and Director, 3 None 57 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 65 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); Director, Capital Strategy Research, Inc. -----------------------------------------------------------------------------------------------------------------------------------
(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 which serves as the underlying investment vehicle 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. 6 The Investment Company of America COMPENSATION AND FUND OWNERSHIP
AGGREGATE COMPENSATION (INCLUDING AGGREGATE COMPENSATION(1) VOLUNTARILY DEFERRED COMPENSATION(2)) AGGREGATE DOLLAR RANGE(4) (INCLUDING VOLUNTARILY DEFERRED FROM ALL FUNDS MANAGED BY CAPITAL DOLLAR RANGE(4) OF SHARES OWNED IN ALL COMPENSATION(2)) FROM THE RESEARCH AND MANAGEMENT COMPANY OF FUND SHARES FUNDS WITHIN THE AMERICAN FUND DURING FISCAL YEAR ENDED OR ITS AFFILIATES(3) DURING FISCAL OWNED AS OF FUNDS OVERSEEN BY DIRECTOR NAME DECEMBER 31, 2003 YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2003 AS OF DECEMBER 31, 2003 ------------------------------------------------------------------------------------------------------------------------------------ "NON-INTERESTED" DIRECTORS Louise H. Bryson $67,000(5) $67,000(5) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Mary Anne Dolan 63,000 105,000 Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Martin Fenton 64,000 215,000 $50,001 - $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Leonard R. Fuller 64,000 166,000(5) $10,001 - $50,000 $50,001 - $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Claudio X. Gonzalez Laporte 64,000(5) 64,000(5) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ John G. McDonald 81,000(5) 271,000(5) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Bailey Morris-Eck 64,000 107,000 $50,001 - $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Richard G. Newman 78,000 137,000 Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Olin C. Robison 67,000(5) 110,000(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 7 COMPENSATION AND FUND OWNERSHIP
AGGREGATE COMPENSATION (INCLUDING AGGREGATE COMPENSATION(1) VOLUNTARILY DEFERRED COMPENSATION(2)) AGGREGATE DOLLAR RANGE(4) (INCLUDING VOLUNTARILY DEFERRED FROM ALL FUNDS MANAGED BY CAPITAL DOLLAR RANGE(4) OF SHARES OWNED IN ALL COMPENSATION(2)) FROM THE RESEARCH AND MANAGEMENT COMPANY OF FUND SHARES FUNDS WITHIN THE AMERICAN FUND DURING FISCAL YEAR ENDED OR ITS AFFILIATES(3) DURING FISCAL OWNED AS OF FUNDS OVERSEEN BY DIRECTOR NAME DECEMBER 31, 2003 YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2003 AS OF DECEMBER 31, 2003 ------------------------------------------------------------------------------------------------------------------------------------ "INTERESTED" DIRECTORS(6) Paul G. Haaga, Jr. None(7) None(7) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ James B. Lovelace None(7) None(7) $10,001 - $50,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ Donald D. O'Neal None(7) None(7) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ James F. Rothenberg None(7) None(7) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------ R. Michael Shanahan None(7) None(7) Over $100,000 Over $100,000 ------------------------------------------------------------------------------------------------------------------------------------
(1) During the 2003 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 which serves as the underlying investment vehicle 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 2003 fiscal year for participating Directors is as follows: Louise H. Bryson ($280,667), Martin Fenton ($38,375), Claudio X. Gonzalez Laporte ($162,189), John G. McDonald ($949,808), Olin C. Robison ($302,292) and William J. Spencer ($586,476). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the Directors. (6) "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). (7) No compensation is paid by the fund to any Director who is affiliated with the Investment Adviser. 8 The Investment Company of America The fund has an Audit 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 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 public 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. 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 December 31, 2003. All incumbent directors attended at least 80% of all Board meetings and meetings of the committees of which they were members. The Investment Company of America 9 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 54 --------------------------------------------------------------------------------------------------------------------- Joyce E. Gordon Senior Vice President, Capital Research Company(3) 1998 (Vice President) 47 --------------------------------------------------------------------------------------------------------------------- Anne M. Llewellyn Associate, Capital Research and Management Company 1984 (Vice President) 56 --------------------------------------------------------------------------------------------------------------------- Vincent P. Corti Vice President - Fund Business Management Group, 1994 (Secretary) Capital Research and Management Company 48 --------------------------------------------------------------------------------------------------------------------- Thomas M. Rowland (Treasurer) Senior Vice President, Capital Research and 1998 62 Management Company; Director, American Funds Service Company(3) --------------------------------------------------------------------------------------------------------------------- R. Marcia Gould Vice President - Fund Business Management Group, 1993 (Assistant Treasurer) Capital Research and Management Company 49 ---------------------------------------------------------------------------------------------------------------------
(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 1, 2004. 10 The Investment Company of America PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004 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 public accountants for the fund for the fiscal year ending December 31, 2004. PwC has served as the fund's independent public 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 billed to the fund, the Investment Adviser and affiliates of the Investment Adviser providing services to the fund, during each of the fund's last two fiscal years, as follows:
BILLED TO THE FUND: 2002 2003 ---------------------------------------------------------- Audit fees $87,000 $97,000 ---------------------------------------------------------- Audit-related fees 1,500 none (audit-related fees consist of assurance and related services relating to the fund's investments in a non-U.S. jurisdiction) ---------------------------------------------------------- Tax fees 8,000 10,000 (tax fees consist of professional services relating to the preparation of the fund's tax returns including returns relating to the fund's investments in a non-U.S. jurisdiction) ---------------------------------------------------------- All other fees none none ----------------------------------------------------------
BILLED TO THE INVESTMENT ADVISER AND ITS AFFILIATES: 2002 2003 (includes only fees for non-audit services billed to the investment adviser and its affiliates that provide ongoing services to the funds for engagements that relate directly to the operations and financial reporting of the fund and that were subject to the pre-approval policies described below) ---------------------------------------------------------------------- Audit-related fees none none ---------------------------------------------------------------------- Tax fees none none ---------------------------------------------------------------------- All other fees none none ----------------------------------------------------------------------
Pre-approval policies: The fund's Audit Committee will pre-approve all audit and permissible non-audit services that the Committee considers compatible with maintaining the accountants' independence. The pre-approval requirement will extend to all non-audit services provided to the fund, the Investment Adviser, and any entity controlling, controlled by, or under common control with the Investment Adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and The Investment Company of America 11 financial reporting of the fund. The Committee will not delegate its responsibility to pre-approve these services to the Investment Adviser. The Committee may delegate to one or more committee members the authority to review and pre-approve audit and permissible non-audit services. Actions taken under any such delegation will be reported to the full Committee at its next meeting. The pre-approval requirement is waived with respect to non-audit services if certain conditions are met. The pre-approval requirement was not waived for any of the services listed above. Aggregate non-audit fees paid to the fund's accountants, including fees for all services billed to the Investment Adviser and affiliates were $2,086,000 for fiscal year 2002 and $10,000 for fiscal year 2003. The non-audit services represented by these amounts were for assistance with two information technology projects (managed by an affiliate of the Investment Adviser) supporting human resource administration and customer relations for entities other than the fund. This information was brought to the attention of the Committee and considered to be compatible with maintaining the accountants' independence. The amounts shown above do not include amounts paid for audit, audit-related and tax fees rendered to other mutual funds within the American Funds complex that PwC serves. Billings for these services during the year ended December 31, 2003 totaled $1,238,000. 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 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. 12 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 14, 2004 The Investment Company of America 13 [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 [logo - American Funds (r)] 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 July 30, 2004 The undersigned hereby appoints Vincent P. Corti, Paul G. Haaga, Jr. 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 Friday July 30, 2004 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 [logo - American Funds (r)] 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 JULY 30, 2004 The undersigned hereby appoints Vincent P. Corti, Paul G. Haaga, Jr. 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 Friday July 30, 2004 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 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: 1. Election of Directors: FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Louise H. Bryson 09 Bailey Morris-Eck 02 Mary Anne Dolan 10 Richard G. Newman 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. FOR AGAINST ABSTAIN ___ ___ ___
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