<PAGE>
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 [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
American Variable Insurance Series
- - - - -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMERICAN VARIABLE INSURANCE SERIES
________
GROWTH FUND
INTERNATIONAL FUND
GROWTH-INCOME FUND
ASSET ALLOCATION FUND
HIGH-YIELD BOND FUND
U.S. GOVERNMENT/AAA-RATED SECURITIES FUND
CASH MANAGEMENT FUND
________
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 14, 1995
________
TO THE SHAREHOLDERS OF
AMERICAN VARIABLE INSURANCE SERIES:
A Meeting of Shareholders of the Funds comprising American Variable Insurance
Series (the "Series") will be held at the offices of the Series, 333 South Hope
Street, 51st Floor, Los Angeles, California 90071 on Tuesday, March 14, 1995 at
10:00 a.m., Los Angeles time. The Series consists of seven Funds each of which
represents a separate fully managed portfolio of securities with its own
objective(s) and policies. The meeting is being held to consider and vote on
the following matters for each Fund as indicated in the table below and
described under the corresponding numbers in the accompanying Proxy Statement:
<TABLE>
<CAPTION>
ITEMS GROWTH INTERNATIONAL GROWTH ASSET HIGH-YIELD U.S. CASH
- INCOME ALLOCATION BOND GOVT/ MANAGEMENT
AAA-RATED
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of X X X X X X X
Trustees
2. Proposal to X X X X X X N/A
amend a
fundamental policy
regarding the
purchase of loan
participations
3. Ratification of X X X X X X X
Independent
accountants
4. Such other X X X X X X X
matters as may
properly come
before the meeting
</TABLE>
The Board of Trustees has fixed the close of business on January 6, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
Each insurance company that uses the Series as an underlying investment in its
separate account(s) is required to vote shares of the Series as instructed by
its contract owners. Shares of the Series for which no voting instructions are
received will be voted by the participating insurance companies in the same
proportion as shares for which voting instructions have been received.
Accordingly, this Notice of Meeting of Shareholders has been sent to you as a
contract owner. The votes you submit by proxy will be voted by your insurance
company as you instruct; if you do not vote, the shares corresponding to your
contract account will be voted in proportion to the voting instructions
submitted by others, as described above. IF YOU HAVE MORE THAN ONE CONTRACT
ACCOUNT, YOU WILL RECEIVE A PROXY FOR EACH FUND FOR EACH OF YOUR CONTRACT
ACCOUNTS.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF
A MAJORITY OF THE SHARES OF EACH 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 TRUSTEES. THE PROXY IS
REVOCABLE, AND YOUR SIGNING WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE
EVENT THAT YOU ATTEND THE MEETING.
By Order of the Board of Trustees
Chad L. Norton
SECRETARY
February 13, 1995
IMPORTANT
YOUR VOTE IS VERY IMPORTANT. BY PROMPTLY MARKING, SIGNING AND RETURNING THE
ENCLOSED PROXY YOU WILL HELP THE FUNDS AVOID THE ADDITIONAL EXPENSES OF MAKING
FURTHER SOLICITATIONS. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
PROXY STATEMENT
The enclosed Proxy is solicited by the Board of Trustees of the Series in
connection with the Meeting of Shareholders of the Growth, International,
Growth-Income, Asset Allocation, High-Yield Bond, U.S. Government/AAA-Rated
Securities Fund and Cash Management Funds to be held on March 14, 1995. The
proxies will be voted by the insurance company separate account(s) which are
the record holders of the Series' shares (the "Insurance Companies"). Because
you, as a contract owner, hold a variable insurance contract issued by one of
the Insurance Companies which has invested your insurance premiums in the
Series for your benefit, you have the right to instruct your Insurance Company
as to voting the shares represented by your contract. Every Proxy returned in
time to be voted at the meeting will be voted, and if no specification is made
with respect to any proposal, the Proxy will be voted in favor of each proposal
by the Insurance Companies. In accordance with applicable rules of the
Securities and Exchange Commission and the terms of the insurance contracts
issued by the Insurance Companies, all proxies for which voting instructions
have not been received will automatically be voted proportionately in the same
manner as those to which voting instructions have been received. Anyone having
submitted a Proxy may revoke it prior to its exercise, either by filing with
his or her Insurance Company a written notice of revocation, or by delivering a
duly executed Proxy bearing a later date. This Proxy was first mailed to
shareholders on or about February 13, 1995.
The Series is a fully managed, diversified, open-end investment company. The
Series consists of seven Funds each of which represents a separate fully
managed portfolio of securities with its own investment objective(s) and
policies. At the close of business on January 6, 1995, the record date fixed by
the Board of Trustees for the determination of shareholders entitled to notice
of and to vote at the meeting, the following were the outstanding Share
balances in the Funds for which a meeting of shareholders is being held:
Growth Fund, 66,668,039 shares; International Fund, 111,992,282 shares;
Growth-Income Fund, 114,746,013 shares; Asset Allocation Fund, 58,249,039
shares; High-Yield Bond Fund, 31,449,039 shares; U.S. Government/AAA-Rated
Securities Fund, 102,843,109 shares; and Cash Management Fund, 18,461,398
shares.
Each Share is entitled to one vote. No contract owner is known by any Series to
own beneficially 5% or more of such Shares.
Shareholders of each Fund will vote separately on each of these matters and
each Fund's votes will be tabulated separately. With respect to the election of
Trustees (Item 1), the nine nominees receiving the highest number of votes
shall be deemed to be elected. The vote required to approve Items 2 and 3 is
the affirmative vote of the lesser of (a) 67% or more of all shares present and
entitled to vote at the meeting, provided the holders or more than 50% of all
outstanding shares are present or represented by proxy, or (b) more than 50% of
all outstanding shares.
In the event that sufficient votes are not received by the meeting date, a
person named as proxy may propose one or more adjournments of the meeting for a
period or periods of not more than 120 days in the aggregate to permit further
solicitation of Proxies. The persons named as proxies will vote all Proxies in
favor of such adjournment.
1. ELECTION OF TRUSTEES
Nine Trustees are to be elected at the meeting, each to hold office until a
successor is elected and qualified. Because it is not anticipated that meetings
of shareholders will be held each year, the Trustees' terms will be indefinite
in length. All the nominees for Trustee except H. Frederick Christie, Martin
Fenton, Jr., Mary Myers Kauppila and James F. Rothenberg were elected by
shareholders at a Meeting held June 17, 1991. Mr. Christie and Mrs. Kauppila
were elected by the Trustees effective February 1, 1994. Mr. Fenton and Mr.
Rothenberg each have been nominated by the Board of Trustees and have agreed to
serve as Trustee if elected. Gleeson L. Payne a Trustee since 1987 and Hugh J.
Shumaker a Trustee since the Series' inception in 1983, have retired and are
not standing for reelection.
Each of the nominees has agreed to serve as Trustee if elected. If, due to
presently unforeseen circumstances, any nominee should not be available for
election, the persons named as proxies will vote the signed but unmarked
Proxies and those marked for the nominated Trustee for such other nominee as
the present Trustees may recommend. The table below sets forth certain
information regarding the nominees.
<TABLE>
<CAPTION>
NAME OF NOMINEE CURRENT PRINCIPAL YEAR FIRST MEMBERSHIPS ON BOARDS OF OTHER
(POSITION WITH SERIES) OCCUPATION ELECTED A REGISTERED INVESTMENT
AND AGE AND PRINCIPAL EMPLOYMENT TRUSTEE COMPANIES
DURING PAST FIVE YEARS # AND PUBLICLY HELD COMPANIES
<S> <C> <C> <C>
CHARLES H. BLACK /1/ /2/ /3/ Private Investor and 1983 The American Funds Group
(Trustee) consultant; former (Director of three funds)
68 Executive Vice President JMC Group, Inc.
and Director, Pacific Stock Exchange, Inc.
Kaiser Steel Corporation (Governor)
Wilshire Technologies, Inc.
H. FREDERICK CHRISTIE + /3/ Private Investor; former 1994 The American Funds Group
(Trustee) President, The Mission (Director/Trustee of 17
61 Group (non-utility holding funds)
company, subsidiary of Ducommun Inc.
Southern California Edison Great Western Financial
Company) Corporation
IHOP Corp.
Ultramar Corporation
JOE E. DAVIS /1/ /2/ /3/ Private Investor; former 1991 BMC Industries, Inc.
(Trustee) Chairman of the Board, Freymiller Trucking, Inc.
60 Linear Corporation; former Wilshire Technologies, Inc.
President and Chief
Executive Officer, National
Health Enterprises, Inc.
MARTIN FENTON, JR. Chairman, Senior Resource Nominee The American Funds Group
(Trustee Nominee) Group, Inc. (management of (Director/Trustee of 15
59 senior living centers) funds)
America First REIT, Inc.
RICHARD H.M. HOLMES* Retired; former Vice 1983 The American Funds Group
(Trustee) President, Capital Research (Director of three funds)
69 and Management Company
MARY MYERS KAUPPILA /3/ Founder and President, 1994 The American Funds Group
(Trustee) Energy Investment, Inc. (Director of three funds)
40
JAMES F. ROTHENBERG** President and Director, Nominee
(President) Capital Research and
48 Management Company
THOMAS E. TERRY** Retired; former Vice 1991 Bond Portfolio for Endowments
(Chairman of the Board) President and Secretary, Endowments
57 Capital Research and
Management Company
LEONARD WEIL /1/ /2/ /3/ Consultant; President 1991
(Trustee) Emeritus, Manufacturers
72 Bank
</TABLE>
____
The American Funds Group consists of 28 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.,
Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World
Growth and Income Fund, Inc., The Cash Management Trust of America, 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., 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. Government Securities Fund, The U.S. Treasury
Money Fund of America and Washington Mutual Investors Fund, Inc. Capital
Research and Management Company also manages Anchor Pathway Fund which serves
as the underlying investment vehicle for variable insurance contracts; and Bond
Portfolio for Endowments, Inc. and Endowments, Inc. whose shares may be owned
only by tax-exempt organizations.
# Corporate positions, in some instances, may have changed during the
period.
+ May be deemed an "interested person" of the Series within the meaning of
the Investment Company Act of 1940 (the "1940 Act"), due to membership on the
board of directors of the parent company of a registered broker-dealer.
* Not considered an "interested person" of the Series within the meaning of
the 1940 Act, but does not participate on the Contracts or Nominating
Committees due to former affiliation with the Investment Adviser.
** Is considered an "interested person" of the Series within the meaning of
the 1940 Act on the basis of affiliation with the Investment Adviser.
/1/ The Series has an Audit Committee comprised of the above-designated
Trustees. The function of the Committee includes such specific matters as
recommending independent public accountants to the Board of Trustees, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate by the Board of Trustees and/or the Committee.
/2/ The Series has a Nominating Committee comprised of the above-designated
Trustees. The Nominating Committee's functions include selecting and
recommending to the full Board of Trustees nominees for election as Trustees of
the Series. While the Nominating Committee is normally 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 Series' Secretary, and must be
accompanied by complete biographical and occupational data on the prospective
nominee, along with the written consent of the prospective nominee to
consideration of his or her name by the Nominating Committee. See also
"Shareholder Proposals and Annual Meetings."
/3/ The Series has a Contracts Committee comprised of the above-designated
Trustees. The Contracts Committee's function is to request, review and consider
the information deemed necessary to evaluate the terms of the Series'
investment advisory agreement that each Fund proposes to enter into, renew or
continue prior to voting thereon, and to make its recommendations to the full
Board of Trustees on these matters.
TRUSTEE COMPENSATION:
(FOR FISCAL YEAR ENDED NOVEMBER 30, 1994)
<TABLE>
<CAPTION>
TRUSTEE OR NOMINEE AGGREGATE COMPENSATION TOTAL COMPENSATION TOTAL NUMBER
(INCLUDING VOLUNTARILY FROM ALL FUNDS OF FUND
DEFERRED COMPENSATION /1/) MANAGED BY CAPITAL BOARDS
FROM SERIES DURING RESEARCH ON WHICH
FISCAL YEAR ENDED 11/30/94 AND MANAGEMENT COMPANY TRUSTEE
SERVES
<S> <C> <C> <C>
Charles H. Black $22,500 $102,300 4
H. Frederick 15,700 127,183 18
Christie
Joe E. Davis 23,100 23,100 1
Martin Fenton, Jr. none/2/ 93,050 16
Richard H.M. Holmes 19,500 56,700 4
Mary Myers Kauppila 16,089/3/ 67,200 4
James F. Rothenberg none/4/ none/4/ 1
Thomas E. Terry none/4/ none/4/ 3
Leonard Weil 23,100 65,750 1
</TABLE>
____
/1/ Amounts may be deferred by eligible Trustees under a non-qualified deferred
compensation plan adopted by the Series 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 Trustee.
/2/ Trustee nominee has received no remuneration to date from the Series.
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the Series (plus earnings thereon) for participating Trustees is as
follows: Mary Myers Kauppila ($16,089). Amounts deferred and accumulated
earnings thereon are not funded and are general unsecured liabilities of the
Series until paid to the Trustee.
/4/ James F. Rothenberg and Thomas E. Terry are affiliated with the Investment
Adviser and, accordingly, receive no remuneration from the Series.
EACH UNAFFILIATED TRUSTEE IS PAID A FEE OF $15,000 PER ANNUM PLUS $1,200 FOR
EACH BOARD OF TRUSTEES MEETING ATTENDED AND $600 FOR EACH MEETING ATTENDED AS A
MEMBER OF A COMMITTEE OF THE BOARD OF TRUSTEES.
THERE WERE FIVE BOARD OF TRUSTEES, TWO AUDIT COMMITTEE, TWO NOMINATING
COMMITTEE AND ONE CONTRACTS COMMITTEE MEETINGS DURING THE FISCAL YEAR ENDED
NOVEMBER 30, 1994. ALL OF THE INCUMBENT TRUSTEES ATTENDED AT LEAST 75% OF THE
TOTAL MEETINGS OF THE BOARD AND OF THE COMMITTEES OF WHICH THEY WERE MEMBERS.
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION /1/ OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND AGE SINCE /2/
<S> <C> <C>
JAMES K. DUNTON Capital Research and Management Company, 1993
(SENIOR VICE PRESIDENT) SENIOR VICE PRESIDENT AND DIRECTOR
57
ABNER D. GOLDSTINE Capital Research and Management Company, 1993
(SENIOR VICE PRESIDENT) SENIOR VICE PRESIDENT AND DIRECTOR
65
MICHAEL J. DOWNER Capital Research and Management Company, 1991
(VICE PRESIDENT) SENIOR VICE PRESIDENT-FUND BUSINESS
39 MANAGEMENT GROUP
CLAUDIA P. HUNTINGTON Capital Research Company, 1994
(VICE PRESIDENT) SENIOR VICE PRESIDENT
42
STEVEN N. KEARSLEY Capital Research and Management Company, 1993
(VICE PRESIDENT AND TREASURER) VICE PRESIDENT AND TREASURER
53
DINA N. PERRY Capital Research and Management Company, 1994
(VICE PRESIDENT) VICE PRESIDENT
49
JOHN H. SMET Capital Research and Management Company, 1994
(VICE PRESIDENT) VICE PRESIDENT
38
CHAD L. NORTON Capital Research and Management Company, 1994
(SECRETARY) VICE PRESIDENT-FUND BUSINESS MANAGEMENT
34 GROUP
</TABLE>
____
/1/ The occupations shown reflect the principal responsibilities of each
individual during the past five years. Corporate positions have in some
instances changed during this period.
/2/ Officers are elected to hold office until their respective successors are
elected or until they resign or are removed.
2. APPROVAL OF A PROPOSED AMENDMENT OF EACH FUND'S (WITH THE EXCEPTION OF THE
CASH MANAGEMENT FUND) FUNDAMENTAL INVESTMENT POLICY REGARDING THE PURCHASE OF
LOAN PARTICIPATIONS.
An investment restriction of the Growth, International, Growth-Income, Asset
Allocation, High-Yield Bond and U.S. Government/AAA-Rated Securities Funds
currently provides that each Fund ". . . will not make loans to others except
for (a) the purchase of debt securities; (b) entering into repurchase
agreements; and (c) the loaning of its portfolio securities." This restriction
is a fundamental policy of the Funds and, therefore, any proposed amendment to
the restriction must be submitted to the vote of shareholders.
The proposed amendment would confirm that the purchase of loan participations
would not violate the general prohibition on making loans. Loan participations
typically are made by a syndicate of banks to U.S. and non-U.S. corporate or
governmental borrowers for a variety of purposes. The underlying loans may be
secured or unsecured, and vary in term and structure. When purchasing such
instruments a Fund may assume the same risks that the original bank lender
assumed when the loan was made. In addition, if the loan is foreclosed, the
purchaser could be part owner of any collateral, and could bear the costs and
liabilities of owning and disposing the collateral. Loan participations
generally are not rated by major rating agencies and may not be subject to
securities laws. Loan participations may be liquid or illiquid. To the extent
these instruments are illiquid, a Fund may have difficulty determining their
value or selling the instruments as generally there is no secondary market. A
Fund will purchase these instruments only to the extent that such a purchase
would be consistent with a Fund's investment policies (regarding debt
securities and/or illiquid securities).
Capital Research and Management Company believes that the ability to purchase
certain selected loan participations would enable the Growth, International,
Growth-Income, Asset Allocation, High-Yield Bond and U.S. Government/AAA-Rated
Securities Funds to take advantage of additional investment opportunities which
would enhance their ability to accomplish their investment objectives. In
determining whether to purchase a particular loan participation, Capital
Research and Management Company would take into account all relevant factors
including the instrument's potential volatility, liquidity, risks (including
whether a Fund could be put in an undesirable position as lender and/or owner
of collateral).
The Board of Trustees accordingly has determined that it is desirable that the
Growth, International, Growth-Income, Asset Allocation, High-Yield Bond and
U.S. Government/AAA-Rated Securities Funds amend their investment restriction
regarding loans to read that each Fund ". . . will not make loans to others
except for (a) the purchase of debt securities; (b) entering into repurchase
agreements; (c) the loaning of its portfolio securities; and (d) entering into
loan participations."
THE BOARD OF TRUSTEES HAS APPROVED THE PROPOSED AMENDMENT AND RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THE AMENDMENT.
3. RATIFICATION OR REJECTION OF SELECTION BY THE BOARD OF TRUSTEES OF
INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders are requested to ratify the selection by the Board of Trustees
(including a majority of Trustees who are not "interested persons" of the
Series as that term is defined in the 1940 Act) of the firm of Price Waterhouse
LLP as independent public accountants for the Series for the fiscal year ending
November 30, 1995. In addition to the normal audit services, Price Waterhouse
LLP will provide services in connection with the preparation and review of
federal and state tax returns for the Series. Price Waterhouse LLP has served
as the Series' independent public accountants since March 18, 1991, and has
advised the Series that it has no material direct or indirect financial
interest in the Series or its affiliates. No representative of the firm of
Price Waterhouse LLP is expected to attend the meeting of shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE RATIFICATION OF
THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
CURRENT FISCAL YEAR.
SHAREHOLDER PROPOSALS AND ANNUAL MEETINGS
Any shareholder proposals for inclusion in proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Series, at the
Series' principal executive offices, located at 333 South Hope Street, 51st
Floor, 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 law of Massachusetts, where the Series is organized, and the Series'
Declaration of Trust and By-Laws, the Series is not required to hold annual
meetings of shareholders unless a vote of shareholders is required under the
1940 Act to elect Trustees or for other purposes. Thus, any shareholder
proposal received will not be considered until a meeting is held and must be
received in sufficient time to be included in the notice of meeting for any
such shareholder meeting.
MISCELLANEOUS
The solicitation of the enclosed Proxy is made by and on behalf of the Board
of Trustees of the Series. The cost of soliciting proxies, consisting of
printing, handling and mailing of the Proxies and related materials, will be
paid by the Series. In addition to solicitation by mail, certain officers or
Trustees of the Series or employees of the Investment Adviser, who will receive
no extra compensation for their services, may solicit by telephone, telegram or
personally.
Neither the persons named in the enclosed Proxy nor the Board of Trustees are
aware of any matters that will be presented for action at the meeting other
than the matters set forth herein. Should any other matters requiring a vote of
shareholders arise, the Proxies in the accompanying form will confer upon the
person or persons entitled to vote the shares represented by such Proxy
discretionary authority to vote the shares in respect to any such other matters
in accordance with their best judgment in the interest of the Series.
Capital Research and Management Company is the investment adviser to the
Series and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92621.
A COPY OF THE SERIES' MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT MAY BE
OBTAINED, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE SERIES AT 333
SOUTH HOPE STREET, 52ND FLOOR, LOS ANGELES, CA 90071, OR BY TELEPHONING
800/421-0180. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF
RECEIPT.
By Order of the Board of Trustees
Chad L. Norton
SECRETARY
February 13, 1995
PROXY CARD
PROXY AMERICAN VARIABLE INSURANCE SERIES
PROXY SOLICITED ON BEHALF The undersigned hereby appoints Chad L. Norton,
OF THE BOARD OF TRUSTEES James F. Rothenberg and Thomas E. Terry, each
OF THE SERIES FOR THE of them, his/her true and lawful agents and
MEETING OF SHAREHOLDERS proxies with full power of substitution to
TO BE HELD MARCH 14, 1995 represent the undersigned at the Meeting of
Shareholders to be held at the offices of the
Series, 333 S. Hope Street, 51st Floor, Los
Angeles, California, 90071 on Tuesday,
March 14, 1995 at 10:00 a.m., on all matters
coming before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
BY THE INSURANCE COMPANY WHICH ISSUED YOUR
VARIABLE CONTRACT IN THE MANNER YOU DIRECTED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN ITEM 1 AND FOR ITEMS
2 AND 3.
Please sign exactly as your name(s) appear on
this card.
- - - - ---------DETACH ALONG PERFORATION AND RETURN IN THE ENVELOPE PROVIDED---------
IMPORTANT
Shareholders can help the series avoid the necessity and expense of sending
follow-up letters by promptly returning the enclosed proxy.
IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE [LOGO]
- - - - - Please fill in the ovals // in red or black ink. Acccount Number:
- - - - - Sign and date your proxy.
- - - - - Detach proxy and return promptly in the enclosed
envelope, which requires no postage if mailed in
the United States.
ADDRESS CORRECTION
If address is not correct as shown, please make
correction on this form, DETACH FROM PROXY and
return to: American Variable Insurance Series
in the enclosed envelope.
IMPORTANT-PLEASE DETACH ALONG PERFORATION
AMERICAN VARIABLE INSURANCE SERIES PROXY
GROWTH FUND, INTERNATIONAL FUND, GROWTH-INCOME FUND,
ASSET ALLOCATION FUND, HIGH-YIELD BOND FUND,
U.S. GOVERNMENT/AAA-RATED SECURITIES FUND AND CASH
MANAGEMENT FUND
1. Election of Directors: // To vote for all nominees <
// To withhold your vote from all nominees
- - - - - Charles H. Black - H. Frederick Christie - Joe E. Davis
- - - - - Mary Myers Kaupplia - James F. Rothenburg - Thomas E. Terry
- - - - - Martin Fenton, Jr. - Richard H.M. Holmes
- - - - - Leonard Weil
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAMES(S)
ON THE LINE BELOW.
ACCOUNT NUMBER:
SHARES OWNED AS OF 01/06/95
- - - - ---------------------------------------
GROWTH FUND, INTERNATIONAL FUND,
GROWTH-INCOME FUND, ASSET ALLOCATION
FUND, HIGH-YIELD BOND FUND, U.S.
GOVERNMENT/AAA-RATED SECURITIES FUND
FOR AGAINST ABSTAIN
2. Proposal to amend the funds'
fundamental policy regarding // // //
the ability to make loans to
others:
GROWTH FUND, INTERNATIONAL FUND,
GROWTH-INCOME FUND, ASSET ALLOCATION
FUND, HIGH-YIELD BOND FUND, U.S.
GOVERNMENT/AAA-RATED SECURITIES FUND
AND CASH MANAGEMENT FUND
3. Ratification of selection of Price
Waterhouse as independent accountant: // // //
In their discretion, upon other
matters as may properly come before
the meeting.
SHAREHOLDER(S)
PLEASE SIGN
HERE x___________________________x__________________________
SIGNED SIGNED
___________________
(Date)
