The American Funds Income Series
U.S. GOVERNMENT SECURITIES FUND
----------------
NOTICE OF MEETING OF SHAREHOLDERS
OCTOBER 28, 1999
----------------
TO THE SHAREHOLDERS OF
U.S. GOVERNMENT SECURITIES FUND:
A Meeting of Shareholders of U.S. Government Securities Fund (the "Fund") will
be held at the offices of The Capital Group Companies, Inc., 11100 Santa Monica
Boulevard, 15th floor, Los Angeles, California, on Thursday, October 28, 1999
at 9:00 a.m., local time, to consider and vote on the following matters
described under the corresponding numbers in the accompanying Proxy Statement:
(1) election of a Board of 10 Trustees;
(2) ratification of the selection of Deloitte & Touche LLP as independent
accountant for the Fund for the fiscal year 2000;
(3) such other matters as may properly come before the meeting.
You are entitled to vote if you held shares of the Fund at August 24, 1999.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF
A MAJORITY OF THE SHARES OF THE FUND OUTSTANDING ON THE RECORD DATE ARE PRESENT
IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF 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,
Julie F. Williams
Secretary
September 13, 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 IN ORDER 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.
<PAGE>
U.S. GOVERNMENT SECURITIES FUND
333 South Hope Street, Los Angeles, California
PROXY STATEMENT
MEETING OF SHAREHOLDERS
OCTOBER 28, 1999
----------------
The enclosed Proxy is solicited by the Board of Trustees of the Fund in
connection with the Meeting of Shareholders to be held on Thursday, October 28,
1999. Every Proxy returned in time to be voted at the meeting will be voted
and, if a specification is made with respect to any proposal, the Proxy will be
voted accordingly. If no specification is made, 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 13,
1999.
At the close of business on August 24, 1999, the record date fixed by the Board
of Trustees for the determination of shareholders entitled to notice of and to
vote at the meeting, there were outstanding 104,346,976 shares of beneficial
interest, the only authorized class of 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 Trustees (Item 1), the 10 nominees receiving
the highest number of votes shall be deemed to be elected. The vote required to
approve Item 2 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 a period or
periods of not more than 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
below nominated directors and in favor of all proposals. Shareholders who
return Proxies marked as abstaining from voting on one or more proposals are
treated as being present at the meeting for purposes of obtaining the quorum
necessary to hold the meeting, but are not counted as part of the vote
necessary to approve the proposal(s). If brokers holding Shares for their
customers in Street Name have not received instructions and are not authorized
to vote without instruction, those Shares also will be treated as abstentions.
1. ELECTION OF TRUSTEES.
Ten Trustees 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 Trustees'
terms will be indefinite in length. All of the nominees for Trustee except
Richard G. Capen, Jr., Don R. Conlan, Diane C. Creel, Leonard R. Fuller, and
Frank M. Sanchez were elected by the shareholders at the meeting held on June
15, 1992. Diane C. Creel and Leonard R. Fuller were elected by the Trustees on
September 22, 1994; Don R. Conlan was elected by the Trustees on December 16,
1996. Richard G. Capen, Jr. and Frank M. Sanchez have been nominated by the
Trustees. Herbert Hoover III, a Trustee since 1985, has reached the Fund's
retirement age and is not seeking re-election.
Each of the nominees has agreed to serve as Trustee 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 Trustees for such other nominee as the present
Trustees may recommend. The table below sets forth certain information
regarding the nominees.
<TABLE>
<CAPTION>
NAME OF CURRENT PRINCIPAL YEAR MEMBERSHIPS ON SHARES BENEFICIALLY
NOMINEE OCCUPATION AND FIRST BOARD OWNED, DIRECTLY OR
(POSITION PRINCIPAL EMPLOYMENT ELECTED OF OTHER INDIRECTLY, AT
WITH FUND) DURING PAST FIVE A REGISTERED AUGUST 24, 1999
AND AGE YEARS # TRUSTEE INVESTMENT
COMPANIES AND
PUBLICLY HELD
COMPANIES
<S> <C> <C> <C> <C> <C>
Fund The
American
Funds
Group
Richard G. Corporate Director Nominee The American 79 33,192
Capen, Jr. and author; former Funds Group:
(Nominee) United States (Director/Trustee -
63 Ambassador to Spain; 5 other funds)
former Vice Chairman
of the Board, Knight
Ridder, Inc.; former
Chairman and
Publisher, The Miami
Herald
H. Frederick Private investor. 1985 The American Funds 3,352 382,158
Christie Former President and Group:
(Trustee) Chief Executive Officer, (Director/Trustee -
66 the Mission Group (non- 18 other funds)
utility holding company, The American Variable
subsidiary of Southern Insurance Series
California Edison
Company)
Don R. President (retired), 1996 The American 79 1,754,110+
Conlan * The Capital Group Funds Group:
(Trustee) Companies, Inc. (Director/Trustee -
63 11 other funds)
Diane C. CEO and President, 1994 The American 79 2,759
Creel The Earth Technology Funds Group: (Director/Trustee
(Trustee) Corporation - 11 other funds)
50 (international Allegheny
consulting Teledyne
engineering) Incorporated
B. F. Goodrich
Martin Chairman, Senior 1989 The American 391 28,733
Fenton Resource Group, LLC Funds Group:
(Trustee) (development and (Director/Trustee -
64 management of senior 13 other funds)
living communities) The American Variable
Insurance Series
Raintree Healthcare
Corporation
Leonard R. President, Fuller 1994 The American 79 6,394
Fuller Consulting (financial Funds Group:
(Trustee) management consulting (Director/Trustee
52 firm) - 11 other funds)
The American
Variable
Insurance Series
Abner D. Capital Research and 1985 The American 15,948 + 2,832,470+
Goldstine* Management Company, Funds Group:
(Vice Senior Vice President (Director/Trustee -
Chairman and Director 11 other funds)
and
Trustee)
69
Paul G. Capital Research and 1992 The American 801+ 461,667+
Haaga, Jr. Management Company, Funds Group:
* (Chairman Executive Vice (Director/Trustee -
of the President and 13 other funds)
Board) 50 Director
Richard G. Chairman, President and 1991 The American Funds 184 43,391
Newman CEO AECOM Technology Group:
(Trustee) Corporation (Director/Trustee -
64 (architectural 12 other funds)
engineering)
Frank M. Principal, The Nominee The American 157 8,838
Sanchez Sanchez Family Funds Group:
(Nominee) Corporation dba (Director/Trustee -
55 McDonald's 3 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 his affiliation with Capital Research and Management Company (the
Investment Adviser).
+ Includes Shares beneficially held under a master retirement plan.
Capital Research and Management Company manages The American Funds Group
consisting of 29 funds: AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc. The Cash Management
Trust of America, Capital Income Builder, Inc., Capital World Growth and Income
Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, 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., managed by Capital
Research and Management Company. Capital Research and Management Company also
manages American Variable Insurance Series and Anchor Pathway Fund which serve
as the underlying investment vehicles for certain variable insurance contracts
and Endowments, whose shareholders are limited to (I) any entity exempt from
taxation under Section 501(c)(3) 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 Diane C. Creel, Martin Fenton and
Richard G. Newman. The function of the Committee includes such specific matters
as recommending the independent accountant to the Board of Trustees, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Trustees and/or the Committee.
The Fund has a Nominating Committee which is composed of all Trustees 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 Trustees nominees for election as Trustees 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.
Suggestions must be received by the Fund's Secretary before the end of the
Fund's fiscal year to be eligible for consideration for nomination at or before
the next meeting of shareholders.
The Fund has a Contracts Committee which is composed of all Trustees 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 proposed to enter into, renew or
continue prior to voting thereon, and to make its recommendations to the full
Board of Trustees on these matters.
Each Trustee is paid a fee of $2,500 per annum plus $200 for each Board of
Trustees meeting attended and $200 for each meeting attended as a member of a
committee of the Board of Trustees.
There were four Board of Trustees, two Audit Committee, one Contracts
Committee, and two Nominating Committee meetings during the year ended August
31, 1998. All incumbent Trustees 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 Trustees other than
Trustees fees, which are paid to those Trustees who are unaffiliated with the
Investment Adviser as described below.
<TABLE>
<CAPTION>
TRUSTEE COMPENSATION AGGREGATE COMPENSATION TOTAL COMPENSATION TOTAL NUMBER
TRUSTEE OR NOMINEE (INCLUDING VOLUNTARILY (INCLUDING VOLUNTARILY OF FUND BOARDS
DEFERRED DEFERRED COMPENSATION) ON WHICH
COMPENSATION/1/) FROM ALL FUNDS MANAGED TRUSTEE SERVES /2/
FROM THE FUND DURING BY CAPITAL RESEARCH AND
FISCAL YEAR ENDED MANAGEMENT COMPANY)
8/31/98 DURING THE FISCAL YEAR
ENDED 8/31/98
<S> <C> <C> <C>
Richard G. Capen, Jr. none/3/ $33,050/4/ 5
H. Frederick Christie $4,211/5/ 171,100 19
Don R. Conlan none/6/ none/6/ 12
Diane C. Creel 3,900/5/ 44,650 12
Martin Fenton 4,625/5/ 122,084 15
Leonard R. Fuller 4,267/5/ 51,850 13
Abner D. Goldstine none/6/ none/6/ 12
Paul G. Haaga, Jr. none/6/ none/6/ 14
Richard G. Newman 4,654/5/ 102,650 13
Frank M. Sanchez none/3/ none/3/ none
</TABLE>
1 Amounts may be deferred by eligible Trustees 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 Trustee.
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 Trustees of
the Fund and as such have not received any remuneration from the Fund as of
this time.
4 Richard G. Capen, Jr. received remuneration from five other funds which he
served during the fiscal year ended 12/31/98.
5 Since the deferred compensation plan's adoption in 1993, the total amount of
deferred compensation accrued by the Fund (plus earnings thereon) for
participating Trustees is as follows: H. Frederick Christie ($8,475), Diane
C. Creel ($1,104), Martin Fenton ($10,861), Leonard R. Fuller ($5,591) and
Richard G. Newman ($24,683).
6 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 (POSITION WITH FUND) PRINCIPAL OCCUPATION /1/ OFFICER CONTINUOUSLY
AND AGE SINCE /2/
<S> <C> <C>
John H. Smet Vice President, 1993
(President and PEO) Capital Research and Management Company
42
Michael J. Downer Senior Vice President - Fund Business 1994
(Vice President) Management Group,
44 Capital Research and Management Company
Julie F. Williams Vice President - Fund Business Management 1985
(Secretary) Group,
51 Capital Research and Management Company
Anthony W. Hynes, Jr. Vice President - Fund Business Management 1993
(Treasurer) 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 are elected to 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 TRUSTEES AND OFFICERS AS A GROUP OWNED
BENEFICIALLY FEWER THAN 1% OF THE SHARES OUTSTANDING ON AUGUST 24, 1999.
2. RATIFICATION OF THE SELECTION BY THE BOARD OF TRUSTEES OF DELOITTE & TOUCHE
LLP AS INDEPENDENT PUBLIC ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of Trustees
(including a majority of the Trustees who are not "interested persons"of the
Fund as that term is defined in the 1940 Act) of the firm of Deloitte & Touche
LLP as independent accountant for the Fund for the fiscal year 2000. 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 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 the firm of
Deloitte & Touche LLP is expected to attend the Meeting of Shareholders.
THE BOARD OF TRUSTEES 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 Trustees are
aware of any matters that will be presented for action at the meeting other
than the matters set forth herein. 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 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 Massachusetts, where the Fund is organized, 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, it is not anticipated that the
Fund will 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 Trustees 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 Trustees
JULIE F. WILLIAMS
Secretary
September 13, 1999
THIS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT HAS BEEN PRINTED ON RECYCLED
PAPER THAT MEETS THE GUIDELINES OF THE UNITED STATES ENVIRONMENTAL PROTECTION
AGENCY.
<PAGE>
PROXY CARD U.S. GOVERNMENT SECURITIES FUND PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 28, 1999
The undersigned hereby appoints 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 Capital Group
Companies, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, California,
on Thursday, October 28, 1999 at 9:00 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 ITEM 2.
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
U.S. GOVERNMENT SECURITIES FUND
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
<TABLE>
<CAPTION>
1. Election of Trustees: FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
<S> <C> <C> <C> <C>
01 Richard G. Capen 06 Leonard R. Fuller
02 H. Frederick Christie 07 Abner D. Goldstine [] [] []
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>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. 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.
