(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 of the Commission only (Rule 14a-6(e)(2))
The Bond Fund of America, Inc.
(Name of Registrant as Specified In Its Charter)
Julie F. Williams
(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:
<PAGE>
THE BOND FUND OF AMERICA, INC.
333 South Hope Street, Los Angeles, California 90071
Fellow Shareholders:
We are writing to inform you of the upcoming meeting of the shareholders of The
Bond Fund of America, Inc. (the "Fund") to be held at the offices of the Fund,
333 South Hope Street, 55th Floor, Los Angeles, California, on Monday, November
22, 1999 at 10:00 a.m., local time (the "Meeting"). At this meeting, you are
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 UNANIMOUSLY RECOMMENDS THAT YOU APPROVE
ALL PROPOSALS PRESENTED FOR YOUR CONSIDERATION.
At the Meeting, you will be asked 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 1999
(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 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 SUCH 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 requires 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 which 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 UNANIMOUSLY 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, additional expenses are incurred 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 receiver.
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,
/s/ Paul G. Haaga, Jr. /s/ Abner D. Goldstine
Paul G. Haaga, Jr. Abner D. Goldstine
Chairman of the Board President
THE BOND FUND OF AMERICA, INC.
NOTICE OF MEETING OF SHAREHOLDERS
NOVEMBER 22, 1999
TO THE SHAREHOLDERS OF
THE BOND FUND OF AMERICA, INC.:
A Meeting of Shareholders of The Bond Fund of America, Inc. (the "Fund") will
be held at the office of the Fund, 333 South Hope Street, 55th Floor, Los
Angeles, California, on Monday, November 22, 1999 at 10:00 a.m., local time, to
consider and vote on the following matters described under the corresponding
numbers in the accompanying Proxy Statement:
(1) election of a board of 10 Directors;
(2) approval of an 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 the independent
accountant for the Fund for the year ending December 31, 1999; and
(6) such other matters as may properly come before the meeting.
You are entitled to vote if you held shares of the Fund at the close of
business on September 7, 1999.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE ANNUAL 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 WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
By order of the Board of Directors,
/s/ Julie F. Williams
JULIE F. WILLIAMS
SECRETARY
September 27, 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 BOND FUND OF AMERICA, INC.
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
PROXY STATEMENT
MEETING OF SHAREHOLDERS
NOVEMBER 22, 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 Monday, November 22.
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 September 27, 1999.
At the close of business on September 7, 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 729,293,860 shares
of capital stock, $1 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 to the election of directors (Item 1), the 10 nominees receiving
the highest number 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 the 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 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 Fund
Shares for their customers in so-called "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
their resignation or removal and until a successor is elected and qualified.
Because we do not expect meetings of shareholders to be held each year, the
directors' term will be indefinite in length. All of the nominees for
director except Richard G. Capen, Jr., Don R. Conlan, Diane C. Creel,
Leonard R. Fuller, and Frank
M. Sanchez were elected by shareholders at their last Annual Meeting on April
21, 1993. Diane C. Creel and Leonard R. Fuller were elected by the director on
September 22, 1994; Don R. Conlan was elected by the directors on December 16,
1996. Richard G. Capen, Jr. and Frank M. Sanchez have been nominated by the
Board of Directors. Herbert Hoover III, a director since 1977 has reached the
Fund's retirement age and is not seeking re-election.
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.
<TABLE>
<CAPTION>
NAME OF NOMINEE CURRENT PRINCIPAL YEAR MEMBERSHIPS ON BOARD SHARES
(POSITION WITH OCCUPATION AND PRINCIPAL FIRST OF OTHER REGISTERED BENEFICIALLY
FUND) EMPLOYMENT ELECTED A INVESTMENT COMPANIES OWNED,
AND AGE DURING PAST FIVE YEARS # DIRECTOR AND PUBLICLY DIRECTLY
HELD COMPANIES OR INDIRECTLY,
AT
SEPTEMBER 7,
1999
<S> <C> <C> <C> <C> <C>
The
American
Funds
Fund Group
Richard G. Capen, Corporate Director and Nominee The American Funds 77 33,293
Jr. author; former United Group:
(Nominee) States Ambassador to (Director/Trustee - 4
63 Spain; former Vice other funds)
Chairman of the Board,
Knight Ridder, Inc.;
former Chairman and
Publisher, The Miami
Herald
H. Frederick Private investor. 1974 The American Funds 3,847 336,435
Christie Former President and Group:
(Director) Chief Executive (Director/Trustee - 18
66 Officer, the Mission other funds)
Group (non-utility The American Variable
holding company, Insurance Series
subsidiary of
Southern California
Edison Company)
Don R. Conlan * President (retired), 1996 The American Funds 378 1,733,463
(Director) The Capital Group Group:
63 Companies, Inc. (Director/Trustee - 11
other funds)
Diane C. Creel CEO and President, 1994 The American Funds 77 2,774
(Director) The Earth Technology Group:
50 Corporation (Director/Trustee -
(international 11 other funds)
consulting Allegheny Teledyne
engineering) Incorporated
B. F. Goodrich
Martin Fenton Chairman, Senior 1989 The American Funds 825 28,754
(Director) Resource Group, LLC Group:
64 (development and (Director/Trustee - 13
management of senior other funds)
living communities) The American Variable
Insurance Series
Raintree Healthcare
Corporation
Leonard R. President, Fuller 1994 The American Funds 1,489 6,408
Fuller Consulting (financial Group:
(Director) management consulting
52 firm) (Director/Trustee -
11 other funds)
The American Variable
Insurance Series
Abner D. Capital Research and 1977 The American Funds 77,630+ 2,843,003+
Goldstine* Management Company, Group:
(President and Senior Vice President (Director/Trustee - 11
Director) and Director other funds)
69
Paul G. Haaga, Jr. *
(Chairman Capital Research and
Management Company, 1992 The American Funds Group: 25,601+ 463,067+
of the Board) 50 Executive Vice (Director/Trustee - 13
President and other funds)
Director
Richard G. Chairman, President 1991 The American Funds 179 43,504
Newman and CEO AECOM Group:
(Director) Technology (Director/Trustee - 12
64 Corporation other funds)
(architectural
engineering)
Frank M. Sanchez Principal, The Nominee The American Funds 152 8,838
(Nominee) Sanchez Family Group:
55 Corporation dba (Director/Trustee - 3
McDonald's other funds)
Restaurants
(McDonald's licensee)
</TABLE>
_____________
# Corporate positions, in some instances, may have changed during this
period.
* 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 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, American Balanced Fund, Inc., American
High-Income Municipal Bond Fund, Inc., American High-Income Trust, American
Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management Trust of
America, Capital Income Builder, Inc., Capital World Growth and Income Fund,
Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., New World Fund, Inc., SMALLCAP World Fund, Inc., The
Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Fund of California, The
Tax-Exempt Fund of Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt
Money Fund of America, The U.S. Treasury Money Fund of America, U.S. Government
Securities Fund and Washington Mutual Investors Fund, Inc. Capital Research
and Management Company also manages American Variable Insurance Series and
Anchor Pathway Fund which serve as the underlying investment vehicle for
certain variable insurance contracts; and Endowments, whose shareholders are
limited to (i) any entity exempt from taxation under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended ("501(c)(3) organization"); (ii) any
trust, the present or future beneficiary of which is a 501(c)(3) organization;
and (iii) any other entity formed for the primary purpose of benefiting a
501(c)(3) organization. An affiliate of Capital Research and Management
Company, Capital International, Inc., manages Emerging Markets Growth Fund,
Inc.
The Fund has an Audit Committee composed of H. Frederick Christie and Leonard
R. Fuller. The function of the Committee includes such specific matters as
recommending the independent accountant to the Board of Directors, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Directors and/or the Committee.
The Fund has a Nominating Committee composed of all directors who are not
considered to be "interested persons" of the Fund within the meaning of the
1940 Act. The Committee's functions include selecting and recommending to the
Board of Directors nominees for election as directors of the Fund. While the
Committee normally is able to identify from its own resources an ample number
of qualified candidates, it will consider shareholder suggestions of persons to
be considered as nominees to fill future vacancies on the Board. Such
suggestions must be sent in writing to the Nominating Committee of the Fund,
c/o the Fund's Secretary, and must be accompanied by complete biographical and
occupational data on the prospective nominee, along with a written consent of
the prospective nominee to consideration of his or her name by the Committee.
The Fund has a Contracts Committee composed of all directors who are not
considered to be "interested persons" of the Fund within the meaning of the
1940 Act. The Contracts Committee's function is to request, review and
consider the information deemed necessary to evaluate the terms of the
investment advisory and 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.
Each director is paid a fee of $10,000 per annum plus $200 for each Board of
Directors meeting attended and $200 for each meeting attended as a member of a
committee of the Board of Directors.
There were four Board of Directors, two Audit Committee, one Contracts
Committee, and two Nominating Committee meetings during the year ended December
31, 1998. All incumbent directors attended at least 75% of all Board meetings
and meetings of the committees of which they were members.
The Fund pays no salaries or other compensation to its directors other than
directors' fees, which are paid to those directors who are unaffiliated with
the Investment Adviser as described below.
<TABLE>
<CAPTION>
DIRECTOR COMPENSATION Aggregate Total Compensation Total Number
Director or Nominee Compensation (including of Fund
(including Voluntarily Deferred Boards
Voluntarily Compensation) from all on which
Deferred Funds Managed by Capital Director
Compensation/1/) Research and Management Serves/2/
from the Fund during Company) during the Fiscal
Fiscal Year ended Year ended 12/31/98
12/31/98
<S> <C> <C> <C>
Richard G. Capen, Jr. none/3/ $36,150/4/ 5
H. Frederick Christie $11,400/4/ 194,850 19
Don R. Conlan none/5/ none/5/ 12
Diane C. Creel 10,150/4/ 46,900 12
Martin Fenton 10,750/4/ 128,134 15
Leonard R. Fuller 11,150/4/ 54,900 12
Abner D. Goldstine none/5/ none/5/ 12
Paul G. Haaga, Jr. none/5/ none/5/ 14
Richard G. Newman 10,750/4/ 108,600 13
Frank M. Sanchez none/3/ none/3/ 3
</TABLE>
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 return of one or more funds in The
American Funds Group as designated by the director.
2 Includes funds managed by Capital Research and Management Company and
affiliates.
3 Richard G. Capen, Jr. and Frank M. Sanchez have been nominated as directors
of the Fund and had not received any remuneration from the Fund as of its
12/31/98 fiscal year end.
4 Since the deferred compensation plan's adoption in 1993, the total amount of
deferred compensation accrued by the Fund (plus earnings thereon) for
participating directors is as follows: H. Frederick Christie ($14,590), Diane
C. Creel ($9,419), Martin Fenton ($27,054), Leonard R. Fuller ($25,356) and
Richard G. Newman ($54,041).
5 Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated with
the Fund's Investment Adviser and, therefore, receive no remuneration from the
Fund.
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Principal Occupation /1/ Officer
(Position with Fund)and Age Continuously
Since /2/
<S> <C> <C>
David C. Barclay Senior Vice President, 1997
(Vice President) Capital Research
42 Company
Michael J. Downer Senior Vice President - Fund 1994
(Vice President) Business Management Group,
44 Capital Research and Management
Company
John H. Smet Vice President, 1994
(Vice President) Capital Research and Management
42 Company
Julie F. Williams Vice President, Fund Business 1982
(Secretary) Management Group,
51 Capital Research and Management
Company
Anthony W. Hynes, Jr. Vice President, Fund Business 1993
(Treasurer) Management Group,
36 Capital Research and Management
Company
</TABLE>
1 The occupations shown reflect the principal employment of each individual
during the past five years. Corporate positions, in some instances, may have
changed during this period.
2 Officers hold office until their respective successors are elected, or until
they resign or are removed.
NO OFFICER, DIRECTOR OR EMPLOYEE OF THE INVESTMENT ADVISER RECEIVES ANY
REMUNERATION FROM THE FUND. ALL DIRECTORS AND OFFICERS AS A GROUP OWNED
BENEFICIALLY FEWER THAN 1% OF THE SHARES OUTSTANDING ON SEPTEMBER 7, 1999.
2. APPROVAL OF AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION (SHARE
CLASSIFICATION)
On August 10, 1999, the Fund's Board of Directors unanimously 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 unanimously voted to submit the amendment to the Fund's
shareholders with the Board's recommendation that it be approved. The full
text of the proposed amendment is attached to the Proxy Statement as Exhibit A.
* * *
Until the 1990's, mutual 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 the Fund's Board of
Directors that 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 prior to the expiration of a specified holding period. A portion of
the distribution fees and CDSC received by AFD would be available to finance
the payment of commissions on initial sales and ongoing service fees 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 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) in 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 class or series 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 Incorporation with
respect to dividends, redemptions 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 UNANIMOUSLY 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 10, 1999, the Fund's Board of Directors unanimously voted to approve
an amendment to the Fund's Articles of Incorporation to reduce the par value of
shares of capital stock of the Fund from $1.00 to $0.001 per share, and to
submit such 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
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 the proposed increase
in authorized capital stock.
THE BOARD OF DIRECTORS UNANIMOUSLY 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 Investment
Company Act of 1940 (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 Board of Directors without shareholder approval.
Some of its 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 four restrictions should be amended. One restriction would be revised but
remain fundamental, two restrictions 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 changes to the non-fundamental investment
policies that the Board may consider desirable.
IMPORTANTLY, THE PROPOSED AMENDMENTS DO NOT AFFECT THE INVESTMENT OBJECTIVE OF
YOUR FUND, WHICH REMAINS 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. If the proposed changes are approved by the Fund's
shareholders, the Fund's prospectus and statement of additional information
will be revised to reflect those changes.
RESTRICTION PROPOSED TO BE REVISED BUT REMAIN FUNDAMENTAL
4A. DIVERSIFICATION; INDUSTRY CONCENTRATION
The Fund is "diversified" for purposes of the 1940 Act. This means that, with
respect to 75% of the Fund's total assets, the Fund may not purchase a security
if (i) more than 5% of such assets would be invested in the securities of a
single issuer, or (ii) the Fund would own more than 10% of the outstanding
voting securities of a single issuer. Under the proposed language, which
conforms to this statutory standard, the Fund would have the flexibility to
invest, with respect to a portion (up to 25%) of its total assets, more than 5%
of such assets in a single issuer.
In addition, as part of this proposed change, the Fund's industry
concentration policy would be stated separately and more concisely.
"Concentration" is deemed by the Securities and Exchange Commission and its
staff to mean investment of more than 25% of a fund's assets in the securities
of issuers in a particular industry.
CURRENT TEXT (FUNDAMENTAL)
[The Fund may not...] purchase any security (other than securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities), if
immediately after and as a result of such investment (a) more than 5% of the
value of the Fund's total assets would be invested in securities of the issuer;
or (b) the fund would hold more than 10% of the voting securities of the
issuer; or (c) 25% or more of the value of the fund's assets would be invested
in a single industry. Each of the electric utility, natural gas distribution,
natural gas pipeline, combined electric and natural gas utility and telephone
industries shall be considered as a separate industry for this purpose.
PROPOSED TEXT (FUNDAMENTAL)
[The Fund may not...] with respect to 75% of the Fund's total assets, purchase
the security of any issuer (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities) if, as a result, (a) more
than 5% of the Fund's total assets would be invested in securities of that
issuer, or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer.
[The Fund may not...] concentrate its investments in a particular industry, as
that term is used in the Investment Company Act of 1940, as amended, and as
interpreted or modified by regulatory authority having jurisdiction, from time
to time.
RESTRICTIONS PROPOSED TO BE ELIMINATED
Neither of the following investment restrictions is required under the 1940
Act. Both were originally adopted in response to state law restrictions or
interpretations which no longer apply to the Fund. Therefore, in order to
increase the ability of Fund management to manage the Funds' assets effectively
and efficiently in response to market and regulatory change, it is proposed
that these investment restrictions, which are currently listed as fundamental,
be eliminated. Further explanations pertaining to specific restrictions are
set forth below.
4B. PLEDGING ASSETS
In certain circumstances this restriction could interfere with the Fund's
ability to borrow temporarily for extraordinary or emergency purposes. The
Fund's current borrowing limit (up to 5% of total assets) would remain
unchanged.
CURRENT TEXT
[The Fund may not...] mortgage, pledge, or hypothecate any of its assets.
4C. AFFILIATED OWNERSHIP
The purposes intended to be served by this restriction are covered by the
Fund's Code of Ethics and by separate provisions of the 1940 Act.
CURRENT TEXT
[The Fund may not...] purchase or retain the securities of any issuer, if those
individual officers and directors of the fund, its investment adviser or
distributor, each owning beneficially more than 1/2 of 1% of the securities of
such issuer, together own more than 5% of the securities of such issuer.
RESTRICTION PROPOSED TO BE REVISED AND RECLASSIFIED AS NON-FUNDAMENTAL
4D. 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.
Current industry practice is to rely on the 1940 Act for investor protection.
CURRENT TEXT
[The Fund may not...] knowingly purchase securities of other investment
companies, except in connection with a merger, consolidation, acquisition, or
reorganization.
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.
THE BOARD OF DIRECTORS UNANIMOUSLY 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
(including a majority of the directors who are not "interested persons"of the
Fund as that term is defined in the 1940 Act) of
Deloitte & Touche LLP as independent accountant for the Fund for the fiscal
year 1999. In addition to 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 has served as the Fund's
independent accountant since the Fund's inception and 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 as the Fund'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 forthwith without any penalty. No representative of
Deloitte & Touche LLP is expected to attend the Meeting of
Shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF DELOITTE & TOUCHE LLP
OTHER MATTERS
Neither the persons named in the enclosed Proxy nor the Board of Directors are
aware of any matters that will be presented for action at the meeting other
than the matters described above. If any other matters requiring a vote of
shareholders arise, the Proxies will confer upon the person or persons entitled
to vote the shares they represent a discretionary authority to vote the Shares
in respect to any such other matters described above. If in accordance with
their best judgment in the interest of the Fund and its shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Fund, at the
Fund's principal executive offices, 333 South Hope Street, Los Angeles, CA
90071. Any such proposals must comply with the requirements of rule 14a-8 under
the Securities Exchange Act of 1934.
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 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 be
considered until such a meeting is held.
GENERAL INFORMATION
Capital Research and Management Company is the investment adviser to the Fund
and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135 South
State College Boulevard, Brea, CA 92821. American Funds Distributors, Inc. is
the principal underwriter of the Fund's shares and is located at the Los
Angeles and Brea addresses above and also at 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Fund. The Fund will pay the cost of soliciting proxies, consisting of
printing, handling and mailing of the Proxies and related materials. In
addition to solicitation by mail, certain officers and directors of the Fund,
who will receive no extra compensation for their services, may solicit by
telephone, telegram or personally. WE URGE ALL SHAREHOLDERS TO 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 333 SOUTH HOPE STREET, LOS ANGELES,
LOS ANGELES, CA 90071 OR BY TELEPHONING 800/421-0180. THESE REQUESTS WILL BE
HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
By Order of the Board of Directors
/s/ Julie F. Williams
JULIE F. WILLIAMS
Secretary
September 27, 1999
EXHIBIT A
THE BOND FUND OF AMERICA, INC.
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION OF THE FUND
AUTHORIZING THE BOARD OF DIRECTORS TO CREATE NEW CLASSES AND SERIES
OF CAPITAL STOCK, AND REDUCING THE PAR VALUE
The following text shows those provisions of the Articles of Incorporation of
the Fund that are 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 (1,000,000,000) shares of
capital stock (par value $0.001 per share), to one million dollars
($1,000,000,).
(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 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 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"), 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 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 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 times established by
the Board of Directors under such program or procedure.
Dividends and distributions may be paid in cash, property or additional shares
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.
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 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 majority of the Board of
Directors then in office, without any action by the holders 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 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 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
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.
(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.
* * *
VII.
PROXY CARD THE BOND FUND OF AMERICA, INC.
PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 22, 1999
The undersigned hereby Michael J. Downer, Paul G. Haaga, Jr., Anthony W. Hynes,
Jr., and Julie F. Williams, and each of them, his/her true and lawful agents
and proxies with full power of substitution to represent the undersigned at the
Meeting of Shareholders to be held at the Office of the Fund, 333 South Hope
Street, 55th Floor, Los Angeles, California, on Monday, November 22, 1999 at
10:00 a.m., on all matters coming before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER YOU DIRECTED. IF
NO DIRECTION IS GIVEN, WITH RESPECT TO ANY PARTICULAR ITEM, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN ITEM 1 AND FOR ITEMS 2, 3, 4 AND 5.
CONTROL NUMBER:
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. JOINT OWNERS
SHOULD EACH SIGN INDIVIDUALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL
CORPORATE NAME BY AN AUTHORIZED OFFICER. FIDUCIARIES SHOULD GIVE FULL TITLES.
Signature
Signature of joint owner, if any
Date
THE BOND FUND OF AMERICA, INC.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
<TABLE>
<CAPTION>
1. Election of Directors: FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
<S> <C> <C> <C> <C> <C>
01 Richard G. Capen 06 Leonard R. Fuller [] [] ]
02 H. Frederick 07 Abner D. Goldstine
Christie
03 Don R. Conlan 08 Paul G. Haaga, Jr.
04 Diane C. Creel 09 Richard G. Newman
05 Martin Fenton 10 Frank M. Sanchez
</TABLE>
To withhold your vote for any individual nominee, mark the "For All Except"
box
and write the nominee's number on the line provided below.
_____________________________________________________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
2. Approval of amendments to Articles of
Incorporation
authorizing the Board to create new classes
and series of capital stock: [] [] []
3. Approval of an amendment to the Articles of
Incorporation reducing the par value
per share: [] [] []
4. Approval of the proposed changes to the Fund's
investment restrictions:
4A. Amend restriction regarding diversification and [] [] []
industry concentration
4B. Eliminate restriction on pledging assets [] [] []
4C. Eliminate restriction regarding affiliated [] [] []
ownership
4D. Reclassify restriction regarding purchasing
securities of other investment
companies as a non-fundamental restriction [] [] []
5. Ratification of selection of Deloitte & Touche [] [] []
LLP as independent accountant:
</TABLE>
In their discretion, upon other matters as may properly come before the
meeting.
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS BY PROMPTLY RETURNING THE ENCLOSED PROXY.
