UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / CHECK THE APPROPRIATE BOX: / / Preliminary

Proxy Statement ~~/X / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material~~ Pursuant to ~~Rule 14a-11(c) or Rule 14a-12 / / Confidential, for use~~Section 14(a) of the ~~Commission only (Rule 14a-6(e)(2))~~ Securities

Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]	Preliminary Proxy Statement
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[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to §240.14a-12

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American Balanced Fund, Inc. Fundamental Investors, Inc. The Growth Fund of America, Inc. The Income Fund of America, Inc The Investment Company of America
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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	4)	Proposed maximum aggregate value of transaction:
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[logo - American Funds®]	The right choice for the long term®

American Balanced Fund®

Fundamental InvestorsSM

The Growth Fund of America®

The Income Fund of America ~~Inc. (Name~~®

The Investment Company of Registrant as Specified In Its Charter) Patrick F. Quan (Name of Person(s) Filing Proxy Statement) 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 filling 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 of 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: THE INCOME FUND OF AMERICA, INC. One Market, Steuart Tower, San Francisco, California 94105 ------------------------ Fellow Shareholders: We are writing to inform you of the upcoming meeting of the shareholders of The Income Fund of America Inc. (the "Fund") to be held at the offices of the Fund, One Market, Steuart Tower (Suite 1800), San Francisco, California, on Wednesday, December 1, 1999 at 3:00 p.m., local time (the "Meeting"). At this meeting, you are®

Questions & Answers

Q. Why am I being asked to vote on important proposals affecting the Fund. THE BOARD OF DIRECTORS OF THE FUND BELIEVES THAT THESE PROPOSALS ARE IN THE BEST INTERESTS OF THE FUND AND ITS SHAREHOLDERS, AND RECOMMENDS THAT YOU APPROVE ALL PROPOSALS PRESENTED FOR YOUR CONSIDERATION. At the Meeting, you will be askedvote?

A. Mutual funds are required to vote on: 1. The election of a Board of 10 Directors (Proposal 1). 2. A proposal to amend the Fund's Articles of Incorporation authorizing the Board of Directors to create new classes and series of capital stock (Proposal 2). 3. A proposal to amend the Fund's Articles of Incorporation reducing the par value per share of the Fund's capital stock from $1.00 to $0.001 in order to reduce certain costs (Proposal 3). 4. A proposal to eliminate or revise certain of the Fund's investment restrictions (Proposal 4). 5. The ratification of the selection, by the Board of Directors, of Deloitte & Touche LLP as independent accountant for the Fund for the fiscal year 2000 (Proposal 5). 6. Any other business that may come before the Meeting (we are not currently aware of any other items to be considered). Some key points about Proposals 2, 3 and 4 are described below. The proposals are described in more detail in the full text of the Proxy Statement which you should read before you vote. ABOUT PROPOSAL 2: In Proposal 2, we are asking you to approve amendments to the Fund's Articles of Incorporation to authorize the Board of Directors to [06-IFA] create new classes and series of capital stock. The Board believes that the ability to create additional classes of shares will provide investors with greater choice in distribution arrangements and maintain the Fund's competitive position in relation to other funds with similar arrangements. Any new class of shares would share pro rata (based on net asset value) in the Fund's investment portfolio and income and in the Fund's expenses, except for differences in expenses resulting from different distribution arrangements and possibly other class-specific expenses. THE INTRODUCTION OF A NEW CLASS OF SHARES WOULD NOT LEAD TO AN INCREASE IN EXPENSES PAID BY HOLDERS OF EXISTING SHARES, OR A REDUCTION IN EARNINGS ON EXISTING SHARES. ABOUT PROPOSAL 3: In Proposal 3, we are asking you to approve an amendment to the Fund's Articles of Incorporation reducing the par value per share of the Fund's capital stock. When the Fund increases its authorized capital stock, it must pay a fee to Maryland, its state of incorporation, based on the aggregate par value of the new shares. Therefore, a reduced par value per share will reduce the amount the Fund pays in fees for the registration of its shares. THE LOWER PAR VALUE WILL HAVE NO EFFECT ON THE VALUE OF YOUR SHARES. ABOUT PROPOSAL 4: Because the Fund was formed a number of years ago, it is subject to a number of investment restrictions that do not reflect current conditions, practices or legal requirements. In one case a restriction, although described as "fundamental" because it requiresobtain shareholder approval to modify, was originally adopted in response to state regulation that no longer applies to the Fund. In other cases, we believe the language of the restrictions should be modified to reflect current standards. We are also requesting that one restriction be reclassified as non-fundamental, requiring only Board approval to change. You may vote for any or all of the changes that are the subject of Proposal 4 by so indicating on your Proxy card. THIS PROPOSAL WILL NOT AFFECT THE FUND'S INVESTMENT OBJECTIVE, WHICH REMAINS UNCHANGED. MOREOVER, THE BOARD DOES NOT ANTICIPATE THAT THE CHANGES, INDIVIDUALLY OR IN THE AGGREGATE, WILL INCREASE TO A MATERIAL DEGREE THE LEVEL OF INVESTMENT RISK ASSOCIATED WITH AN INVESTMENT IN THE FUND. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO APPROVE THESE PROPOSALS. * * * We are sure that you, like most people, lead a busy life and are tempted to put this Proxy aside for another day. Please don't delay. When shareholders do not return their proxies, the Fund incurs additional expenses to pay for follow-up mailings and telephone calls. PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY STATEMENT AND SIGN AND RETURN THE ENCLOSED PROXY CARD TODAY. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT. Please be sure to sign and return each Proxy card regardless of how many you receive. If you have any questions regarding the issues to be voted on or need assistance in completing your Proxy card, please contact us at (800) 421-0180. Thank you for investing with us and for your continuing support. Sincerely, [SIG] Walter P. Stern CHAIRMAN OF THE BOARD THE INCOME FUND OF AMERICA, INC. --------------------- NOTICE OF MEETING OF SHAREHOLDERS DECEMBER 1, 1999 ------------------------ TO THE SHAREHOLDERS OF THE INCOME FUND OF AMERICA, INC.: A Meeting of Shareholders of The Income Fund of America, Inc. (the "Fund") will be held at the offices of the Fund, One Market, Steuart Tower (Suite 1800), San Francisco, California, on Wednesday, December 1, 1999 at 3:00 p.m., local time, to consider and vote on the followingcertain significant matters, described under the corresponding numbers in the accompanying Proxy Statement: (1) election of a Board of 10 Directors; (2) approval of amendment to the Fund's Articles of Incorporation authorizing the Board of Directors to create new classes and series of shares of capital stock; (3) approval of amendment to the Fund's Articles of Incorporation reducing the par value per share of the Fund's capital stock from $1.00 to $0.001; (4) approval of the elimination or revision of certain of the Fund's fundamental investment policies; (5) ratification of the selection of Deloitte & Touche LLP as independent accountant for the Fund for the fiscal year 2000; (6) such other matters as may properly come before the meeting. You are entitled to vote at the meeting if you held shares of the Fund at the close of business on September 15, 1999. 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, DATE, SIGN AND RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS REVOCABLE, AND YOUR SIGNING WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING. By Order of the Board of Directors, PATRICK F. QUAN SECRETARY October 11, 1999 IMPORTANT YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT. THE INCOME FUND OF AMERICA, INC. One Market, Steuart Tower, San Francisco, California -------------------------- PROXY STATEMENT MEETING OF SHAREHOLDERS DECEMBER 1, 1999 --------------------- The enclosed Proxy is solicited by the Board of Directors of the Fund in connection with the Meeting of Shareholders to be held on Wednesday, December 1, 1999. Every Proxy returned in time to be voted at the meeting will be voted and, if you specify how to vote on any proposal, the Proxy will be voted accordingly. Unless you specify otherwise, the Proxy will be voted in favor of the proposal. You can revoke a Proxy prior to its exercise, either by filing with the Fund a written notice of revocation, by delivering a duly executed Proxy bearing a later date, or by attending the meeting and voting in person. This Proxy was first mailed to shareholders on or about October 11, 1999. At the close of business on September 15, 1999, the record date fixed by the Board of Directors for the determination of shareholders entitled to notice of and to vote at the meeting, there were outstanding 1,303,579,963 shares of capital stock, $1.00 par value per share, the only authorized class of voting securities of the Fund (the "Shares"). Each Share is entitled to one vote. There is no provision for cumulative voting. 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 toincluding the election of ~~directors (Item 1), the 10 nominees receiving the highest number~~directors. As a shareholder of votes will be elected. The vote required to approve Items 2 and 3 is the affirmative vote of more than 50% of all outstanding voting Shares on the record date. The vote required to approve Item 4 is the affirmative vote of the lesser of (a) 67% or more of all Shares present in person or by proxy, provided the holders of more than 50% of all outstanding voting Shares are present or represented by proxy, or (b) more than 50% of all outstanding voting Shares on the record date. The vote required to approve Item 5 is the affirmative vote of a majority of Shares present or represented by proxy. If sufficient votes are not received by the meeting date, a person named as proxy may propose one or more adjournments of the meeting for up to 120 days in the aggregate to permit further solicitation of Proxies. The persons named as proxies may vote all Proxies in favor of 1 such adjournment. Signed but unmarked Proxies will be voted for the directors nominated below and in favor of all proposals. Shareholders who return Proxies marked as abstaining from voting on one or more 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). If brokers holding Shares for their customers in Street Name have not received instructions and are not authorized to vote without instruction, those Shares also will be treated as abstentions. 1. ELECTION OF DIRECTORS Ten directors are to be elected at the meeting, each to hold office until the next meeting of shareholders at which directors are to be elected and until a successor is elected and qualified. Because we do not expect meetings of shareholders to be held each year, the directors' terms will be indefinite in length. All of the nominees for director except Janet A. McKinley and James K. Peterson were elected by shareholders at the last shareholders meeting on December 14, 1993. Ms. McKinley was elected by the directors effective December 12, 1997. The Board of Directors nominated Mr. Peterson on August 12, 1999 for election by the shareholders at this meeting. Each of the nominees has agreed to serve as director if elected. If, due to presently unforeseen circumstances, any nominee is not available for election, the persons named as proxies will vote the signed but unmarked Proxies and those marked for the nominated directors for such other nominee as the present directors may recommend. The table below sets forth certain information regarding the nominees. 2

4 - ------------------------------ * Is considered an interested person of the Fund within the meaning of the Investment Company Act of 1940 (the "1940 Act"), on the basis of his affiliation with Capital Research and Management Company (the "Investment Adviser"). The Investment Adviser is a wholly owned subsidiary of The Capital Group Companies, Inc. + Includes Shares beneficially held under a master retirement plan. Capital Research and Management Company manages The American Funds Group consisting of 29 funds: AMCAP Fund, Inc., American Balanced Fund, Inc., American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management Trust of America, Capital Income Builder, Inc., Capital World Growth and Income Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., ~~Intermediate Bond Fund of America,~~and/or The Investment Company of America, ~~Limited Term Tax-Exempt Bond~~you are being asked to vote to elect nominees to serve as directors of your funds.

Your boards recommend that you vote FOR the election of each nominee.

Q. How do I vote?

A. You can vote by mail, Internet, telephone, or attending the meeting in person, as indicated on the enclosed proxy card. You can help reduce shareholder costs by voting promptly. Your vote is important, regardless of the number of shares you own. Please take a few minutes to read the enclosed material and vote your shares.

Q. I am not invested in all of the funds listed above. Am I being asked to vote for the boards of five funds?

A. The proxy card indicates the funds you own. You will only be allowed to vote for the nominees proposed for your funds.

Q. Whom should I call for further information?

A. Please call either your financial adviser or shareholder services toll free at 800/421-0180.

Please don’t hesitate. Vote your shares today. By voting promptly, you will help reduce costs—which are paid for by the funds—and will avoid receiving follow-up telephone calls or mailings. Voting by telephone or via the Internet lowers the costs even further.

American Balanced Fund (“AMBAL”)

Fundamental Investors (“FI”)

The Growth Fund of America (“GFA”)

The ~~New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond~~Income Fund of America (“IFA”)

The Investment Company of America (“ICA”)

Notice of meeting of shareholders

August 7, 2008

To the shareholders:

Notice is given that a meeting of shareholders (the “meeting”) of the funds listed above (each a “fund” and, collectively, “the funds”) will be held on Thursday, August 7, 2008, at the offices of the Capital Group Companies, Inc., 333 South Hope Street, 55th Floor, Los Angeles, California, at 9:00 a.m., Pacific time, and at any adjournment or adjournments thereof, for the following purposes:

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.

The ~~Tax-Exempt~~proposed business cannot be conducted for a fund at the meeting unless the required quorum of shares on June 9, 2008 (the “record date”) are present in person or by proxy. Therefore, please mark, sign, date and return the enclosed proxy card(s) or cast your vote by telephone or via the Internet as soon as possible. You may revoke your proxy at any time before its use. If you owned shares in more than one class on June 9, 2008, you may receive more than one proxy card. Please be certain to vote each proxy card you receive.

Only shareholders of record at the close of business on June 9, 2008 are entitled to notice of and to vote at the meeting and any adjournment or adjournments thereof.

By order of the Boards of Directors,

Vincent P. Corti

Secretary of ICA

Patrick F. Quan

Secretary of AMBAL, FI, GFA and IFA

June 26, 2008

Important

You can help your fund(s) avoid the expense of further proxy solicitation by promptly voting your shares using one of three convenient methods: (a) by calling the toll-free number as described in the enclosed insert; (b) by accessing the Internet website as described in the enclosed insert; or (c) by signing, dating and returning the proxy card(s) in the enclosed postage-paid envelope.

American Balanced Fund ~~of California,~~ (“AMBAL”)

Fundamental Investors (“FI”)

The ~~Tax-Exempt Fund of Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt Money~~Growth Fund of America (“GFA”)

The ~~U.S. Treasury Money~~Income Fund of America ~~U.S. Government Securities~~(“IFA”)

One Market, Steuart Tower, Suite 1800, San Francisco, California 94105

The Investment Company of America (“ICA”)

333 South Hope Street, Los Angeles, California 90071

Joint Proxy Statement

Meeting of shareholders

August 7, 2008

The enclosed proxy is solicited by the board of directors (the “board” and, collectively, “the boards”) of each fund listed above (each a “fund” and, collectively, “the funds”) in connection with the meeting of shareholders (the “meeting”) to be held for the funds on Thursday, August 7, 2008, at the offices of the Capital Group Companies, Inc., 333 South Hope Street, 55th Floor, Los Angeles, California, at 9:00 a.m., Pacific time, and at any adjournment or adjournments thereof. Shareholders of record at the close of business on June 9, 2008 (the “record date”) are entitled to vote on a proposal to elect 11 directors for AMBAL and IFA, 12 directors for FI and GFA, and 13 directors for ICA (each, a “director” and, collectively, the “directors”) for their respective fund. The boards know of no other business to be presented for consideration at the meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. This proxy statement and related proxy card(s) were first mailed on or about June 26, 2008.

If you complete, sign and mail the enclosed proxy card(s) in the postage-paid envelope provided or record your vote(s) by telephone or via the Internet before August 7, 2008 at 9:00 a.m. Pacific time, your shares will be voted exactly as you instruct. If you sign the proxy card, without otherwise completing it, your shares will be voted “for” the directors of your fund nominated below. Your vote(s) can be revoked at any time before being exercised, either by filing with your fund a written notice of revocation; by delivering a duly executed proxy card, or a telephone or Internet vote, bearing a later date; or by attending the meeting and voting in person. All shares that are voted and votes to “withhold” are counted in determining the presence of a quorum.

A quorum of shareholders is required to take action at the meeting. For AMBAL and FI, a quorum is one-third of shares entitled to vote at the meeting. For GFA, ICA and IFA, a quorum is a majority of shares entitled to vote at the meeting. If a quorum is not present in person or by proxy 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 will vote all proxies in favor of such adjournment. With respect to the election of directors, assuming a quorum is present at the meeting, the 11 nominees for AMBAL and IFA, the 12 nominees for FI and GFA, and the 13 nominees for ICA, receiving the highest number of votes will be elected.

Broker-dealer firms holding shares in “street name” will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in a broker-dealer firm’s proxy solicitation materials, the fund understands that the broker-dealer may vote on Proposal 1, Election of Directors, on behalf of its customers and beneficial owners. Certain broker-dealers may exercise discretion over shares held in your name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions. As to the shares over which broker-dealers have discretionary voting power, the shares that represent “broker non-votes” (i.e., shares held by brokers or nominees as to which i) instructions have not been received from the beneficial owners or persons entitled to vote and ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares reflecting an abstention on any item will all be counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists.

Each fund is a fully managed, diversified, open-end investment company that issues multiple classes of shares with each share class representing an interest in a shared investment portfolio of securities. While each class has its own sales charge and expense structure (please refer to the fund prospectus for more information), shares of all classes of a fund vote together on matters that affect all classes in substantially the same manner. There is no provision for cumulative voting and the number of votes to which each class is entitled is equal to the number of outstanding shares of the class. On the record date, the number of shares issued and outstanding for the various classes of shares for each fund was as follows:



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

Please note that 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 shareholders, including the right to vote any proxies relating to fund shares. Class 529 shares are voted by the Virginia College Savings Plan, an independent agency of the Commonwealth of Virginia.

Attached as Appendix A is a table that identifies for each fund those investors who own of record, or are known to own, beneficially 5% or more of any class of shares as of April 30, 2008, the number of shares so owned, and those shares as a percentage of all shares outstanding within the class.

Proposal 1: Election of Directors

American Balanced Fund and ~~Washington Mutual Investors~~The Income Fund ~~Inc. Capital Research~~of America: 11 directors are proposed to be elected, each to hold office until he or she resigns or a successor is elected and Management Company also manages American Variable Insurance Series and Anchor Pathway Fund which serve as the underlying investment vehicles for certain variable insurance contracts and Endowments, whose shareholders are limited to (i) any entity exempt from taxation under Section 501(c)(3)qualified. Each of the ~~Internal Revenue Code~~nominees was elected by shareholders at a meeting of 1986, as amended ("501(c)(3) organization"), (ii) any trust, the present or future beneficiary of which is a 501(c)(3) organization, and (iii) any other entity formed for the primary purpose of benefiting a 501(c)(3) organization. An affiliate of Capital Research and Management Company, Capital International, Inc., manages Emerging Markets Growth Fund, Inc. The Board has an Audit Committee composed of Robert A. Fox, Robertashareholders held in December 1999, except Hilda L. Hazard, Leonade D. Jones and John G. McDonald. The Committee's functions include such matters as recommending the independent accountant to the Board of Directors, reviewing the audit plan and results of the audits and considering other matters deemed appropriate for consideration by the Board of Directors and/or the Committee. The Board has a Nominating Committee composed of Robert A. Fox, LeonadeApplbaum, Mary Jane Elmore, William D. Jones, John ~~G. McDonald~~M. Lillie, James J. Postl and ~~Patricia K. Woolf.~~Isaac Stein. The ~~Committee's functions include selecting~~boards of directors appointed Mrs. Applbaum (for IFA) in December 2005, Mr. Lillie in August 2003, Mr. Postl (for AMBAL) in May 2007, and ~~recommending~~Mr. Stein in February 2004. Mrs. Elmore and Messrs. Jones and Postl (for IFA), are newly nominated for election at this meeting.

Fundamental Investors and The Growth Fund of America: 12 directors are proposed to be elected, each to hold office until he or she resigns or a successor is elected and qualified. Each of the nominees was elected by shareholders at a meeting of shareholders held in February 1998 for FI and October 1999 for GFA, except Ronald P. Badie, Joseph C. Berenato, Louise H. Bryson, Robert J. Denison, Dina N. Perry and Donald D. O’Neal. The boards of directors appointed Mr. Berenato in December 2003, Mr. Denison in February 2005, Mrs. Perry (for FI) in February 2004, and Mr. O’Neal (for GFA) in February 2004. Mr. Badie and Mrs. Bryson are newly nominated for election at this meeting.

The Investment Company of America: 13 directors are proposed to be elected, each to hold office until the next annual meeting or until he or she resigns or a successor is elected and qualified. Each of the nominees was elected by shareholders at their last annual meeting in August 2007.

Each of the following nominees has agreed to serve as a director if elected. Should any unforeseen event prevent one or more of the nominees from serving as director, your vote(s) will be cast “for” the election of such person or persons as the board of directors shall recommend to replace the former nominee (unless you have elected to withhold authority as to the election of any nominee).

The boards of AMBAL and IFA recommend that shareholders vote “for” each of the following 11 nominees for the shareholder’s respective fund(s). Proxies will be voted “for” the election of the 11 nominees for each fund, unless otherwise specified.

Board of Directors

American Balanced Fund and The Income Fund of America


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
Name and age	Position with the Funds	AMBAL	IFA	Principal occupation(s) during past five years		Other directorships4 held by Director
“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

American Balanced Fund and The Income Fund of America


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
Name and age	Position with the Funds	AMBAL	IFA	Principal occupation(s) during past five years		Other directorships4 held by Director
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

The boards of FI and GFA recommend that shareholders vote “for” each of the following 12 nominees for the shareholder’s respective fund(s). Proxies will be voted “for” the election ~~as directors~~ of the ~~Fund.~~12 nominees for each fund, unless otherwise specified.

Fundamental Investors and The Growth Fund of America


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
Name and age	Position with the Funds	FI	GFA	Principal occupation(s) during past five years		Other directorships4 held by Director
“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.

Fundamental Investors and The Growth Fund of America


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
Name and age	Position with the Funds	FI	GFA	Principal occupation(s) during past five years		Other directorships4 held by Director
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

The board of ICA recommends that ICA shareholders vote “for” each of the following 13 nominees. Proxies will be voted “for” the election of the 13 nominees, unless otherwise specified.

The Investment Company of America


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

The Investment Company of America


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

The Investment Company of America


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”).

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.

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.

Correspondence intended for directors or nominees may be sent to 333 South Hope Street, 55th Floor, Los Angeles, California 90071, Attention: Secretary of the fund.

Board and committee membership

Each board has also organized the following standing committees, each of which holds separate meetings. The principal functions of each committee are summarized below. During the 2007 fiscal years none of the board members serving on a committee(s) for a fund was an “interested person” of that fund within the meaning of the 1940 Act.

Each fund has an audit committee comprised of certain independent directors. The audit committee provides oversight regarding 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 audit committee acts as a liaison between the fund’s independent registered public accounting firm and its full board of directors.

Each fund has a contracts committee or governance and contracts committee (the “contracts committee”) comprised of all of the board’s independent directors. The contracts committee’s principal 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, Principal Underwriting Agreement, Administrative Services Agreement and Plans of Distribution under rule 12b-1 adopted under the 1940 Act, that the fund may enter into, renew or continue, and to make recommendations to the fund’s full board of directors on these matters.

Each fund has a nominating committee or nominating and governance committee (the “nominating committee”) comprised of certain independent directors. The nominating committee operates under a written charter that is attached as Appendix B. The nominating 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 nominating committee also evaluates, selects and nominates independent director and advisory board member candidates (only ICA currently has an advisory board) to the full board of directors. While the ~~Committee~~nominating committee normally is able to identify from its own and other 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~~made in writing to the ~~Nominating Committee~~nominating committee of the ~~Fund, c/o~~fund, addressed to the ~~Fund's Secretary,~~fund’s secretary, and ~~must be~~ accompanied by complete biographical and occupational data onof the prospective nominee, along with a written consent of the prospective nominee tofor consideration of his or her name by the ~~Committee. See~~nominating committee (see also ~~"Shareholder Proposals." The Board~~“Shareholder proposals”).

Each fund has a ~~Contracts Committee composed~~proxy committee comprised of ~~all directors who are not considered to be "interested persons" of the Fund within the meaning of the 1940 Act.~~certain independent directors. The ~~Contracts Committee's functions are to 5~~ request, review and consider the information deemed necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of Distribution under rule 12b-1 that the Fund proposes to 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 composed of Leonade D. Jones, John G. McDonald, Henry E. Riggs and Patricia K. Woolf. The Committee'sproxy committee’s functions include establishing and reviewing procedures and policies for voting ~~portfolio~~ proxies of companies held in the ~~Fund~~fund’s portfolio, making determinations with regard to certain contested proxy voting issues, and discussing related current issues.

Committee Memberships1

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

Fox, L. Jones, Lillie, Postl, Stein

All independent directors

Lillie, McDonald, Riggs, Woolf

Fox, L. Jones, McDonald, Stein, Woolf

FI3

12/31/07

Berenato, Denison, Fox, L. Jones

All independent directors

Berenato, McDonald, Neale, Woolf

Fox, L. Jones, McDonald, Neale, Woolf

GFA4

8/31/07

Berenato, Denison, Fox, L. Jones

All independent directors

Berenato, McDonald, Neale, Woolf

Fox, L. Jones, McDonald, Neale, Woolf

IFA3

7/31/07

Fox, L. Jones, Lillie, Postl, Stein

All independent directors

Lillie, McDonald, Riggs, Woolf

Fox, L. Jones, McDonald, Stein, Woolf

ICA5

12/31/07

Bryson, Dolan, Fenton, Fuller, Gonzalez, Jorndt, McDonald, Morris-Eck, Newman, Robison

All independent directors

Bryson, Dolan, McDonald, Robison

Fuller, McDonald, Newman

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.

Director compensation

No compensation is paid by the fund to any officer or director who is a ~~fee of $18,000 per annum plus $1,000 for each Board of Directors meeting attended and $500 for each meeting attended as a member of a committee~~director, officer or employee of the ~~Board~~investment adviser or its affiliates. The boards of ~~Directors. Members of~~funds advised by the ~~Proxy Committee receive an annual retainer fee of $4,000 from the Fund if they serve as a member of three other proxy committees,~~investment adviser typically meet either individually or $5,500 if they serve as a member of one other proxy committee, meeting jointly. There were four Board of Directors, two Audit Committee, three Nominating Committee, two Contracts Committee, and four Proxy Committee meetings during the year ended July 31, 1999. All incumbent directors attended at least 90% of all Board meetings and meetings of the committees of which they were members. 6 ~~The Fund pays no salaries or other compensation to its directors other than directors fees, which are paid to those directors who are unaffiliated~~jointly with the ~~Investment Adviser as described below. DIRECTOR COMPENSATION~~

- ------------------------------ (1) 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 returnboards of one or more other such funds inwith substantially overlapping board membership (in each case referred to as a “board cluster”). The ~~American Funds Group as designated~~fund typically pays each independent director an annual fee, which ranges from $16,500 to $35,000 (each for AMBAL, FI, GFA and IFA) and $50,000 to $87,000 for ICA, based primarily on the total number of board clusters on which that independent director serves.

In addition, the fund generally pays independent directors attendance and other fees for meetings of the board and its committees. Board and committee chairs receive additional fees for their services.

Independent directors also receive attendance fees for certain special joint meetings and information sessions with directors and trustees of other funds advised by the ~~director. (2) Includes~~investment adviser. The fund and the other funds served by each independent director pay equal portions of these attendance fees.

The nominating committee typically reviews director compensation annually and recommends adjustments periodically. In making its recommendations, the nominating committee considers a number of factors, including operational, regulatory and other developments affecting the complexity of the board’s oversight obligations, as well as comparative industry data.

No pension or retirement benefits are accrued as part of the fund’s expenses. Independent directors may elect, on a voluntary basis, to defer all or a portion of their fees through a deferred compensation plan in effect for the fund. The fund also reimburses certain expenses of its independent directors.

Compensation and Fund Ownership

The following tables set forth for each nominee the total compensation paid to him or her by the fund and by all funds managed by ~~Capital Research and Management Company and affiliates. (3) James K. Peterson has been nominated~~the investment adviser or its affiliates he or she oversees as a director, during fiscal year 2007, as well as the value of his or her holdings in each fund and in all of the ~~Fund and had not received any remuneration from the Fund~~American Funds he or she oversees as a director, as of ~~its 7/31/99 fiscal year end. (4) Since~~April 30, 2008. The nominees for election as directors and the ~~deferred compensation plan's adoption~~officers of each fund owned, in ~~1993, the total amount~~aggregate, less than 1% of deferred compensation accrued by the Fund (plus earnings thereon) as of the fiscal year ended July 31, 1999 for participating directors is as follows: Robert A. Fox ($259,212), Leonade D. Jones ($82,532), John G. McDonald ($149,715) and Henry E. Riggs ($171,571). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the Fund until paid to the director. (5) Janet A. McKinley, James W. Ratzlaff and Walter P. Stern are affiliated with the Fund's Investment Adviser and, therefore, receive no remuneration from the Fund. 7 ~~OTHER EXECUTIVE OFFICERS~~ each fund’s outstanding shares.

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 OFFICER (POSITION WITH FUND) CONTINUOUSLY AND AGE PRINCIPAL OCCUPATION (1) SINCE (2) - ------------------------------- ------------------------------------------------ --------------- ~~Stephen E. Bepler Senior Vice President, 1993 (Senior Vice President)~~

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.

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.

Capital Research and Management Company ~~57 Abner D. Goldstine Senior Vice President and Director, 1993 (Senior Vice President)~~manages the American Funds, consisting of 30 funds. Capital Research and Management Company ~~69 Paul G. Haaga, Jr.~~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:

AMBAL: Robert A. Fox ($636,161), Leonade D. Jones ($122,155), John G. McDonald ($487,925), Henry E. Riggs ($390,613) and Patricia K. Woolf ($265,428)

FI: Joseph C. Berenato ($93,340), Robert J. Denison ($175,855), Robert A. Fox ($456, 883), Leonade D. Jones ($95,717), John G. McDonald ($383,314), Henry E. Riggs ($554,257), Patricia K. Woolf ($311,820)

GFA: Joseph C. Berenato ($106,517), Robert J. Denison ($162,716), Robert A. Fox ($798,328), Leonade D. Jones ($255,944), John G. McDonald ($578,316), Henry E. Riggs ($635,316), Patricia K. Woolf ($299,669)

IFA: Robert A. Fox ($1,117,832), Leonade D. Jones ($181,591), John G. McDonald ($622,428), Henry E. Riggs ($617,253), Patricia K. Woolf ($291,070)

ICA: Louise H. Bryson ($822,924), Martin Fenton ($272,530), Leonard R. Fuller ($11,820), Claudio X. Gonzalez Laporte ($696,020), L. Daniel Jorndt ($166,101), John G. McDonald ($1,639,880), and Olin C. Robison ($849,255)

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.

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.

Other Executive Officers

Following are the other executive officers of each fund as of the date of this proxy statement. Each officer listed was elected and each will hold office until his or her resignation or until a successor is duly elected and qualified.


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 ~~Director, 1994 (Senior~~Management Company
David C. Barclay 51	IFA — President (1998)	Senior Vice ~~President)~~President — Fixed Income, Capital Research and Management Company; 50 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. ~~Dina N. Perry~~ 1
Carmelo Spinella 44	ICA — Treasurer (2006)	Senior Vice President ~~1994 (Senior Vice President)~~— Fund Business Management Group, Capital Research and Management Company; Director, American Funds Service Company ~~53 Hilda L. Applbaum Vice President, 1998 (Vice President) Capital Research Company 38 David C. Barclay~~1
Andrew B. Suzman 41	IFA — Senior Vice President ~~1998 (Vice President)~~(2004)	Senior Vice President — Capital World Investors, Capital Research Company ~~43 Darcy B. Kopcho Executive Vice President, 1997 (Vice President) Capital Research Company 45 John H. Smet~~1; Director, Capital Research ~~Company; 1994 (Vice President)~~Company1
Bradley J. Vogt 43	GFA — Senior Vice President (1999)	President and Director, Capital Research ~~and 43 Management~~ Company ~~Patrick F. Quan~~1; Senior Vice President ~~- Fund Business Management~~— Capital World Investors, Capital Research Company1; Director, American Funds Distributors, Inc.1; Director, Capital Group ~~1986 (Secretary)~~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 41 Anthony W. Hynes, Jr. Vice President - Fund Business Management Group, 1998 (Treasurer) Capital Research and Management Company 36~~ Company.

- ------------------------------ (1) The occupations shown reflect the principal employment of each individual during the past five years. (2) Officers hold office until their respective successors are elected, or until they resign or are removed.

No officer, director or employee of the ~~Investment Adviser~~investment adviser receives any remuneration from the ~~Fund.~~fund. All ~~directors and officers as a group 8~~ ~~owned beneficially fewer than 1%~~ of the ~~Shares outstanding on September 15, 1999. 2. APPROVAL OF AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION (SHARE CLASSIFICATION) On August 12, 1999, the Fund's Board~~executive officers listed are officers and/or directors/trustees of Directors approved an amendment to the Fund's Articles of Incorporation to give the Fund's Board of Directors the power to classify the Fund's shares into classes and series. The Board of Directors voted to submit the amendment to the Fund's shareholders with the Board's recommendation that it be approved. The full textone or more of the ~~proposed amendment is attached to the Proxy Statement as Exhibit A. * * * Until the 1990's, mutual~~other funds ~~with front-end sales charges dominated the market~~ for ~~dealer-distributed funds. Over time, competition grew from funds with alternative sales charge structures~~ which are now widely accepted by investors and broker-dealers. Although the front-end sales charge structure is appealing due to its simplicity, the combination of significantly increased competition and pricing experimentation has led a large number of fund complexes to consider alternative distribution arrangements. Capital Research and Management Company ~~has advised~~serves as investment adviser except the ~~Fund's~~following: Martin A. Romo, Carmelo Spinella and Bradley J. Vogt.

The Investment Company of America — Advisory Board

The directors of ~~Directors that~~ICA have established an advisory board whose members are, in the future it may recommend that the Board authorize the Fund to issue an additional class of shares ("New Shares"). If authorized, the New Shares are expected to be sold without any front-end sales charge and otherwise would be similar to the existing Shares, except that they would be subject to (i) a different level of fees payable to the Fund's distributor, American Funds Distributors, Inc. ("AFD"), a wholly-owned subsidiary of Capital Research and Management Company, under a separate plan of distribution, and (ii) a contingent deferred sales charge ("CDSC") payable to AFD if such shares are redeemed before the expiration of a specified holding period. A portionjudgment of the ~~distribution fees~~directors, highly knowledgeable about world political and ~~CDSC received by AFD would be available~~economic matters. In addition to ~~finance~~holding meetings with the ~~payment~~board of ~~commissions on initial sales and ongoing service fees~~directors, members of the advisory board, while not participating in specific investment decisions, consult from time to eligible dealers of New Shares. IMPORTANTLY, THE DISTRIBUTION FEES FOR THE NEW SHARES WOULD BE IMPOSED ONLY ON NEW SHARES AND WOULD NOT AFFECT THE EXPENSE LEVEL OF THE EXISTING SHARES. MOREOVER, ANY OTHER EXPENSES UNIQUE TO THE NEW SHARES (E.G. ADDITIONAL TRANSFER AGENT OR SHAREHOLDER ACCOUNT MAINTENANCE COSTS) ALSO WOULD BE BORNE ONLY BY THE NEW SHARES. AS A RESULT, NEW SHARES WOULD HAVE A DIFFERENT (GENERALLY HIGHER) LEVEL OF 9 EXPENSES THAN THE EXISTING SHARES AND WOULD NOT RESULT IN ADDITIONAL COSTS FOR THE EXISTING SHARES. * * * The Fund's Articles of Incorporation currently provide for only one class of shares of capital stock, and do not authorize the Board of Directors to create additional classes or series. The Board of Directors believes that the Fund's best interests would be served if the Articles of Incorporation were amended to enable the Board to create new series of shares and classes of shares within a series. Each share of a series, regardless of class, would share pro rata (based on net asset value) intime with the investment portfolio and income of the series and in the series' expenses, except for differences in expenses resulting from different class-specific distribution arrangements and possibly other class-specific expenses. Although the proposed Articles would permit the Board to create additional series of shares (representing interests in separate investment portfolios), there is no current intention to do so. Shares of all classes would vote together on all matters affecting the Fund, except for matters, such as approval of a plan of distribution or related service plan, affecting only a particular series or class thereof. All shares voting on a matter would have identical voting rights. All issued shares would be fully paid and non-assessable, and shareholders would have no pre-emptive or other right to subscribe for any additional shares. All shares within a series (including, if issued, the New Shares) would have the same rights and be subject to the same limitations set forth in the Articles of Incorporationadviser, primarily with respect to ~~dividends, redemptions~~world trade and liquidation, except for differences resulting from class-specific distribution plans and related service plans and certain other class-specific expenses. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS PROPOSAL. 3. APPROVAL OF AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION (REDUCTION IN PAR VALUE) On August 12, 1999,business conditions. Members of the ~~Fund's Board of Directors voted to approve an amendment~~advisory board, however, possess no authority or responsibility with respect to the ~~Fund's Articles of Incorporation to reduce~~fund’s investments or management. The following sets out additional information about the ~~par value of shares of capital stock of the Fund from $1.00 to $0.001 per share,~~advisory board members. Advisory board members terms are generally two years in length and to submit the amendment to the Fund's shareholders with the Board's recommendation that it be approved. This proposed amendment is included as part of Exhibit A. Under Maryland law, the par value of shares determines the amount of a corporation's stated capital. Stated capital has little meaning for an 10 investment company like the Fund. However, when the Fund increases its authorized capital stock, it must pay a registration fee to the State of Maryland based on the aggregate par value of the new shares. This change will have no effect on the value of your shares. The Board of Directors therefore recommends that the par value of the Fund's shares of capital stock be reduced in order to save the Fund some expense in connection with any increase in authorized capital stock. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS PROPOSAL. 4. APPROVAL OF THE ELIMINATION OR REVISION OF CERTAIN OF THE FUND'S FUNDAMENTAL INVESTMENT POLICIES INTRODUCTION AND SUMMARY The Fund is subject to investment restrictions which establish percentage and other limits that govern its investment activities. Under the 1940 Act, investment restrictions relating to certain activities are required to be "fundamental," which means that any changes require shareholder approval. Investment companies, including the Fund, are permitted to designate additional restrictions as fundamental. They may also adopt "non-fundamental" investment restrictions, which may be ~~changed by the Fund's~~renewed without limit in time.

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 Directors without shareholder approval. Some of the Fund's existing fundamental investment restrictions reflect regulatory, business or industry conditions, practices or requirements that have changed or no longer exist. With the passage of time, the development of new practices, and changes in regulatory standards, management believes certain fundamental restrictions should be revised, eliminated or reclassified as non-fundamental. The Board of Directors, together with the Fund's senior officers, have analyzed the current fundamental investment restrictions, and have concluded that five restrictions should be amended. Three restrictions would be revised but remain fundamental, one restriction would be eliminated and one restriction would be revised and reclassified as non-fundamental. The proposed investment restrictions have been drafted to maintain important investor protections while providing flexibility to respond to future legal, regulatory and market changes. By reducing the number of policies that can be changed only by shareholder vote, the Board of Directors and the Fund will have greater flexibility to modify Fund policies, as appropriate, in response to changing markets and in light of new investment opportunities and instruments. The Fund will then be able to avoid the costs and delays associated with a shareholder meeting when making 11 changes to the non-fundamental investment policies that the Board may consider desirable. IMPORTANTLY, THE PROPOSED AMENDMENTS DO NOT AFFECT THE INVESTMENT OBJECTIVES OF YOUR FUND, WHICH REMAIN UNCHANGED. MOREOVER, THE BOARD DOES NOT ANTICIPATE THAT THE CHANGES, INDIVIDUALLY OR IN THE AGGREGATE, WILL CHANGE TO A MATERIAL DEGREE THE LEVEL OF INVESTMENT RISK ASSOCIATED WITH AN INVESTMENT IN THE FUND. The text of each proposed change to the Fund's fundamental restrictions is set forth below. Shareholders may vote for any or all of the changes that are the subject of Proposal 4. RESTRICTIONS PROPOSED TO BE REVISED BUT REMAIN FUNDAMENTAL 4A. BORROWING The 1940 Act permits mutual funds generally to borrow up to 33 1/3% of the value of their total assets from banks, and up to 5% of the value of their total assets from any lender for temporary or emergency purposes. Under the Fund's current policy, it may borrow up to 5% of total assets, taken at lower of cost or market, for extraordinary or emergency purposes, and may pledge only 15% of total assets as security for any such borrowing. It is proposed that the restriction be modified to permit the Fund to grant a lender an unlimited security interest in its assets, since mutual fund borrowings are often undertaken on those terms. It is also proposed that the maximum borrowing level be calculated using current market values. This will facilitate the mechanics of borrowing in an emergency situation. The Fund would continue to have authority to borrow only temporarily for extraordinary or emergency purposes. CURRENT TEXT [The Fund may not...] borrow amounts in excess of 5% of its gross assets taken at cost or market value, whichever is lower, determined at the time of borrowing, and then only from banks as a temporary measure for extraordinary or emergency purposes; or pledge, mortgage, or hypothecate its assets taken at market value to any extent greater than 15% of its gross assets taken at cost or market value, whichever is lower, at the time of such action. PROPOSED TEXT [The Fund may not...] borrow money, except temporarily for extraordinary or emergency purposes, in an amount not exceeding 5% of the value of the fund's total assets at the time of such borrowing. 12 4B. INVESTMENTS IN REAL ESTATE; MINERAL LEASES The Fund is currently prohibited from investing in real estate except in certain limited circumstances. Under the revised restriction, the Fund would still be prohibited from investing directly in real estate, although the change would clarify that the Fund may invest in the securities of issuers in the real estate business, or securities (such as mortgage-backed securities) that may evidence an interest in underlying real estate. The revised restriction would be consistent with that of nearly all the other funds in The American Funds Group. The current restriction also prohibits investments in mineral leases. This prohibition is not required by the 1940 Act and is proposed to be eliminated. It was originally adopted in response to state law restrictions or interpretations that no longer apply. At one time, certain state regulators felt it appropriate to prohibit investments in mineral leases to protect investors from speculative investments and to reduce overall portfolio risk. Industry practice has been to manage these risks through prudent investment practices and explicit diversification and concentration policies. CURRENT TEXT [The Fund may not...] purchase real estate (including limited partnership interests but excluding securities of companies, such as real estate investment trusts, which deal in real estate or interests therein) or purchase oil, gas, or other mineral leases. PROPOSED TEXT [The Fund may not...] purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). 4C. LENDING ACTIVITIES Under the 1940 Act, the Fund is required to have a fundamental restriction addressing its lending activities. These activities are also subject to certain restrictions. Under the 1940 Act, loans of securities and other assets are generally permitted up to 33 1/3% of a fund's total assets. The Fund's current fundamental policy states that the Fund may not make loans, except by making time or demand deposits with banks or by purchasing a portion of an issue of bonds, debentures, commercial paper or other debt securities at original issue or otherwise. 13 Under the revised fundamental policy, the Fund would be permitted to lend securities or make loans up to 15% of total assets. However, a non-fundamental policy would be adopted that would state that the Fund has no current intention to lend portfolio securities. As such, the Fund would have the flexibility to invest, consistent with its investment objectives, in loans, loan participations, and other forms of direct debt instruments. Direct debt instruments are interests in amounts owed to lenders or lending syndicates or other parties. As the beneficial owner of a direct debt instrument, the Fund would be entitled to receive payments of principal, interest and any fees to which it is entitled. If the Fund acquires an indirect interest in a loan (E.G., a loan participation), the Fund would be entitled to receive these payments only from the lender selling the participation. The Fund generally would have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan. It would be subject to the credit risk of both the borrower and the lender selling the participation. CURRENT TEXT [The Fund may not...] make loans to other persons, except by making time or demand deposits with banks or by purchasing a portion of an issue (not prohibited by any investment restriction set forth herein) of bonds, debentures, commercial paper or other debt securities at original issue or otherwise. PROPOSED TEXT [FUNDAMENTAL POLICY] [The Fund may not...] lend any security or make any other loan if, as a result, more than 15% of its total assets would be lent to third parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements. PROPOSED TEXT [NON-FUNDAMENTAL POLICY] The Fund does not currently intend to lend portfolio securities. RESTRICTION PROPOSED TO BE ELIMINATED The following investment restriction is not required by the 1940 Act. It was originally adopted in response to state law restrictions or interpretations that no longer apply. 4D. UNSEASONED ISSUERS This restriction was adopted in response to state regulation that no longer applies. Because newly formed companies have no proven track record in business, their prospects may be uncertain. Their securities may fluctuate in price more widely than securities of established companies. 14 Elimination of this restriction will provide the Fund with greater investment flexibility, subject to its investment objectives and policies. Retaining such a restriction could, among other things, preclude the Fund from making otherwise attractive investments in newly-formed companies issuing asset-backed securities. CURRENT TEXT [The Fund may not...] purchase securities of companies (other than real estate investment trusts) which, with their predecessors, have a record of less than three years' continuous operations, if such purchase would cause more than 5% of the fund's total assets to be invested in the securities of such companies. RESTRICTION PROPOSED TO BE REVISED AND RECLASSIFIED AS NON-FUNDAMENTAL The following investment restriction is not required by current law to be "fundamental" (I.E, subject to amendment only with shareholder approval). Changing it from fundamental to non-fundamental will provide the Board with the ability to revise the restriction in the future should conditions warrant and will enable the Fund to avoid the additional expense of a shareholder solicitation in connection with future revisions. 4E. PURCHASING SECURITIES OF OTHER INVESTMENT COMPANIES This restriction deals with certain anti-pyramiding concerns addressed by the 1940 Act. The proposed revision would allow the Fund to invest to a limited degree in entities falling within the technical definition of an investment company. On occasion, certain issuers in various lines of business, primarily financial, fall within this definition but otherwise represent attractive investment opportunities, consistent with the Fund's investment objective. If the Fund invests in other managed investment companies, it may pay investment advisory fees in addition to the fee paid to the Investment Adviser. Current industry practice is to rely on the 1940 Act for investor protection. CURRENT TEXT [The Fund may not...] purchase securities of any other managed investment company. PROPOSED TEXT [The Fund may not...] invest in securities of other investment companies, except as permitted by the Investment Company Act of 1940, as amended. 15 THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THESE PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS. 5. RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANT Shareholders are requested to ratify the selection by 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

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.

Additional information

Independent registered public accounting firm

For the fund’s current fiscal year, the boards of AMBAL, FI, GFA and IFA (including a majority of ~~the directors who are not "interested persons" of the Fund as that term is defined in the 1940 Act) of~~independent directors) selected Deloitte & Touche LLP (“D&T”) as the independent ~~accountant~~registered public accounting firm for the ~~Fund for~~fund, and the ~~fiscal year 2000. In addition to~~board of ICA similarly selected PricewaterhouseCoopers LLP (“PwC”) as the ~~normal audit services, Deloitte & Touche LLP provides services in connection with the preparation and review of federal and state tax returns for the Fund. Deloitte & Touche LLP~~fund’s independent registered public accounting firm. D&T has served as the ~~Fund's~~ independent ~~accountant~~registered public accounting firm for AMBAL and FI since ~~1973~~1991 and for GFA and IFA since 1973. PwC has ~~advised the Fund that it has no material direct or indirect financial interest in the Fund or its affiliates. The Fund's Audit Committee recommended that Deloitte & Touche LLP be selected~~served as ~~the Fund's~~ICA’s independent ~~accountant for the current fiscal year. The employment of the accountant is conditioned upon the right of the Fund to terminate such employment at any time without any penalty.~~registered public accounting firm since 1934. No representative of ~~Deloitte & Touche LLP~~either D&T or PwC is expected to attend the ~~Meeting~~meeting. In reliance on Rule 32a-4 under the 1940 Act, the fund is not seeking shareholder ratification of ~~Shareholders. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF ITS SELECTION OF DELOITTE & TOUCHE LLP. OTHER MATTERS~~ the selection of its independent registered public accounting firm.

The audit committees of AMBAL, FI, GFA and IFA have discussed with D&T representatives, and the audit committee of ICA has discussed with PwC representatives, the independence of D&T or PwC from the fund and its management, including the matters disclosed in the letter from D&T or PwC required by Independence Standards Board Standard No. 1, as amended. The audit committees of the funds have also considered whether the provision of non-audit services described below is compatible with maintaining their respective independent registered public accounting firm’s independence.

Each fund’s audit committee is required to pre-approve all audit and permissible non-audit services that the audit committee considers compatible with maintaining the independent registered public accounting firm’s independence. This pre-approval requirement extends 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 fund, if the engagement relates directly to the operations and financial reporting of the fund. The audit committee does not delegate its responsibility to pre-approve these services to the investment adviser; however, the audit committee may, in its discretion, 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 are reported to the full audit committee at its next meeting. While the pre-approval requirement may be 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 below.

The following table sets forth the fees billed by D&T and PwC for audit and other services provided to the funds in respect of each fund’s fiscal year for 2006 and 2007:


	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.

There were no amounts that were required to be approved by a fund’s audit committee pursuant to the de minimis exception for the last two fiscal years of any fund.

Aggregate non-audit fees paid to the fund’s independent registered public accounting firm, including fees for all services billed to the investment adviser and affiliates that provide ongoing services to the funds, were as follows:


	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

The non-audit services represented by these amounts were brought to the attention of the audit committee and considered to be consistent with maintaining the independent registered accounting firm’s independence.

Other matters

Neither the persons named ~~in the enclosed Proxy~~as proxies nor the ~~Board~~board of ~~Directors~~directors are aware of any matters that will be presented for action at the meeting other than the ~~matters~~proposal described ~~above.~~herein. If any other matters properly requiring a vote of shareholders arise, the ~~Proxies~~proxies will confer upon the person or persons entitled to vote the ~~Shares they represent a discretionary authority~~shares in respect of any such matters the right to vote ~~the Shares in respect to any such other matters~~ in accordance with their best judgment in the ~~interest~~interests of the ~~Fund~~fund and its shareholders. ~~SHAREHOLDER PROPOSALS~~

Shareholder proposals

The Investment Company of America: Following the upcoming shareholder meeting on August 7, 2008, the fund expects to hold its next annual meeting of shareholders in August 2009. Any shareholder ~~proposals~~proposal, including notices of director nomination, must be received no later than February 4, 2009 to be considered for inclusion in the fund’s 2009 proxy ~~solicitation material~~materials.

American Balanced Fund, Fundamental Investors, The Growth Fund of America and The Income Fund of America: The fund does not hold annual shareholders meetings. Meetings of shareholders may be called from time to time by either the fund or the fund’s shareholders.

Under the proxy rules of the U.S. Securities and Exchange Commission shareholder proposals that meet certain conditions may be included in a fund’s proxy statement for a ~~shareholders~~particular meeting. The rules currently require that for future shareholder meetings, the shareholder must be a record or beneficial owner of fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the fund’s securities to be voted, at the time the proposal is submitted and for one year prior thereto, and must continue to own such shares through the date on which the meeting ~~should~~is held. In addition, the rules require that a proposal submitted for inclusion in a fund’s proxy materials for a subsequent shareholder meeting be ~~submitted~~received by the fund a reasonable time before the fund begins to print and mail the proxy materials for that meeting. The fact that the fund receives a proposal from a qualified shareholder in a timely manner does not ensure its inclusion in the proxy materials because there are other requirements under the proxy rules for such inclusion.

Shareholders who wish to suggest candidates for board membership to the nominating committee for consideration may do so by submitting a written notice to the Secretary of the ~~Fund~~fund at 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. The notice must be accompanied by complete biographical and occupational data of the ~~Fund's principal executive offices, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105. Any such proposals must comply~~prospective nominee, along with written consent of the ~~requirements~~prospective nominee for consideration of ~~federal and state laws and regulations including rule 14a-8 under~~his or her name by the ~~Securities Exchange Act~~nominating committee.

Annual report delivery

Each fund will furnish, without charge, a copy of ~~1934. 16~~ ~~Under the laws of Maryland, where the Fund is incorporated, and the Fund's Articles of Incorporation and By-Laws, the Fund is not required~~its most recent annual report and/or semi-annual report, to hold regular meetings of shareholders. Under the 1940 Act, a vote of shareholders is required from time to time for particular matters but not necessarily on an annual basis. As a result, the Fund does not expect to hold shareholders meetings on a regular basis, and any shareholder ~~proposal received may not~~upon request. Such requests should be ~~considered until such a meeting is held. GENERAL INFORMATION~~ directed to the fund’s secretary at 333 South Hope Street, 55th Floor, Los Angeles, CA 90071, or by telephoning 800/421-0180. Shareholder reports for each fund are also available on the American Funds website at americanfunds.com.

General information

Capital Research and Management Company is the investment adviser to the ~~Fund~~fund and is located at 333 South Hope Street, Los Angeles, CA 90071 and ~~135 South State College Boulevard, Brea,~~6455 Irvine Center Drive, Irvine, CA ~~92821.~~92618. American Funds Distributors, Inc. is the principal underwriter of the ~~Fund's~~fund’s shares and is located at the Los Angeles and ~~Brea~~Irvine 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.

Communicating with the fund’s directors and officers

Correspondence intended for the directors and/or officers of the fund should be directed to the fund’s Secretary at 333 South Hope Street, 55th Floor, Los Angeles, California, 90071.

The enclosed ~~Proxy~~proxy is solicited by and on behalf of the ~~Board~~board of ~~Directors~~directors of ~~the Fund. The Fund~~each fund. Each fund will pay its share of the cost of soliciting proxies, ~~consisting of~~including the printing, handling and mailing of the ~~Proxies~~proxies and related materials. In addition to solicitation by mail, certain officers and directors of the ~~Fund,~~fund, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally. WE URGE ALL SHAREHOLDERS TO MARK, DATE, SIGN, AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT. YOU MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT ONE MARKET, STEUART TOWER, SUITE 1800, SAN FRANCISCO,We urge all shareholders to vote their shares by mail, by telephone or via the Internet. If voting by mail, please mark, sign, date, and return the proxy card(s) in the enclosed envelope, which requires no postage if mailed in the United States. To vote your proxy by telephone or via the Internet, please follow the instructions that appear on the enclosed insert.

One copy of this proxy statement may be delivered to multiple shareholders who share a single address. If you would like to obtain an additional copy of this proxy statement, free of charge, please contact your fund’s Secretary in writing at 333 South Hope Street, 55th Floor, Los Angeles, CA ~~94105 OR BY TELEPHONING~~90071, or by telephoning 800/421-0180. ~~THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.~~ These requests will be honored within three business days of receipt. If you received a proxy statement for each shareholder who shares your address and would like to receive a single copy of such material in the future, please also write to or call your fund’s Secretary using the address or telephone number indicated above.

By ~~Order~~order of the ~~Board~~Boards of Directors, ~~PATRICK F. QUAN SECRETARY October 11, 1999 17~~ ~~EXHIBIT~~


Vincent P. Corti Secretary of ICA	Patrick F. Quan Secretary of AMBAL, FI, GFA and IFA

June 26, 2008

Appendix A

(Investors who own of record, or are known by the fund to own, beneficially 5% or more of any class of fund shares as of April 30, 2008).


		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

Appendix B

AMERICAN BALANCED FUND, INC.

FUNDAMENTAL INVESTORS, INC.

THE GROWTH FUND OF AMERICA, INC.

THE INCOME FUND OF AMERICA, INC. ~~--------------------- PROPOSED AMENDMENT TO ARTICLES~~

THE INVESTMENT COMPANY OF INCORPORATION OF THE FUND AUTHORIZING THE BOARD OF DIRECTORS TO CREATE NEW CLASSES AND SERIES OF CAPITAL STOCK, AND REDUCING THE PAR VALUE -------------------------- AMERICA

(the “Fund”)

NOMINATING COMMITTEE CHARTER

I. COMMITTEE ORGANIZATION

The ~~following text shows~~ Nominating Committee (“the provision of the Articles of Incorporation of the Fund that is to be amended; the text that is lined through shows deletions and the text that is underlined indicates additions. V. <*>~~CAPITAL STOCK~~ ~~(1) The total number of shares of stock of all classes~~ <*>~~and series~~ ~~which the Corporation has authority to issue is one billion, six hundred million (1,600,000,000) shares of capital stock~~ <#>~~of the par value of $1.00 each, all of one class hereby designated "Common Stock," and of the~~<*>~~(par value $0.001 per share), amounting in~~ ~~aggregate par value~~ <#>of<*>to ~~one~~ <#>~~billion~~ ~~million, six hundred~~ <*>~~thousand~~<#>~~million~~ ~~dollars ($1,600,000~~<#>~~,000~~). <*>~~(2)~~<*>Unless otherwise prohibited by law, so long as the Corporation is registered as an open-end company under the Investment Company Act, the Board of Directors shall have full power and authority, without the approval of the holders of any outstanding shares, to increase or decrease the number of shares of capital stock or the number of shares of capital stock of any class or series that the Corporation has authority to issue.<*>~~(3)~~<*>As used in these Articles of Incorporation, a "series" of shares represents interests in the same assets, liabilities, income, earnings and profits of the Corporation; each "class" of shares of a series represents interests in the same underlying assets, liabilities, income, earnings and profits, but may differ from other classes of such series with respect to fees and expenses or such other matters as shall be established by the Board of Directors. The Board of Directors of the Corporation shall have full power and authority, from time to time, to classify and reclassify any authorized but unissued shares of stock of the Corporation, including, without limitation, the power to classify or reclassify unissued shares into series, and to classify and reclassify a series into one or more classes of stock that may be invested together in the common investment portfolio A-1 in which the series is invested, by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares of stock. All shares of stock of a series shall represent the same interest in the Corporation and have the same preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as the other shares of stock of that series, except to the extent that the Board of Directors provides for differing preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of shares of stock of classes of such series as determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland, as otherwise determined pursuant to these Articles or by the Board of Directors in accordance with law.<*>~~(4)~~<*>Initially, the shares of capital stock of the Corporation shall be all of one class and series designated as "common stock." Notwithstanding any other provision of these Articles, upon the first classification of unissued shares of stock into additional series, the Board of Directors shall specify a legal name for the outstanding series, as well as for the new series, in appropriate charter documents filed for record with the State Department of Assessments and Taxation of Maryland providing for such name change and classification, and upon the first classification of a series into additional classes, the Board of Directors shall specify a legal name for the outstanding class, as well as for the new class or classes, in appropriate charter documents filed for record with the State Department of Assessments and Taxation of Maryland providing for such name change and classification.<*>~~(5)~~<*>The following is a description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of all series of capital stock of the Corporation and classes of such series (unless provided otherwise by the Board of Directors with respect to any such additional series (or class thereof) at the time it is established and designated):<*>~~(a)~~<*>Assets Belonging to Series. All consideration received by the Corporation from the issue or sale of shares of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any investment or reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that series for all purposes, subject only to A-2 the rights of creditors, and shall be so recorded upon the books of account of the Corporation. Such consideration, assets, income, earnings, profits and proceeds, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, together with any General Items (as defined below) allocated to that series as provided in the following sentence, are herein referred to collectively as "assets belonging to" that series. In the event that there are any assets, income, earnings, profits or proceeds of the Corporation which are not readily identifiable as belonging to any particular series (collectively, "General Items"Committee”), such General Items shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the series established and designated from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable; and any General Items so allocated to a ~~particular series shall belong to that series. Each such allocation by or under the direction of the Board of Directors shall be conclusive and binding for all purposes.~~<*>~~(b)~~<*>Liabilities of Series. The assets belonging to each particular series shall be charged with the liabilities of the Corporation in respect of that series, including any class thereof, and all expenses, costs, charges and reserves attributable to that series, including any such class, and any general liabilities, expenses, costs, charges or reserves of the Corporation which are not readily identifiable as pertaining to any particular series, shall be allocated and charged by or under the supervision of the Board of Directors to and among any one or more of the series established and designated from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. The liabilities, expenses, costs, charges and reserves allocated and so charged to a series are herein referred to collectively as "liabilities of" that series. Each allocation of liabilities, expenses, costs, charges and reserves by or under the supervision of the Board of Directors shall be conclusive and binding for all purposes.<*>(c) Dividends and Distributions. Dividends and capital gains distributions on shares of a particular series may be paid with such frequency, in such form and in such amount as the Board of Directors may determine by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, after providing for actual and accrued liabilities of that series. All dividends on shares of a particular series shall be paid only out of the income A-3 belonging to that series and all capital gains distributions on shares of a particular series shall be paid only out of the capital gains belonging to that series. Such dividends and distributions may vary between or among classes of a series to reflect differing allocations of liabilities and expenses of such series between or among such classes to such extent as may be provided in or determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland or as may otherwise be determined by the Board of Directors. All dividends and distributions on shares of a particular series (or class thereof) shall be distributed pro rata to the holders of that series (or class thereof) in proportion to the number of shares of that series (or class thereof) held by such holders at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure, the Board of Directors may determine that no dividend or distribution shall be payable on shares as to which the stockholder's purchase order and/or payment have not been received by the time or timescommittee established by the Board of Directors ~~under such program or procedure.~~<*>~~Dividends and distributions may~~(the “Board”), will be ~~paid in cash, property or additional shares~~comprised solely of the same or another class or series or a combination thereof, as determined by the Board of Directors or pursuant to any program that the Board of Directors may have in effect at the time for the election by stockholders of the form in which dividends or distributions are to be paid. Any such dividend or distribution paid in shares shall be paid at the current net asset value thereof.<*>(d) Voting. On each matter submitted to a vote of the stockholders, each holder of shares shall be entitled to one vote for each share standing in his name on the books of the Corporation, irrespective of the series or class thereof, and all shares of all series and classes shall vote as a single class ("Single Class Voting"); provided, however, that (i) as to any matter with respect to which a separate vote of any series or class is required by the Investment Company Act or by the Maryland General Corporation Law, such requirement as to a separate vote by that series or class shall apply in lieu of Single Class Voting; (ii) in the event that the separate vote requirements referred to in clause (i) above apply with respect to one or more (but less than all) series or classes, then, subject to clause (iii) below, the shares of all other series and classes shall vote as a single class; and (iii) as to any matter which does not affect the interest of a particular series or class, including liquidation of another series as described in subsection (g) below, only the holders of shares of the one or more affected series shall be entitled to vote. ~~A-4~~ <*>Notwithstanding any provision of law requiring the authorization of any action by a greater proportion than a majority of the total number of shares of all classes and series of capital stock or of the total number of shares of any class or series of capital stock entitled to vote as a separate class, such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes and series outstanding and entitled to vote thereon, or of the class or series entitled to vote thereon as a separate class, as the case may be, except as otherwise provided in the charter of the Corporation.<*>(e) Redemption by Stockholders. Each holder of shares of a particular series shall have the right at such times as may be permitted by the Corporation to require the Corporation to redeem all or any part of his shares of that series, at a redemption price per share equal to the net asset value per share of that series next determined after the shares are properly tendered for redemption, less such redemption fee or sales charge, if any, as may be established by the Board of Directors in its sole discretion. Payment of the redemption price shall be in cash; provided, however, that if the Board of Directors determines, which determination shall be conclusive, that conditions exist which make payment wholly in cash unwise or undesirable, the Corporation may, to the extent and in the manner permitted by the Investment Company Act, make payment wholly or partly in securities or other assets belonging to the series of which the shares being redeemed are a part, at the value of such securities or assets used in such determination of net asset value.<*>Notwithstanding the foregoing, the Corporation may postpone payment of the redemption price and may suspend the right of the holders of shares of any series to require the Corporation to redeem shares of that series during any period or at any time when and to the extent permissible under the Investment Company Act.<*>(f) Redemption by Corporation. The Board of Directors may cause the Corporation to redeem at their net asset value the shares of any series (or class thereof) held in an account having, because of redemptions or exchanges, a net asset value on the date of the notice of redemption less than the minimum initial investment in that series (or class thereof) specified by the Board of Directors from time to time in its sole discretion, provided that at least 60 days prior written notice of the proposed redemption has been given to the holder of any such account by mail, postage prepaid, at the address contained in the books and records of the Corporation and such A-5 ~~holder has been given an opportunity to purchase the required value of additional shares.~~<*>(g) Liquidation. In the event of the liquidation of a particular series as herein contemplated, the stockholders of the series that is being liquidated shall be entitled to receive, as a class, when and as declared by the Board of Directors, the excess of the assets belonging to that series over the liabilities of that series. The holders of shares of any particular series shall not be entitled thereby to any distribution upon liquidation of any other series. The assets so distributable to the stockholders of any particular series shall be distributed among such stockholders in proportion to the number of shares of that series held by them and recorded on the books of the Corporation. The liquidation of any particular series in which there are shares then outstanding may be authorized by vote of a majoritymembers of the Board ~~of Directors then in office, without any action by the holders~~who are not considered “interested persons” of the outstanding voting securities of that series, as defined in the Investment Company Act, and without the vote of the holders of shares of any other series. The liquidation of a particular series may be accomplished, in whole or in part, by the transfer of assets of such series to another series or by the exchange of shares of such series for the shares of another series.<*>(h) Net Asset Value Per Share. For the purposes referred to in these Articles of Incorporation, the net asset value of shares of the capital stock of the Corporation of each series and class as of any particular time (a "determination time") shall be determined by or pursuant to the direction of the Board of Directors as follows:<*>(i) At times when a series is not classified into multiple classes, the net asset value of each share of stock of a series, as of a determination time, shall be the quotient obtained by dividing the net value of the assets of the Corporation belonging to that series (determined as hereinafter provided) as of such determination time by the total number of shares of that series then outstanding, including all shares of that series which the Corporation has agreed to sell for which the price has been determined, and excluding shares of that series which the Corporation has agreed to purchase or which are subject to redemption for which the price has been determined.<*>The net value of the assets of the Corporation belonging to a series shall be determined in accordance with sound accounting practice by deducting from the gross value of the assets of the Corporation belonging to that series (determined as hereinafter A-6 ~~provided), the amount of all liabilities of that series, in each case as of such determination time.~~<*>The gross value of the assets of the Corporation belonging to a series as of such determination time shall be an amount equal to all cash, receivables, the market value of all securities for which market quotations are readily available and the fair value of other assets of the Corporation belonging to that series at such determination time, all determined in accordance with sound accounting practice and giving effect to the following:<*>(ii) At times when a series is classified into multiple classes, the net asset value of each share of stock of a class of such series shall be determined in accordance with subsections (i) and (iii) of this Section (h) with appropriate adjustments to reflect differing allocations of liabilities and expenses of such series between or among classes to such extent as may be provided in or determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland or as may otherwise be determined by the Board of Directors.<*>(iii) The Board of Directors is empowered, in its discretion, to establish other methods for determining such net asset value whenever such other methods are deemed by it to be necessary or desirable, including, without limiting the generality of the foregoing, any method deemed necessary or desirable in order to enable the Corporation to comply with any provision of the Investment Company Act or any rule or regulation thereunder. Subject to the applicable provisions of the Investment Company Act, the Board of Directors, in its sole discretion, may prescribe and shall set forth in the By-Laws of the Corporation or in a duly adopted resolution of the Board of Directors such bases and times for determining the value of the assets belonging to, and the net asset value per share of outstanding shares of, each series, or the net income attributable to such shares, as the Board of Directors deems necessary or desirable. The Board of Directors shall have full discretion, to the extent not inconsistent with the Maryland General Corporation Law and the Investment Company Act, to determine which items shall be treated as income and which items as capital and whether any item of expense shall be charged to income or capital.<*>(i) Equality. All shares of each particular series shall represent an equal proportionate interest in the assets belonging to that series (subject to the liabilities of that series), and each share of any particular series shall be equal to each other share of that series. The Board A-7 of Directors may from time to time divide or combine the shares of any particular series into a greater or lesser number of shares of that series without thereby changing the proportionate interest in the assets belonging to that series or in any way affecting the rights of holders of shares of any other series.<*>~~(j) Conversion or Exchange Rights.~~<*>(i) Subject to compliance with the requirements of the Investment Company Act, the Board of Directors shall have the authority to provide that holders of shares of any class or series shall have the right to exchange said shares into shares of one or more other class or series of shares in accordance with such requirements and procedures as may be established by the Board of Directors.<*>(ii) At such times (which may vary among shares of a class) as may be determined by the Board of Directors, shares of a particular class of a series may be automatically converted into another class of such series based on the relative net asset value of such classes at the time of conversion, subject, however, to any conditions of the conversion that may be imposed by the Board of Directors.<*>(6) (a) Shares of the various classes of each series of capital stock shall represent the same interest in the Corporation and have, except as provided to the contrary in any subsequently filed charter document, identical voting, dividend, liquidation, and other rights, terms and conditions with any other shares of capital stock of that series; provided however, that notwithstanding anything in the charter of the Corporation to the contrary, shares of the various classes of a series shall be subject to such differing front-end sales loads, contingent deferred sales charges, fees or expenses under a plan of distribution or other arrangement related to distribution of shares issued by the Corporation, and administrative, recordkeeping, or service fees, each as may be established from time to time by the Board of Directors in accordance with the Investment Company Act and any rules or regulations promulgated thereunder and applicable rules and regulations of self-regulatory organizations and as shall be set forth in the applicable prospectus for the shares; and provided further that expenses related solely to a particular class of a particular series of capital stock (including, without limitation, fees or expenses under a plan of distribution and administrative expenses under an administration or service agreement, plan or other arrangement, however designated) shall be borne solely by such class and shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset A-8 ~~value, dividends, distribution and liquidation rights of the shares of the class in question.~~<*>(b) As to any matter with respect to which a separate vote of any class of a series is required by the Investment Company Act or by the Maryland General Corporation Law (including, without limitation, approval of any plan, agreement or other arrangement referred to in subsection (a) above), such requirement as to a separate vote by that class shall apply in lieu of Single Class Voting, and if permitted by the Investment Company Act or the Maryland General Corporation Law, the classes of more than one series shall vote together as a single class on any such matter which shall have the same effect on each such class. As to any matter which does not affect the interest of a particular class of a series, only the holders of shares of the affected classes of that series shall be entitled to vote.<*>(c) In furtherance but not in limitation of this Article V, and without limiting the ability of the Corporation to effect a transaction contemplated by this paragraph under authority of applicable law or any other independent provision of the charter, the assets belonging to a particular class or series of shares of capital stock may be invested partially or entirely in the shares of a registered or unregistered investment company formed to implement a "master-feeder" or similar structure operated in conformity with the Investment Company Act and orders issued pursuant thereto, or in any similar structure however designated. The Corporation shall also be authorized to exchange the assets belonging to a class or series for shares in such a registered or unregistered investment company formed to be a master portfolio upon the approval of the Board of Directors and without further authorization by the shareholders of the class or series in question or any other class or classes or series of capital stock of the Corporation.<*>(7) The Corporation may issue and sell fractions of shares of capital stock having pro rata all the rights of full shares, including, without limitation, the right to vote and to receive dividends, and wherever the words "share" or "shares" are used in the charter or By-Laws of the Corporation, they shall be deemed to include fractions of shares where the context does not clearly indicate that only full shares are intended.<*>(8) The Corporation shall not be obligated to issue certificates representing shares of any class or series of capital stock. At the time of issue or transfer of shares without certificates, the Corporation shall provide the stockholder with such information as may be required under the Maryland General Corporation Law. ~~A-9~~ <*>(9) Any determination as to any of the following matters made by or pursuant to the direction of the Board of Directors consistent with these Articles of Incorporation and in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of capital stock of the Corporation, of any series or class, namely, the amount of the assets, obligations, liabilities and expenses of the Corporation or belonging to any series or with respect to any class; the amount of the net income of the Corporation from dividends and interest for any period and the amount of assets at any time legally available for the payment of dividends with respect to any series or class; the amount of paid-in surplus, annual or other net profits, or net assets in excess of capital, undivided profits, or excess of profits over losses on sales of securities belonging to the Corporation or any series or class; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged) with respect to the Corporation or any series or class; the market value, or any sale, bid or asked price to be applied in determining the market value, of any security owned or held by the Corporation; the fair value of any other asset owned or held by the Corporation; the number of shares of stock of any series or class issued or issuable; the existence of conditions permitting the postponement of payment of the repurchase price of shares of stock of any series or class or the suspension of the right of redemption as provided by law; any matter relating to the acquisition, holding and disposition of securities and other assets by the Corporation; any question as to whether any transaction constitutes a purchase of securities on margin, a short sale of securities, or an underwriting of the sale of, or participation in any underwriting or selling group in connection with the public distribution of any securities; and any matter relating to the issue, sale, repurchase or other acquisition or disposition of shares of stock of any series or class.<#>(2) Any fractional share shall carry proportionately all the rights of a whole share, excepting any right to receive a certificate evidencing such fractional share, but including the right to vote and the right to receive dividends.<#>(3) All shares of Common Stock now or hereafter authorized shall be "subject to redemption" and "redeemable" in the sense used in the laws of the State of Maryland authorizing the formation of corporations, at the redemption price for any such shares, determined in the manner provided for by the Charter. In the absence of any specification as to the purpose for which shares of Common Stock are redeemed or repurchased by it, all shares so redeemed or repurchased shall be deemed to be "purchased for A-10 retirement" in the sense contemplated by the laws of the State of Maryland and the number of the authorized shares of Common Stock shall not be reduced by the number of any shares redeemed or repurchased by it.<#>~~(4) Subject to the provisions of law, dividends may be paid on the Common Stock of the Corporation at such time and in such amounts as the Board of Directors may deem advisable.~~ * * * VIII. <#>~~REPURCHASES AND REDEMPTION~~<#>~~(1) The Corporation shall on the request of any registered owner of its shares redeem such shares, at the price, in the manner and on the terms and conditions set forth below:~~<#>(a) The certificates for shares to be redeemed must be tendered to the Corporation or its designated agent for redemption during business hours on a day on which the New York Stock Exchange is open for a normal business day, at an office or offices designated by the Board of Directors for receipt of such tenders. The certificates must be properly endorsed and in proper form for transfer. Redemption of such shares by the Corporation is subject to such reasonable requirements as may be imposed by the Corporation or the Corporation's Transfer Agent. Shares tendered on business days on which such Exchange is not open for a normal business day will be considered to have been tendered on the next succeeding day on which such Exchange is open for a normal business day.<#>(b) The redemption price of the shares shall be a sum equal to 100% of their net asset value as first determined subsequent to said tender, said determination of net asset value to be made in the manner and at the time hereinafter set forth.<#>(c) The net asset value of the Corporation's shares, for the purpose of computing the offering price of the shares and the price at which the shares shall be redeemed by the Corporation, shall be determined as of the close of the New York Stock Exchange, or such other time as shall lawfully be set by the Board of Directors, in the following manner: ~~A-11~~ <#>(i) Securities owned by the Corporation shall be valued at market value or, in the absence of readily available market quotations, at fair value, both as determined in good faith by, or pursuant to methods approved by, the Board of Directors. In determining market value or fair value of some or all of the Corporation's securities, the Corporation may, but is not required to, use a securities pricing system or systems to the extent the Board of Directors deems appropriate, including, but not limited to, systems which seek to determine values of particular securities by various methods including evaluations from brokers or dealers, general market information or comparisons to the market values of other securities having varying characteristics of quality, yield, maturity and other factors.<#>(ii) There shall be deducted from the total assets of the Corporation so determined, the liabilities of the Corporation, including proper accruals of interest or taxes and other expense items, and reserves for contingent or undetermined liabilities.<#>(iii) The net asset value of the Corporation so obtained shall then be divided by the total number of shares outstanding (excluding treasury shares) and the result, rounded to the nearest cent, shall be the net asset value per share of Capital Stock.<#>(d) The redemption price (100% of net asset value) shall be paid in cash or by check on current funds and shall be paid on or before the seventh day following the day on which shares are properly tendered for redemption.<#>~~(e) Redemption is conditional upon the Corporation having funds legally available therefor.~~<#>(f) The Corporation may at any time repurchase shares of its Capital Stock in the open market, or at private sale, or otherwise, out of funds legally available therefor, at a price based upon but not exceeding the net asset value last determined prior to the purchase at such times as may be established by the Board of Directors consistent with any applicable rules promulgated by the Securities and Exchange CommissionFund under the Investment Company Act of 1940 ~~as amended.~~<#>~~(g) The obligations set forth in this Article VII~~(the “Act”), and who are otherwise independent. To be considered independent a member may ~~be suspended for any period during which the New York Stock Exchange shall be closed~~not, other than ~~for customary weekend and holiday closings~~in his or ~~during which trading on such Exchange is restricted or during which an emergency exists~~her capacity as a ~~result of which the disposal by the Corporation of securities owned by it is not reasonably practicable, or A-12~~ it is not reasonably practicable for the Corporation fairly to determine the value of its net assets, or for any period which may be permitted by the Securities and Exchange Commission or any successor governmental authority.<#>(2) In addition, the shares of Capital Stock of the Corporation owned by any stockholder may be redeemed at net asset value by the Corporation without the consent or approval of such stockholder, if (a) the shares owned by such stockholder have a value (determined, for the purpose of this sentence only, as the greater of the stockholder's cost or the then net asset value of the shares, including the reinvestment of income dividends and capital gain distributions, if any) of less than $1,000 or (b) such stockholder owns less than ten (10) shares of Capital Stock of the Corporation, whenever in the judgmentmember of the Board, ~~of Directors,~~ the ~~redemption of such shares is in the economic best interests of the Corporation,~~Committee or necessary for the Corporation's business success and general welfare, in order to reduce disproportionate or unduly burdensome expenses, to achieve efficiencies in administration or to eliminate or reduce excessive expenditures or difficulties in servicing, accounting or reporting requirements with respect to the accounts of stockholders.<#>~~(3) The right of the holder of shares of Capital Stock redeemed or repurchased by the Corporation as provided in this Article VII to receive dividends thereon and all~~any other rights of such holder with respect to such shares shall forthwith cease and terminate from and after the time as of which the redemption or repurchase price of such shares has been determined, except the right of such holder to receive (a) the redemption or repurchase price of such shares from the Corporation or its designated agent and (b) any unpaid dividend or distribution to which such holder had previously become entitled as the record holder of such shares on the record date for such dividend or distribution. ~~IX.~~ <#>~~DETERMINATION BINDING~~<#>~~(1) Any determination made in good faith, so far as accounting matters are involved, in accordance with accepted accounting practice by or pursuant to the direction~~committee of the Board, accept any consulting, advisory or other compensatory fee from the Fund, or be a former officer or director of ~~Directors as to (a)~~Capital Research and Management Company (“CRMC”) or any of its affiliates.

The Board will appoint the ~~amount~~members of the ~~assets, obligations or liabilities~~Committee. If the Board has not designated a Chair of the ~~Corporation, (b)~~Committee, the ~~amount~~Committee members may designate a Chair by majority vote of all members. The Committee will be composed of at least three independent directors. The Fund’s Secretary will serve as Secretary of the ~~net income~~Committee.

The Committee will meet with the frequency, and at the times, determined by the Committee Chair or a majority of Committee members. Under normal circumstances, the ~~Corporation from dividends~~Committee is expected to meet at least annually. The Chair will cause notice of each meeting, together with the agenda and ~~interest for~~ any period or amounts at any time legally available for the payment of dividends, (c) the amount of any reserves or charges set up and the propriety thereof, (d) the time of or purpose for creating any reserves or charges, (e) A-13 the use, alteration or cancellation of any reserves or charges (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged or shall be then or thereafter requiredrelated materials, to be ~~paid or discharged), (f)~~sent to each member, normally at least one week before the ~~price or closing bid or asked price~~meeting. The Chair will cause minutes of any security owned or held by the Corporation, (g) the market value or fair value of any security or any other asset owned by the Corporation, (h) the number of shares of the Corporation outstanding or deemedeach Committee meeting to be ~~outstanding, (i)~~prepared and distributed to Committee members promptly. The Committee may ask independent legal counsel, representatives of CRMC or others to attend Committee meetings and provide pertinent information as necessary or desirable. The Committee may also meet in executive session.

II. DUTIES AND RESPONSIBILITIES

The Committee will:

(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.

______________________

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.

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.

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.

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III. AUTHORITY AND RESOURCES

The Committee will have the ~~impracticability or impossibility of liquidating securities~~resources and authority appropriate to discharge its responsibilities, including, among other things, the authority to retain a search firm to assist the Committee in ~~orderly fashion, (j) the method of payment for any such shares repurchased or (k) any other matters relating~~identifying, screening and attracting independent directors.

Independent legal counsel to the issue, sale, redemption, repurchase, and/or other acquisition or disposition of securities or shares of the Capital Stock of the Corporation, and any reasonable determination made in good faith by the Board of Directorsindependent directors will serve as to whether any transaction constitutes a purchase of any securities on "margin", a sale of any securities "short", or an underwriting of the sale of, or a participation in any underwriting or selling group in connection with the public distribution of, any securities, shall be final and conclusive, and shall be binding upon the Corporation and all holders of shares of its Capital Stock, past, present and future. Shares of the Capital Stock of the Corporation are issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid.<#>(2) No provision of these Articles of Incorporation shall be effective to (a) require a waiver of compliance with any provision of the Securities Act of 1933 or the Investment Company Act of 1940, as amended, or of any valid rule, regulation or order of the Securities and Exchange Commission thereunder, or (b) protect or purport to protect any director or officer of the Corporation against any liabilityindependent legal counsel to the ~~Corporation~~Committee.

IV. POLICIES AND PROCEDURES

The Committee’s policies and procedures may change from time to time to reflect new or evolving business conditions or nominating committee practices. In meeting its ~~security holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of~~responsibilities, the ~~duties involved in the conduct of such person's office.~~ ~~A-14~~ ~~(This page intentionally left blank.)~~ ~~(This page intentionally left blank.)~~ THIS NOTICE OF MEETING OF SHAREHOLDERS AND PROXY STATEMENT HAS BEEN PRINTED ON RECYCLED PAPER THAT MEETS THE GUIDELINES OF THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY. PROXY CARD THE INCOME FUND OF AMERICA, INC. PROXY CARD Committee is expected to:

(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.

______________________

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.

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The Capital Group Companies

American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust

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	VOTE VIA THE INTERNET: www.proxy-direct.com
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	/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

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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
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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

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

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

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