Filed by the
Registrant [X]
|
||
Filed by a
Party other than the Registrant [ ]
|
||
Check the
appropriate box:
|
||
[ ]
|
Preliminary
Proxy Statement
|
|
[ ]
|
Confidential,
for the Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
[X]
|
Definitive
Proxy Statement
|
|
[ ]
|
Definitive
Additional Materials
|
|
[ ]
|
Soliciting
Material Pursuant to §240.14a-12
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
American
Balanced Fund, Inc.
Fundamental
Investors, Inc.
The Growth
Fund of America, Inc.
The Income
Fund of America, Inc
The
Investment Company of America
|
||
_ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _
|
||
(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment of
Filing Fee (Check the appropriate box):
|
||
[X]
|
No fee
required.
|
|
[ ]
|
Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
1)
|
Title of each
class of securities to which transaction applies:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
2)
|
Aggregate
number of securities to which transaction applies:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
3)
|
Per unit
price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
4)
|
Proposed
maximum aggregate value of transaction:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
5)
|
Total fee
paid:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
[ ]
|
Fee paid
previously with preliminary materials.
|
|
[ ]
|
Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
1)
|
Amount
Previously Paid:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
2)
|
Form,
Schedule or Registration Statement No.:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
3)
|
Filing
Party:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
||
4)
|
Date
Filed:
|
|
_ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _
|
[logo
- American Funds®]
|
The right
choice for the long term®
|
1.
|
To elect
directors of each fund; and
|
2.
|
To consider
and act upon any other business as may properly come before the meeting
and any adjournment or adjournments
thereof.
|
Class
|
Shares outstanding
|
||||
American
Balanced
Fund
|
Fundamental
Investors
|
The
Growth
Fund
of
America
|
The
Income
Fund
of
America
|
The
Investment
Company of
America
|
|
A
|
2,001,353,881
|
967,008,625
|
2,671,032,619
|
3,425,326,313
|
2,185,716,786
|
B
|
275,224,841
|
39,846,657
|
222,744,562
|
250,332,229
|
119,262,398
|
C
|
317,887,643
|
55,087,242
|
349,374,279
|
461,903,673
|
101,284,033
|
F
|
72,035,442
|
101,104,555
|
822,352,138
|
163,306,060
|
51,467,151
|
529-A
|
73,225,315
|
17,278,164
|
91,677,706
|
38,538,661
|
41,650,937
|
529-B
|
18,394,628
|
2,032,264
|
17,258,264
|
6,440,914
|
8,095,988
|
529-C
|
31,015,352
|
5,264,906
|
29,255,200
|
16,318,586
|
11,825,687
|
529-E
|
4,601,700
|
762,909
|
4,772,579
|
1,876,771
|
1,771,888
|
529-F
|
2,068,702
|
584,529
|
2,846,073
|
1,219,130
|
639,355
|
R-1
|
6,168,341
|
1,860,762
|
16,347,576
|
5,053,103
|
2,129,153
|
R-2
|
62,390,381
|
12,844,316
|
90,171,388
|
30,339,688
|
21,662,348
|
R-3
|
175,623,135
|
34,798,558
|
457,799,260
|
61,956,053
|
32,488,189
|
R-4
|
105,023,384
|
28,617,116
|
572,129,127
|
34,221,681
|
13,666,210
|
R-5
|
69,032,563
|
29,810,646
|
513,464,442
|
31,457,029
|
75,171,451
|
Total
|
3,214,045,308
|
1,296,901,249
|
5,861,225,213
|
4,528,289,891
|
2,666,831,574
|
Name
and age
|
Position
with
the
Funds
|
Year first
elected a
Director
of the Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen
by
Director3
|
Other
directorships4
held
by Director
|
|
AMBAL
|
IFA
|
|||||
“Independent”
Directors1
|
||||||
Mary Jane
Elmore
54
|
—
|
Nominee
|
Nominee
|
Managing
Director and General Partner, Institutional Venture Partners; former
Product Marketing Manager, Intel Corporation’s Development Systems
Division
|
2
|
None
|
Robert A.
Fox
71
|
Director
|
1976-1978,
1982
|
1972
|
Managing
General Partner, Fox Investments LP; corporate director; retired President
and CEO, Foster Farms (poultry producer)
|
7
|
Chemtura
Corporation
|
Leonade D.
Jones
60
|
Director and
Chairman of the Board (Independent and
Non-Executive)
|
1993
|
1993
|
Co-founder,
VentureThink LLC (developed and managed e-commerce businesses) and Versura
Inc. (education loan exchange); former Treasurer, The Washington Post
Company
|
6
|
None
|
William D.
Jones
53
|
—
|
Nominee
|
Nominee
|
Real estate
developer/owner, President and CEO, CityLink Investment
Corporation
|
4
|
Sempra
Energy; Southwest Water Company
|
John M.
Lillie
71
|
Director
|
2003
|
2003
|
Former
President, Sequoia Associates LLC (investment firm specializing in medium
size buyouts); former CEO, American President Companies (container
shipping and transportation services); former CEO, Lucky Stores; former
CEO, Leslie Salt
|
2
|
None
|
Name
and age
|
Position
with
the
Funds
|
Year first
elected a
Director
of the Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen
by
Director3
|
Other
directorships4
held
by Director
|
|
AMBAL
|
IFA
|
|||||
John G.
McDonald
71
|
Director
|
1975-1978,
1988
|
1976
|
Stanford
Investors Professor, Graduate School of Business, Stanford
University
|
8
|
iStar
Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation; Varian,
Inc.
|
James J.
Postl
62
|
Director
(AMBAL)
|
2007
|
Nominee
|
Former
President/CEO, Pennzoil-Quaker State Company (automotive products and
services)
|
2
|
Centex
Corporation; Cooper Industries; Northwest Airlines
|
Henry E.
Riggs
73
|
Director
|
1989
|
1989
|
President
Emeritus, Keck Graduate Institute of Applied Life Sciences
|
4
|
None
|
Isaac
Stein
61
|
Director
|
2004
|
2004
|
President,
Waverley Associates (private investment fund); Chairman Emeritus of the
Board of Trustees, Stanford University
|
2
|
Alexza
Pharmaceuticals, Inc.; Maxygen, Inc.
|
Patricia K.
Woolf
73
|
Director
|
1988
|
1985
|
Private
investor; corporate director; former Lecturer, Department of Molecular
Biology, Princeton University
|
6
|
None
|
“Interested”
Directors5
|
Principal
occupation(s)
during
past five years
and
positions held with
affiliated
entities or
the
Principal Underwriter
of
the Fund
|
|||||
Robert G.
O’Donnell
64
|
Director and
Vice Chairman of the Board (AMBAL)
|
1997
|
—
|
Senior Vice
President – Capital World Investors, Capital Research and Management
Company; Director, Capital Research and Management Company
|
2
|
None
|
Hilda L.
Applbaum
47
|
Director and
Vice Chairman of the Board
(IFA)
|
—
|
2005
|
Senior Vice
President – Capital World Investors, Capital Research and Management
Company
|
1
|
None
|
Name
and age
|
Position
with
the
Funds
|
Year first
elected a
Director
of the Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen
by
Director3
|
Other
directorships4
held
by Director
|
|
FI
|
GFA
|
|||||
“Independent”
Directors1
|
||||||
Ronald P.
Badie
65
|
—
|
Nominee
|
Nominee
|
Retired;
former Vice Chairman, Deutsche Bank Alex. Brown
|
3
|
Amphenol
Corporation; Merisel, Inc.; Nautilus, Inc.; Obagi Medical Products,
Inc.
|
Joseph C.
Berenato
61
|
Director
|
2003
|
2003
|
Chairman and
Chief Executive Officer, Ducommun Incorporated (aerospace components
manufacturer)
|
6
|
Ducommun
Incorporated
|
Louise H.
Bryson
64
|
—
|
Nominee
|
Nominee
|
Executive
Vice President, Lifetime Networks; General Manager, Lifetime Movie
Network
|
3
|
None
|
Robert J.
Denison
67
|
Director
|
2005
|
2005
|
Chair, First
Security Management
(private
investment)
|
5
|
None
|
Robert A.
Fox
71
|
Director
|
1998
|
1970
|
Managing
General Partner, Fox Investments LP; corporate director; retired President
and CEO, Foster Farms (poultry producer)
|
7
|
Chemtura
Corporation
|
Leonade D.
Jones
60
|
Director
|
1998
|
1993
|
Co-founder,
VentureThink LLC (developed and managed e-commerce businesses) and Versura
Inc. (education loan exchange); former Treasurer, The Washington Post
Company
|
6
|
None
|
John G.
McDonald
71
|
Director
|
1998
|
1976
|
Stanford
Investors Professor, Graduate School of Business, Stanford
University
|
8
|
iStar
Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation; Varian,
Inc.
|
Name
and age
|
Position
with
the
Funds
|
Year first
elected a
Director
of the Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen
by
Director3
|
Other
directorships4
held
by Director
|
|
FI
|
GFA
|
|||||
Gail L.
Neale
73
|
Director
|
1985
|
1998
|
President,
The Lovejoy Consulting
Group, Inc.
(a pro-bono consulting
group
advising non-profit organizations)
|
4
|
None
|
Henry E.
Riggs
73
|
Director and
Chairman of the Board (Independent and Non-Executive)
|
1989
|
1989
|
President
Emeritus, Keck Graduate Institute of Applied Life Sciences
|
4
|
None
|
Patricia K.
Woolf
73
|
Director
|
1998
|
1985
|
Private
investor; corporate director; former Lecturer, Department of Molecular
Biology, Princeton University
|
6
|
None
|
“Interested”
Directors5
|
Principal
occupation(s)
during
past five years
and
positions held with
affiliated
entities or
the
Principal Underwriter
of
the Fund
|
|||||
James F.
Rothenberg
61
|
Director and
Vice Chairman of the Board
|
1998
|
1997
|
Chairman of
the Board, Capital Research and Management Company; Director, American
Funds Distributors, Inc.;6
Director, The Capital Group Companies, Inc.6
|
2
|
None
|
Donald D.
O’Neal
47
|
Director and
President (GFA)
|
—
|
2004
|
Senior Vice
President – Capital Research Global Investors, Capital Research and
Management Company; Director, The Capital Group Companies, Inc.6
|
3
|
None
|
Dina N.
Perry
62
|
Director and
President
(FI)
|
2004
|
—
|
Senior Vice
President – Capital World Investors, Capital Research and Management
Company; Director, Capital Research and Management Company
|
1
|
None
|
Name
and age
|
Position
with
the
Fund
|
Year first
elected
a
Director
of
the
Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen by
Director3
|
Other
directorships4
held
by Director
|
“Independent”
Directors1
|
|||||
Louise H.
Bryson
64
|
Director
|
1999
|
Executive
Vice President, Lifetime Networks; General Manager, Lifetime Movie
Network
|
3
|
None
|
Mary Anne
Dolan
61
|
Director
|
2000
|
Founder and
President M.A.D., Inc. (communications company); former Editor-in-Chief,
The Los Angeles Herald Examiner
|
5
|
None
|
Martin
Fenton
73
|
Director and
Chairman of the Board (Independent
and
Non-Executive)
|
2000
|
Chairman,
Senior Resource Group LLC (development and management of senior living
communities)
|
18
|
None
|
Leonard R.
Fuller
61
|
Director
|
2002
|
President and
CEO, Fuller Consulting (financial management consulting
firm)
|
16
|
None
|
Claudio X.
Gonzalez
Laporte
74
|
Director
|
2001
|
Chairman of
the Board, Kimberly Clark de Mexico, S.A.B. de CV
|
1
|
General
Electric Company; Grupo Alfa, S.A. de C.V.; Grupo Carso, S.A. de C.V.;
Grupo Financiero Inbursa; Grupo Industrial Saltillo, S.A. de CV; Grupo
Mexico, S.A. de C.V.; Grupo Televisa, S.A.B.; The Mexico
Fund
|
L. Daniel
Jorndt
66
|
Director
|
2006
|
Former
Chairman and Chief Executive Officer, Walgreen Company (drug store
chain)
|
1
|
None
|
Name
and age
|
Position
with
the
Fund
|
Year first
elected
a
Director
of
the
Fund
|
Principal
occupation(s)
during
past five years
|
Number of portfolios
within
the fund
complex2
overseen by
Director3
|
Other
directorships4
held
by Director
|
John G.
McDonald
71
|
Director
|
1976
|
Stanford
Investors Professor, Graduate School of Business, Stanford
University
|
8
|
iStar
Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation; Varian,
Inc.
|
Bailey
Morris-Eck
64
|
Director
|
1993
|
Director and
Programming Chair, WYPR Baltimore/Washington (public radio station);
Senior Adviser, Financial News (London); Senior Fellow, Institute for
International Economics; former Senior Associate and head of the Global
Policy Initiative, Reuters Foundation
|
3
|
None
|
Richard G.
Newman7
73
|
Director
|
1996
|
Chairman,
AECOM Technology Corporation (engineering, consulting and professional
technical services)
|
14
|
Sempra
Energy; Southwest Water Company
|
Olin C.
Robison
72
|
Director
|
1987
|
Fellow, The
Oxford Centre for the Study of Christianity and Culture; Director, The
Oxford Project on Religion and Public Policy; President Emeritus of the
Salzburg Seminar; President Emeritus, Middlebury College
|
3
|
American
Shared Hospital Services
|
“Interested”
Directors5
|
Principal
occupation(s)
during
past five years
and
positions held with
affiliated
entities or
the
Principal Underwriter
of
the Fund
|
||||
R. Michael
Shanahan
69
|
Director and
Vice Chairman of the Board
|
1998
|
Director and
Chairman Emeritus, Capital Research and Management Company; Director,
American Funds Distributors, Inc.6;
Chairman of the Executive Committee, The Capital Group Companies,
Inc.6;
Chairman of the Board, Capital Management Services, Inc.6;
Director, Capital Strategy Research, Inc.6
|
2
|
None
|
Name
and age
|
Position
with
the
Fund
|
Year first
elected
a
Director
of
the
Fund
|
Principal
occupation(s)
during
past five years
and
positions held with
affiliated
entities or
the
Principal Underwriter
of
the Fund
|
Number of portfolios
within
the fund
complex2
overseen by
Director3
|
Other
directorships4
held
by Director
|
“Interested”
Directors5
|
|||||
James B.
Lovelace
52
|
Director and
President
|
2000
|
Senior Vice
President – Capital Research Global Investors, Capital Research and
Management Company; Director, Capital Research and Management
Company
|
3
|
None
|
Donald D.
O’Neal
47
|
Director and
Senior Vice President
|
2001
|
Senior Vice
President – Capital Research Global Investors, Capital Research and
Management Company; Director, The Capital Group Companies, Inc.6
|
3
|
None
|
1
|
The term
“independent” director refers to a director who is not an “interested
person” within the meaning of the Investment Company Act of 1940 (the
“1940 Act”).
|
2
|
Funds managed
by Capital Research and Management Company, including the American
Funds®;
American Funds Insurance Series®,
which is composed of 15 funds and serves as the underlying investment
vehicle for certain variable insurance contracts; American Funds Target
Date Retirement Series,SM
Inc., which is composed of nine funds and is available to investors in
tax-deferred retirement plans and IRAs; and Endowments, which is composed
of two funds and is available to certain nonprofit
organizations.
|
3
|
The number of
portfolios within the fund complex overseen by director includes the
portfolios that a nominee would oversee if
elected.
|
4
|
Includes all
directorships (other than those in the American Funds or other funds
managed by Capital Research and Management Company) that are held by each
director as a director of a public company or a registered investment
company.
|
5
|
“Interested
person” of the fund within the meaning of the 1940 Act on the basis of his
or her affiliation with the Fund’s investment adviser, Capital Research
and Management Company, or affiliated entities (including the Funds’
principal underwriter).
|
6
|
Company
affiliated with Capital Research and Management
Company.
|
7
|
The
investment adviser and its affiliates use a subsidiary of AECOM, Inc. to
perform architectural and space management services. The investment
adviser’s business relationship with the subsidiary preceded its
acquisition by AECOM in 1994. The total fees relating to this engagement
for the last two years represent less than 0.1% of AECOM, Inc’s 2006 gross
revenues.
|
Fund
|
Most recent
fiscal
year
end
|
Number of
Board
meetings
|
Audit
Committee
|
Contracts
Committee
|
Nominating
Committee
|
Proxy
Committee
|
||||||||
Members
|
#
of
meetings
|
Members
|
#
of
meetings
|
Members
|
#
of
meetings
|
Members
|
#
of
meetings
|
|||||||
AMBAL2
|
12/31/07
|
4
|
Fox, L.
Jones, Lillie, Postl, Stein
|
4
|
All
independent directors
|
1
|
Lillie,
McDonald, Riggs, Woolf
|
6
|
Fox, L.
Jones, McDonald, Stein, Woolf
|
4
|
||||
FI3
|
12/31/07
|
4
|
Berenato,
Denison, Fox, L. Jones
|
4
|
All
independent directors
|
1
|
Berenato,
McDonald, Neale, Woolf
|
4
|
Fox, L.
Jones, McDonald, Neale, Woolf
|
4
|
||||
GFA4
|
8/31/07
|
4
|
Berenato,
Denison, Fox, L. Jones
|
6
|
All
independent directors
|
1
|
Berenato,
McDonald, Neale, Woolf
|
3
|
Fox, L.
Jones, McDonald, Neale, Woolf
|
4
|
||||
IFA3
|
7/31/07
|
4
|
Fox, L.
Jones, Lillie, Postl, Stein
|
4
|
All
independent directors
|
1
|
Lillie,
McDonald, Riggs, Woolf
|
7
|
Fox, L.
Jones, McDonald, Stein, Woolf
|
4
|
||||
ICA5
|
12/31/07
|
5
|
Bryson,
Dolan, Fenton, Fuller, Gonzalez, Jorndt, McDonald, Morris-Eck, Newman,
Robison
|
5
|
All
independent directors
|
1
|
Bryson,
Dolan, McDonald, Robison
|
4
|
Fuller,
McDonald, Newman
|
4
|
1
|
Each member
of the committees is an independent
director.
|
2
|
AMBAL – each
incumbent director attended 100% of the meetings of the board and
committees on which he or she
served.
|
3
|
FI and IFA –
each incumbent director attended at least 92% of the meetings of the board
and committees on which he or she
served.
|
4
|
GFA – each
incumbent director attended at least 93% of the meetings of the board and
committees on which he or she
served.
|
5
|
ICA – each
incumbent director attended at least 96% of the meetings of the board and
committees on which he or she
served.
|
Name
|
Aggregate compensation
(including voluntarily deferred
compensation2)
from the fund
during
fiscal 2007
|
Total compensation (including
voluntarily
deferred
compensation2)
from all
funds
managed by Capital
Research
and Management
Company
or its affiliates3
during
fiscal 2007
|
Dollar
range4
of
fund shares owned
as
of April 30, 2008
|
Aggregate dollar range4
of
shares owned in all
funds in the American Funds
family
overseen by Director
as
of April 30, 2008
|
American
Balanced Fund
|
||||
(Fiscal
year end 12/31/07)
|
||||
“Independent”
Directors1
|
||||
Mary Jane
Elmore
|
$06
|
$0
|
$50,001 - $100,0009
|
Over
$100,0009
|
Robert A.
Fox5
|
45,642
|
278,041
|
Over
$100,000
|
Over
$100,000
|
Leonade D.
Jones5
|
67,667
|
342,375
|
Over
$100,000
|
Over
$100,000
|
William D.
Jones
|
06
|
112,100
|
$50,001 - $100,0009
|
Over
$100,0009
|
John M.
Lillie
|
64,500
|
129,450
|
Over
$100,000
|
Over
$100,000
|
John G.
McDonald5
|
48,187
|
368,500
|
$50,001 - $100,000
|
Over
$100,000
|
James J.
Postl
|
70,833
|
70,833
|
Over $100,000
|
Over $100,000
|
Henry E.
Riggs5
|
52,750
|
248,771
|
Over
$100,000
|
Over
$100,000
|
Isaac
Stein
|
58,750
|
117,950
|
Over
$100,000
|
Over
$100,000
|
Patricia K.
Woolf5
|
53,959
|
306,125
|
$50,001 - $100,000
|
Over
$100,000
|
“Interested”
Directors7
|
||||
Robert G.
O’Donnell
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
Fundamental
Investors
|
||||
(Fiscal
year end 12/31/07)
|
||||
“Independent”
Directors1
|
||||
Ronald P.
Badie
|
$06
|
$14,000
|
Over
$100,000
|
Over
$100,000
|
Joseph C.
Berenato5
|
50,584
|
303,375
|
$10,001 - $50,000
|
Over
$100,000
|
Louise H.
Bryson
|
06
|
106,000
|
$10,001 - $50,0009
|
Over
$100,000
|
Robert J.
Denison5
|
45,375
|
278,041
|
$10,001 - $50,000
|
$50,001 - $100,000
|
Name
|
Aggregate compensation
(including voluntarily deferred
compensation2)
from the fund
during
fiscal 2007
|
Total compensation (including
voluntarily
deferred
compensation2)
from all
funds
managed by Capital
Research
and Management
Company
or its affiliates3
during
fiscal 2007
|
Dollar
range4
of
fund shares owned
as
of April 30, 2008
|
Aggregate dollar range4
of
shares owned in all
funds in the American Funds
family
overseen by Director
as
of April 30, 2008
|
Fundamental Investors
(continued)
|
||||
“Independent”
Directors1
|
||||
Robert A.
Fox5
|
$45,844
|
$278,041
|
Over
$100,000
|
Over
$100,000
|
Leonade D.
Jones5
|
45,917
|
342,375
|
Over
$100,000
|
Over
$100,000
|
John G.
McDonald5
|
39,687
|
368,500
|
$50,001 - $100,000
|
Over $100,000
|
Gail L.
Neale
|
51,646
|
205,230
|
$10,001 - $50,000
|
Over
$100,000
|
Henry E.
Riggs5
|
70,750
|
248,771
|
Over
$100,000
|
Over
$100,000
|
Patricia K.
Woolf5
|
48,334
|
306,125
|
$50,001 - $100,000
|
Over
$100,000
|
“Interested”
Directors7
|
||||
James F.
Rothenberg
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
Dina N.
Perry
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
The
Growth Fund of America
(Fiscal
year end 8/31/2007)
|
||||
“Independent”
Directors1
|
||||
Ronald P.
Badie
|
$06
|
$19,835
|
Over
$100,000
|
Over
$100,000
|
Joseph C.
Berenato5
|
50,334
|
278,625
|
$50,001 - $100,000
|
Over
$100,000
|
Louise H.
Bryson
|
06
|
106,000
|
$10,001 - $50,0009
|
Over
$100,000
|
Robert J.
Denison5
|
46,000
|
196,646
|
$10,001 - $50,000
|
$50,001 - $100,000
|
Robert A.
Fox5
|
45,344
|
283,791
|
Over
$100,000
|
Over
$100,000
|
Leonade D.
Jones5
|
46,917
|
329,625
|
Over
$100,000
|
Over
$100,000
|
John G.
McDonald5
|
44,687
|
367,000
|
Over $100,000
|
Over $100,000
|
Gail L.
Neale
|
48,146
|
187,105
|
$10,001 - $50,000
|
Over
$100,000
|
Henry E.
Riggs5
|
70,250
|
249,896
|
Over
$100,000
|
Over
$100,000
|
Patricia K.
Woolf5
|
45,334
|
293,625
|
Over
$100,000
|
Over
$100,000
|
“Interested”
Directors7
|
||||
Donald D.
O’Neal
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
James F.
Rothenberg
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
Name
|
Aggregate compensation
(including voluntarily deferred
compensation2)
from the fund
during
fiscal 2007
|
Total compensation (including
voluntarily
deferred
compensation2)
from all
funds
managed by Capital
Research
and Management
Company
or its affiliates3
during
fiscal 2007
|
Dollar
range4
of
fund shares owned
as
of April 30, 2008
|
Aggregate dollar range4
of
shares owned in all
funds in the American Funds
family
overseen by Director
as
of April 30, 2008
|
The
Income Fund of America
|
||||
(Fiscal
year end 7/31/2007)
|
||||
“Independent”
Directors1
|
||||
Robert A.
Fox5
|
$42,850
|
$282,041
|
Over
$100,000
|
Over
$100,000
|
Mary Jane
Elmore
|
06
|
0
|
$50,001 -
$100,0009
|
Over
$100,0009
|
Leonade D.
Jones5
|
63,625
|
324,875
|
Over
$100,000
|
Over
$100,000
|
William D.
Jones
|
06
|
91,333
|
$50,001 -
$100,0009
|
Over
$100,0009
|
John M.
Lillie
|
63,750
|
129,750
|
Over
$100,000
|
Over
$100,000
|
John G.
McDonald5
|
49,687
|
367,000
|
$50,001 -
$100,000
|
Over
$100,000
|
James J.
Postl
|
06
|
50,333
|
Over $100,000
|
Over $100,000
|
Henry E.
Riggs5
|
50,771
|
246,021
|
Over
$100,000
|
Over
$100,000
|
Isaac
Stein
|
55,750
|
113,750
|
Over
$100,000
|
Over
$100,000
|
Patricia K.
Woolf5
|
53,292
|
290,875
|
Over
$100,000
|
Over
$100,000
|
“Interested”
Directors7
|
||||
Hilda L.
Applbaum
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
The Investment Company of America
|
||||
(Fiscal
year end 12/31/2007)
|
||||
“Independent”
Directors1
|
||||
Louise H.
Bryson5
|
$106,000
|
$106,000
|
Over
$100,000
|
Over
$100,000
|
Mary Anne
Dolan
|
98,668
|
204,375
|
$50,001 -
$100,000
|
Over
$100,000
|
Martin
Fenton5
|
103,158
|
389,742
|
$50,001 -
$100,000
|
Over
$100,000
|
Leonard R.
Fuller5
|
97,646
|
322,924
|
$10,001 -
$50,000
|
$50,001 -
$100,000
|
Claudio X.
Gonzalez-Laporte5
|
108,000
|
108,000
|
Over $100,000
|
Over $100,000
|
J. Daniel
Jorndt5
|
105,500
|
105,500
|
Over
$100,000
|
Over
$100,000
|
John G.
McDonald5
|
97,188
|
368,500
|
$50,001 -
$100,000
|
Over
$100,000
|
Bailey
Morris-Eck
|
90,168
|
188,875
|
Over
$100,000
|
Over
$100,000
|
Richard G.
Newman
|
107,234
|
222,926
|
Over
$100,000
|
Over
$100,000
|
Olin C.
Robison5
|
102,168
|
200,875
|
Over
$100,000
|
Over
$100,000
|
Name
|
Aggregate compensation
(including voluntarily deferred
compensation2)
from the fund
during
fiscal 2007
|
Total compensation (including
voluntarily
deferred
compensation2)
from all
funds
managed by Capital
Research
and Management
Company
or its affiliates3
during
fiscal 2007
|
Dollar
range4
of
fund shares owned
as
of April 30, 2008
|
Aggregate dollar range4
of
shares owned in all
funds in the American Funds
family
overseen by Director
as
of April 30, 2008
|
The Investment Company of America
(continued)
|
||||
“Interested”
Directors7
|
||||
James B.
Lovelace
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
Donald D.
O’Neal
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
R. Michael
Shanahan
|
None8
|
None8
|
Over
$100,000
|
Over
$100,000
|
1
|
An
“Independent” director refers to a director who is not an “interested
person” within the meaning of the 1940
Act.
|
2
|
Amounts may
be deferred by eligible directors and advisory board members 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. Compensation shown in this table for fiscal 2007 does not
include earnings on amounts deferred in previous fiscal years. See
footnote 5 for more information.
|
3
|
Capital
Research and Management Company manages the American Funds, consisting of
30 funds. Capital Research and Management Company also manages American
Funds Insurance Series, which is composed of 15 funds and serves as the
underlying investment vehicle for certain variable insurance contracts;
American Funds Target Date Retirement Series,SM
Inc., which is composed of nine funds and is available to investors in
tax-deferred retirement plans and IRAs; and Endowments, which is composed
of two funds and is available 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
applicable 2007 fiscal year for participating directors is as
follows:
|
|
|
Amounts
deferred and accumulated earnings thereon are not funded and are general
unsecured liabilities of the fund until paid to the
directors.
|
6
|
Ronald P.
Badie, Louise H. Bryson, Mary Jane Elmore, William D. Jones, and James J.
Postl are not currently directors; therefore, they did not receive any
compensation from the respective fund during its most recently completed
fiscal year.
|
7
|
An
“interested” director refers to a director who is an “interested person”
of the fund within the meaning of the 1940 Act 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.
|
9
|
Value as of
June 11, 2008.
|
Name
and
age
|
Fund
— current officer position with fund
(year first elected an officer)
|
Principal
occupation(s) during past
five
years and positions held with
affiliated
entities or the Principal
Underwriter
of the Fund
|
Hilda L.
Applbaum
47
|
AMBAL —
Senior Vice President (1999)
|
Senior Vice
President — Capital World Investors, Capital Research and Management
Company
|
David C.
Barclay
51
|
IFA —
President (1998)
|
Senior Vice
President — Fixed Income, Capital Research and Management Company;
Director, The Capital Group Companies, Inc.1
|
Jennifer M. Buchheim
34
|
AMBAL —
Treasurer (2005)
IFA —
Treasurer (2005)
|
Vice
President — Fund Business Management Group, Capital Research and
Management Company
|
Gordon
Crawford
61
|
GFA — Senior
Vice President (1992)
|
Senior Vice
President — Capital Research Global Investors, Capital Research and
Management Company; Director, The Capital Group Companies, Inc.1
|
Vincent P.
Corti
52
|
ICA —
Secretary (1994)
|
Vice
President — Fund Business Management Group, Capital Research and
Management Company
|
Abner D.
Goldstine
78
|
AMBAL —
Senior Vice President (1990)
IFA — Senior
Vice President (1993)
|
Senior Vice
President — Fixed Income, Capital Research and Management Company;
Director, Capital Research and Management Company
|
Joyce E.
Gordon
51
|
ICA — Senior
Vice President (1998)
|
Senior Vice
President — Capital Research Global Investors, Capital Research and
Management Company; Director, Capital Research and Management
Company
|
Paul G.
Haaga, Jr.
59
|
FI —
Executive Vice President (1994)
GFA —
Executive Vice President (1994)
ICA —
Executive Vice President (2007)
|
Vice Chairman
of the Board, Capital Research and Management Company; Senior Vice
President — Fixed Income, Capital Research and Management Company;
Director, The Capital Group Companies, Inc.1
|
Gregory D. Johnson
45
|
AMBAL —
President (2003)
|
Senior Vice
President — Capital World Investors, Capital Research and Management
Company
|
Michael T.
Kerr
48
|
FI — Senior
Vice President (1995)
GFA — Senior
Vice President (1998)
|
Senior Vice
President — Capital World Investors, Capital Research and Management
Company; Director, Capital Research and Management
Company
|
Dina N.
Perry
62
|
IFA — Senior
Vice President (1994)
|
Senior Vice
President — Capital World Investors, Capital Research and Management
Company; Director, Capital Research and Management
Company
|
Patrick F. Quan
49
|
AMBAL —
Secretary (1986)
FI —
Secretary (1989-1998, 2000)
GFA —
Secretary (1986-1998, 2000)
IFA —
Secretary (1986)
|
Vice
President — Fund Business Management Group, Capital Research and
Management Company
|
Jeffrey P. Regal
36
|
FI —
Treasurer (2006)
GFA —
Treasurer (2006)
|
Vice
President — Fund Business Management Group, Capital Research and
Management Company
|
Martin A.
Romo
40
|
FI — Senior
Vice President (1999)
|
Senior Vice
President — Capital World Investors, Capital Research Company1;
Director, Capital Research Company1;
Director, The Capital Group Companies, Inc.1
|
Paul F.
Roye
54
|
AMBAL —
Senior Vice President (2007)
IFA — Senior
Vice President (2007)
|
Senior Vice
President — Fund Business Management Group, Capital Research and
Management Company;
Director,
American Funds Service Company1;
former Director of Division of Investment Management, United States
Securities and Exchange Commission
|
John H.
Smet
51
|
AMBAL —
Senior Vice President (2000)
|
Senior Vice
President — Fixed Income, Capital Research and Management Company;
Director, American Funds Distributors, Inc.1
|
Carmelo Spinella
44
|
ICA —
Treasurer (2006)
|
Senior Vice
President — Fund Business Management Group, Capital Research and
Management Company;
Director,
American Funds Service Company1
|
Andrew B. Suzman
41
|
IFA — Senior
Vice President (2004)
|
Senior Vice
President — Capital World Investors, Capital Research Company1;
Director, Capital Research Company1
|
Bradley J. Vogt
43
|
GFA — Senior
Vice President (1999)
|
President and
Director, Capital Research Company1;
Senior Vice President — Capital World Investors, Capital Research
Company1;
Director, American Funds Distributors, Inc.1;
Director, Capital Group Research, Inc.1;
Director, Capital International Research, Inc.1;
Director, The Capital Group Companies, Inc.1
|
1
|
Company
affiliated with Capital Research and Management
Company.
|
Name
and age
(year
first elected)
|
Principal
occupation(s) during
past
five years
|
Number of
boards1 which
Advisory Board
Member serves
|
Other
directorships2
held
|
Thomas M.
Crosby, Jr.
69
(1995)
|
Partner,
Faegre & Benson (law firm)
|
0
|
None
|
Ellen H.
Goldberg
62
(1998)
|
Consultant;
Interim President, Santa Fe Institute (former President); Professor
Emeritus, University of New Mexico
|
0
|
None
|
William H.
Kling
65
(1985)
|
President and
CEO, American Public Media Group
|
7
|
Irwin
Financial Corporation
|
John C.
Mazziotta
58
(2007)
|
Chair,
Department of Neurology, UCLA; Associate Director, Semel Institute, UCLA;
Director, Brain Mapping Center, UCLA
|
0
|
None
|
Robert J.
O’Neill
71
(1988)
|
Member of the
Board of Directors, The Lowy Institute for International Policy Studies,
Sydney, Australia; former Planning Director and acting CEO, United States
Studies Centre, University of Sydney, Australia; former Deputy Chairman of
the Council and Chairman of the International Advisory Panel, Graduate
School of Government, University of Sydney, Australia; former Chairman of
the Council, Australian Strategic Policy Institute
|
2
|
None
|
William J.
Spencer
77
(2006)
|
Chairman
Emeritus and former Chairman of the Board and CEO, SEMATECH (research and
development consortium)
|
0
|
LECG
Corporation
|
Norman R.
Weldon
73
(1977)
|
Managing
Director, Partisan Management Group, Inc. (venture capital investor in
medical device companies); former Chairman of the Board, AtriCure, Inc.;
former Chairman of the Board, Novoste Corporation
|
0
|
None
|
1
|
Funds managed
by Capital Research and Management Company, including the American
Funds®;
American Funds Insurance Series®,
which is comprised of 15 funds and serves as the underlying investment
vehicle for certain variable insurance contracts; American Funds Target
Date Retirement Series,SM
Inc., which is composed of nine funds and is available to investors in
tax-deferred retirement plans and IRAs; and Endowments, which is composed
of two funds and is available to certain nonprofit
organizations.
|
2
|
This includes
all directorships (other than those of the American Funds or other funds
managed by Capital Research and Management Company) that are held by each
advisory board member as a director of a public company or registered
investment company.
|
AMBAL
|
FI
|
GFA
|
IFA
|
ICA
|
||||||
Billed
to the funds:
|
2006
|
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
2007
|
Audit
fees
|
$69,000
|
$73,000
|
$68,000
|
$72,000
|
$73,000
|
$77,000
|
$101,000
|
$108,000
|
$99,000
|
$102,000
|
Audit-related
fees1
|
15,000
|
16,000
|
9,000
|
10,000
|
32,000
|
71,000
|
18,000
|
27,000
|
none5
|
none5
|
Tax fees2
|
6,000
|
6,000
|
6,000
|
9,000
|
9,000
|
6,000
|
6,000
|
6,000
|
7,000
|
7,000
|
All other
fees
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
Billed to the investment
adviser and its affiliates3:
|
||||||||||
Audit-related
fees
|
$796,000
|
$916,000
|
$796,000
|
$916,000
|
$415,000
|
$1,011,000
|
$374,000
|
$850,000
|
none
|
none
|
Tax
fees
|
9,000
|
2,000
|
9,000
|
2,000
|
6,000
|
5,000
|
none
|
12,000
|
4,000
|
4,000
|
All other
fees4
|
none
|
none
|
none
|
none
|
9,000
|
none
|
21,000
|
none
|
none
|
none
|
1
|
Fees for
assurance and related services related to the examination of the fund’s
investment adviser conducted in accordance with the Statement of Auditing
Standards Number 70 issued by the American Institute of Certified Public
Accountants.
|
2
|
Fees for
professional services relating to the preparation of the fund’s tax
returns.
|
3
|
Includes only
fees for non-audit services billed to the adviser and its affiliates for
engagements that relate directly to the operations and financial reporting
of the fund and were subject to the pre-approval policies described
above.
|
4
|
Other fees
consist of consulting services related to the fund’s compliance
program.
|
5
|
PwC audits
ICA and did not provide audit-related services during the fiscal years
presented.
|
Paid by
fund
2006
|
Paid by
investment
adviser
2006
|
Total - 2006
|
Paid by
fund
2007
|
Paid by
investment
adviser
2007
|
Total - 2007
|
|
AMBAL
|
$21,000
|
$1,080,000
|
$1,101,000
|
$22,000
|
$1,204,000
|
$1,226,000
|
FI
|
15,000
|
1,081,000
|
1,096,000
|
19,000
|
1,205,000
|
1,224,000
|
GFA
|
41,000
|
714,000
|
755,000
|
77,000
|
1,286,000
|
1,363,000
|
IFA
|
24,000
|
802,000
|
826,000
|
33,000
|
1,130,000
|
1,163,000
|
ICA
|
7,000
|
14,000
|
21,000
|
7,000
|
4,000
|
11,000
|
Vincent P.
Corti
Secretary of
ICA
|
Patrick F.
Quan
Secretary of
AMBAL, FI, GFA and IFA
|
AMBAL
|
FI
|
GFA
|
IFA
|
ICA
|
|||||||
Name
and Address
|
Class
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Edward D.
Jones & Co.
Maryland
Heights, MO
|
A
B
|
383,526,726
22,007,387
|
19.31
7.97
|
232,719,260
5,624,552
|
24.49
14.16
|
417,757,205
16,362,707
|
15.69
7.29
|
932,491,448
36,702,211
|
27.23
14.52
|
436,713,846
14,811,241
|
19.98
12.27
|
Merrill
Lynch
Jacksonville,
FL
|
B
C
R-2
R-3
R-5
|
45,804,026
|
14.44
|
5,900,073
|
11.14
|
12,976,798
75,181,571
5,407,123
37,959,144
35,637,250
|
5.78
21.62
6.03
8.38
7.09
|
21,590,942
82,028,931
|
8.54
17.71
|
15,364,602
|
15.13
|
Citigroup
Global Markets, Inc.
New York,
NY
|
B
C
F
|
37,505,212
|
11.83
|
9,273,169
21,315,678
|
17.50
22.68
|
12,475,438
50,216,485
74,660,878
|
5.56
14.44
9.26
|
18,086,815
70,663,660
|
7.15
15.25
|
7,289,435
16,453,167
|
6.04
16.21
|
A G Edwards
& Sons, Inc.
Saint Louis,
MO
|
A
C
F
|
16,750,467
|
5.28
|
2,893,850
|
5.46
|
—
|
—
|
200,687,942
30,133,677
|
5.86
6.50
|
5,608,218
4,489,968
|
5.52
8.85
|
Charles Schwab
& Co., Inc.
San Francisco,
CA
|
F
R-4
R-5
|
7,751,973
6,808,614
|
10.78
6.53
|
6,293,175
2,229,702
|
6.70
8.06
|
94,683,211
47,302,876
33,445,696
|
11.75
8.31
6.65
|
14,669,394
|
8.95
|
4,875,800
|
9.61
|
Prudential
Investment Management Services
Newark,
NJ
|
F
|
3,865,170
|
5.38
|
—
|
—
|
—
|
—
|
8,482,821
|
5.17
|
—
|
—
|
Hartford Life
Insurance Co.
Hartford,
CT
|
R-1
R-3
|
2,007,352
13,854,495
|
32.91
7.96
|
315,429
|
18.39
|
6,447,916
22,722,659
|
40.74
5.01
|
1,931,227
6,732,098
|
39.39
10.98
|
762,681
3,989,836
|
36.70
12.40
|
John Hancock
Life Insurance Co.
Boston,
MA
|
R-3
|
26,629,743
|
15.29
|
—
|
—
|
28,419,341
|
6.27
|
—
|
—
|
5,618,981
|
17.47
|
ING Life
Insurance & Annuity
Hartford,
CT
|
R-3
|
21,181,142
|
12.16
|
—
|
—
|
32,589,782
|
7.19
|
9,347,147
|
15.25
|
—
|
—
|
Fidelity
Investments Institutional Operations Co.
Covington,
KY
|
R-4
R-5
|
16,104,490
|
23.88
|
2,659,261
3,341,875
|
9.62
11.95
|
59,465,238
85,498,417
|
10.45
17.01
|
—
|
—
|
—
|
—
|
McLeod
Health
Wilmington,
DE
|
R-5
|
3,607,292
|
5.35
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
UBS Financial
Services Inc.
Chicago,
IL
|
R-5
|
3,425,617
|
5.08
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
AMBAL
|
FI
|
GFA
|
IFA
|
ICA
|
|||||||
Name
and Address
|
Class
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Shares
Held
|
As
% of
shares
outstanding
|
Transamerica
Life Insurance
Los Angeles,
CA
|
R-3
|
—
|
—
|
2,795,742
|
8.51
|
—
|
—
|
—
|
—
|
—
|
—
|
Principal
Financial Group
Des Moines,
IA
|
R-4
|
—
|
—
|
2,187,510
|
7.91
|
—
|
—
|
2,556,964
|
7.30
|
731,489
|
5.42
|
Capital Group
Companies
Master
Retirement Plan
Los Angeles,
CA
|
R-5
|
—
|
—
|
1,933,614
|
6.91
|
—
|
—
|
—
|
—
|
—
|
—
|
Reed
Elsevier
Westwood,
MA
|
R-5
|
—
|
—
|
1,930,454
|
6.90
|
—
|
—
|
—
|
—
|
—
|
—
|
The Gates
Corporation
Chicago,
IL
|
R-5
|
—
|
—
|
1,709,416
|
6.11
|
—
|
—
|
—
|
—
|
—
|
—
|
Nationwide
Trust Company
Columbus,
OH
|
R-3
R-5
|
—
|
—
|
—
|
—
|
23,135,604
|
5.10
|
3,123,458
2,544,398
|
5.10
8.46
|
—
|
—
|
Intersil
Corporation
Baltimore,
MD
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
2,558,149
|
8.51
|
—
|
—
|
KLA-Tencor
Corporation
Lewisville,
TX
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
1,715,332
|
5.70
|
—
|
—
|
American Funds
2020 Target Date
Retirement
Fund
Los Angeles,
CA
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
1,667,795
|
5.55
|
—
|
—
|
Jackson
Clinic
Atlanta,
GA
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
1,530,843
|
5.09
|
—
|
—
|
Saxon &
Co.
Philadelphia, PA
|
R-4
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
889,608
|
6.59
|
Lockheed
Martin Corporation
Quincy,
MA
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
39,934,767
|
54.44
|
Mercer Trust
Company
Norwood,
MA
|
R-5
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
4,014,260
|
5.47
|
|
I.
COMMITTEE ORGANIZATION
|
|
II.
DUTIES AND RESPONSIBILITIES
|
(a)
|
Evaluate the
size and composition of the Board, and formulate policies and objectives
concerning the desired mix of independent director skills and
characteristics. In doing so, the Committee will take into account all
factors it considers relevant, including experience, demonstrated
capabilities, independence, commitment, reputation, background,
understanding of the investment business and understanding of business and
financial matters generally. Where feasible and appropriate, the Committee
will seek to enhance the diversity of Board membership. The Committee will
also consider Board member succession
issues.
|
(b)
|
Identify and
screen independent director candidates for appointment to the Board, and
submit final recommendations to the full Board for approval. If the Fund
has an Advisory Board, the Committee will perform a similar function in
relation to the Advisory Board.1
The Committee will, in identifying and screening candidates, adhere to the
policies and objectives it has previously formulated concerning
independent director skills and
characteristics.
|
(c)
|
Review
independent director (and, if applicable, Advisory Board member)
compensation at least every two years, and expense-reimbursement policies
as appropriate. The Committee will make recommendations on these matters
to the full Board.2
|
(d)
|
Review
materials, including information drawn from independent director
questionnaires, relating to positions, transactions and relationships that
could reasonably bear on the independence of directors or raise concerns
regarding potential conflicts of
interest.
|
(e)
|
Make
recommendations to the full Board concerning the appointment of
independent directors to the Board’s committees. The Committee may make
recommendations to the full Board concerning the appointment of the Chair
of each Board committee and periodic changes in those appointments and
designations.3
|
(f)
|
Periodically
consider the responsibilities of Board committees, the continuing need for
each committee, the possible need for additional committees, and the
desirability of combining or reorganizing committees, and make
recommendations to the full Board with respect to such
matters.
|
1
|
Committee
members are encouraged to be alert to potential candidates on an ongoing
basis, so that a pool of prospects is available for consideration when
needs arise. As part of the identification and screening process, the
Committee may consider candidates CRMC suggests, and may involve CRMC
representatives in screening candidates. However, the decision to approve
candidates for submission to the Board (or Advisory Board, if applicable)
will be made exclusively by the
Committee.
|
2
|
Director
compensation recommendations may take into account the size of the Fund,
the demands placed on the independent directors, the practices of other
mutual fund groups, the need to attract and retain qualified independent
directors, any relevant regulatory or judicial developments, and other
considerations deemed appropriate by the
Committee.
|
3
|
Recommendations
in this area will be made after consideration of all relevant factors,
including the desires and capacities of individual directors, and their
roles on the boards and board committees of other funds managed by CRMC.
Formal term limits for committee members or Chairs are not necessary, but
the Committee will periodically consider their terms of service and the
possible desirability of changes.
|
[logo
- American Funds®]
|
The right
choice for the long term®
|
|
III.
AUTHORITY AND RESOURCES
|
|
IV.
POLICIES AND PROCEDURES
|
(a)
|
Provide
oversight regarding the orientation of new independent directors.4
The Committee Chair will designate an experienced independent director to
assist, and be available to, each new independent director during his or
her first year of service on the
Board.
|
(b)
|
Consider, at
such times as the Committee may deem appropriate, whether the composition
of the Board, its committees (and, if applicable, the Fund’s Advisory
Board) reflect an appropriate blend of skills, backgrounds and experience,
in relation to the goal of maximizing their effectiveness. The Committee
may also consider as appropriate, Board member
attendance.
|
(c)
|
Periodically
review and reassess the adequacy of this Charter, and recommend to the
full Board any changes deemed
advisable.
|
4
|
It is
expected that orientation materials will be provided to each new director
and one or more orientation sessions arranged. These sessions should be
geared towards providing a working knowledge of the duties and obligations
of mutual fund directors and their role in overseeing mutual fund
investments and operations. Orientation sessions may be facilitated by or
include members of the Committee, representatives of CRMC and/or
independent legal counsel, as appropriate. New independent directors are
encouraged to participate in other educational opportunities, including
those provided by the Investment Company
Institute.
|
[logo
- American Funds®]
|
PROXY
CARD
|
VOTE VIA THE INTERNET: www.proxy-direct.com | |
|
VOTE VIA THE
TELEPHONE: 1-866-241-6192
|
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 Owners, if any
______________________________________________________________
Date AMF_18989_053008
|
FUNDS | FUNDS | FUNDS |
American Balanced Fund, Inc. | Fundamental Investors, Inc. | The Growth Fund of America, Inc. |
The Income Fund of America, Inc. | The Investment Company of America |
[Graphic of computer] | [Graphic of telephone] | [Graphic of envelope] | [Graphic of person walking] |
VOTE ON INTERNET | VOTE BY PHONE | VOTE BY MAIL | VOTE IN PERSON |
Log on to: | Call 1-866-241-6192 | Vote, sign and date this Proxy | Attend Shareholder Meeting |
www.proxy-direct.com | Follow the recorded | Card and return in the | 333 South Hope Street |
Follow the on-screen instructions | instructions | postage-paid envelope | 55th Floor |
available 24 hours | available 24 hours | on August 7, 2008 |
[logo
- American Funds®]
|
PROXY
CARD
|
VOTE VIA THE INTERNET: www.proxy-direct.com | |
|
VOTE VIA THE
TELEPHONE: 1-866-241-6192
|
/s/
Thomas J. Hamblin
CAPTAL BANK AND
TRUST
COMPANY AS
TRUSTEE
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 Owners, if any
______________________________________________________________
Date AMF_18989_053008
|
FUNDS | FUNDS | FUNDS |
American Balanced Fund, Inc. | Fundamental Investors, Inc. | The Growth Fund of America, Inc. |
The Income Fund of America, Inc. | The Investment Company of America |
[Graphic of computer] | [Graphic of telephone] | [Graphic of envelope] | [Graphic of person walking] |
VOTE ON INTERNET | VOTE BY PHONE | VOTE BY MAIL | VOTE IN PERSON |
Log on to: | Call 1-866-241-6192 | Vote, sign and date this Proxy | Attend Shareholder Meeting |
www.proxy-direct.com | Follow the recorded | Card and return in the | 333 South Hope Street |
Follow the on-screen instructions | instructions | postage-paid envelope | 55th Floor |
available 24 hours | available 24 hours | on August 7, 2008 |
1A. | Election of Directors for American Balanced Fund, Inc.: |
01
|
Ms.
Mary Jane Elmore
|
07
|
Mr.
Robert G. O'Donnell
|
FOR
|
WITHHOLD
|
FOR
ALL
|
|
02
|
Mr.
Robert A. Fox
|
08
|
Mr.
James J. Postl
|
ALL
|
ALL
|
EXCEPT
|
|
03
|
Ms.
Leonade D. Jones
|
09
|
Mr.
Henry E. Riggs
|
|
|
|
|
04
|
Mr.
William D. Jones
|
10
|
Mr.
Isaac Stein
|
o
|
o
|
o
|
|
05
|
Mr.
John M. Lillie
|
11
|
Dr.
Patricia K. Woolf
|
||||
06
|
Prof.
John G. McDonald
|
1B. | Election of Directors for Fundamental Investors, Inc.: |
01
|
Mr.
Ronald P. Badie
|
07
|
Prof.
John G. McDonald
|
FOR
|
WITHHOLD
|
FOR
ALL
|
|
02
|
Mr.
Joseph C. Berenato
|
08
|
Ms.
Gail L. Neale
|
ALL
|
ALL
|
EXCEPT
|
|
03
|
Ms.
Louise H. Bryson
|
09
|
Ms.
Dina N. Perry
|
|
|
|
|
04
|
Mr.
Robert J. Denison
|
10
|
Mr.
Henry E. Riggs
|
o
|
o
|
o
|
|
05
|
Mr.
Robert A. Fox
|
11
|
Mr.
James F. Rothenberg
|
||||
06
|
Ms.
Leonade D. Jones
|
12
|
Dr.
Patricia K. Woolf
|
1C. | Election of Directors for The Growth Fund of America, Inc.: |
01
|
Mr.
Ronald P. Badie
|
07
|
Prof.
John G. McDonald
|
FOR
|
WITHHOLD
|
FOR
ALL
|
|
02
|
Mr.
Joseph C. Berenato
|
08
|
Ms.
Gail L. Neale
|
ALL
|
ALL
|
EXCEPT
|
|
03
|
Ms.
Louise H. Bryson
|
09
|
Mr.
Donald D. O'Neal
|
|
|
|
|
04
|
Mr.
Robert J. Denison
|
10
|
Mr.
Henry E. Riggs
|
o
|
o
|
o
|
|
05
|
Mr.
Robert A. Fox
|
11
|
Mr.
James F. Rothenberg
|
||||
06
|
Ms.
Leonade D. Jones
|
12
|
Dr.
Patricia K. Woolf
|
1D. | Election of Directors for The Income Fund of America, Inc.: |
01
|
Ms.
Hilda L. Applbaum
|
07
|
Prof.
John G. McDonald
|
FOR
|
WITHHOLD
|
FOR
ALL
|
|
02
|
Ms.
Mary Jane Elmore
|
08
|
Mr.
James J. Postl
|
ALL
|
ALL
|
EXCEPT
|
|
03
|
Mr.
Robert A. Fox
|
09
|
Mr.
Henry E. Riggs
|
|
|
|
|
04
|
Ms.
Leonade D. Jones
|
10
|
Mr.
Isaac Stein
|
o
|
o
|
o
|
|
05
|
Mr.
William D. Jones
|
11
|
Dr.
Patricia K. Woolf
|
||||
06
|
Mr.
John M. Lillie
|
1E. | Election of Directors for The Investment Company of America: |
01
|
Ms.
Louise H. Bryson
|
08
|
Prof.
John G. McDonald
|
FOR
|
WITHHOLD
|
FOR
ALL
|
|
02
|
Ms.
Mary Anne Dolan
|
09
|
Ms.
Bailey Morris-Eck
|
ALL
|
ALL
|
EXCEPT
|
|
03
|
Mr.
Martin Fenton
|
10
|
Mr.
Richard G. Newman
|
|
|
|
|
04
|
Mr.
Leonard R. Fuller
|
11
|
Mr.
Donald D. O'Neal
|
o
|
o
|
o
|
|
05
|
Mr.
Claudio X. Gonzalez Laporte
|
12
|
Dr.
Olin C. Robison
|
||||
06
|
Mr. L.
Daniel Jorndt
|
13
|
Mr. R.
Michael Shanahan
|
||||
07
|
Mr.
James B. Lovelace
|