<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
The American Funds Tax-Exempt Series II
The Tax-Exempt Fund of California
- -------------------------------------------------------------------------------
(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:
---------------------------------------------------------------------------
[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:
---------------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------------
Notes:
<PAGE>
THE AMERICAN FUNDS TAX-EXEMPT SERIES II
THE TAX-EXEMPT FUND OF CALIFORNIA
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 29, 1996
----------------
To the Shareholders of
The Tax-Exempt Fund of California:
A Special Meeting of Shareholders of The Tax-Exempt Fund of California (the
"Fund") will be held at the offices of the Fund, 333 South Hope Street, 51st
Floor, Los Angeles, California, on Thursday, February 29, 1996 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 nine Trustees;
(2) approval of a proposed amendment to the Fund's investment
restriction regarding the maximum percentage ownership of any class
of securities of an issuer;
(3) ratification of the selection, by the Board of Trustees, of
Deloitte & Touche LLP as independent accountant for the Fund for
the fiscal year 1996;
(4) such other matters as may properly come before the meeting.
The Board of Trustees has fixed the close of business on January 5, 1996 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
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
January 18, 1996
IMPORTANT
SHAREHOLDERS 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.
<PAGE>
THE AMERICAN FUNDS TAX-EXEMPT SERIES II
THE TAX-EXEMPT FUND OF CALIFORNIA
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
----------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 29, 1996
----------------
The enclosed Proxy is solicited by the Board of Trustees of the Fund in
connection with the Special Meeting of Shareholders to be held on Thursday,
February 29, 1996. 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. Anyone having submitted a Proxy may
revoke it 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 January 18, 1996.
At the close of business on January 5, 1996, 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 15,443,161.708 shares of
beneficial interest, the only authorized class of securities of the Fund. 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 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 of 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 may vote all
Proxies in favor of such adjournment. Signed but unmarked Proxies will be
voted for the below nominated Trustees 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). Where brokers holding
Fund 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.
<PAGE>
1.ELECTION OF TRUSTEES.
Nine 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 it is not anticipated that meetings of shareholders will be held each
year, the Trustees' terms will be indefinite in length. All of the nominees
for Trustee except Diane C. Creel and Leonard R. Fuller 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.
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 Trustees for such other nominee as
the present Trustees may recommend. The table below sets forth certain
information regarding the nominees.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED DIRECTLY OR
INDIRECTLY AT
JANUARY 5, 1996
CURRENT PRINCIPAL -----------------------
OCCUPATION AND YEAR MEMBERSHIPS ON BOARDS OF OTHER OTHER FUNDS
NAME OF NOMINEE PRINCIPAL EMPLOYMENT FIRST REGISTERED INVESTMENT IN THE
(POSITION WITH FUND) DURING PAST FIVE YEARS ELECTED A COMPANIES AND PUBLICLY HELD AMERICAN
AND DATE OF BIRTH # TRUSTEE COMPANIES FUND FUNDS GROUP
-------------------- ---------------------- --------- ------------------------------ ---- -------------
<S> <C> <C> <C> <C> <C>
H. FREDERICK Private Investor; The 1986 The American Funds Group 8,995.428 110,269.260
CHRISTIE+(2) Mission Group (non- (Director/Trustee of 16 other funds)
(Trustee) utility holding American Variable Insurance Series
7/10/33 company, subsidiary Ducommun Inc.
of Southern Great Western Financial Corporation
California Edison IHOP Corp.
Company), former Southwest Water Company
President Ultramar Corporation
DIANE C. CREEL(1)(2) The Earth Technology 1994 The American Funds Group 0 2,651.721
(Trustee) Corporation (Director/Trustee of 11 other funds)
11/7/48 (consulting Glendale Federal Bank
engineering), Teledyne Inc.
Chairwoman of the
Board, President and
CEO
MARTIN FENTON, Jr.(1)(2) Senior Resource 1989 The American Funds Group 307.314 30,879.746
(Trustee) Group, Inc. (Director/Trustee of 14 other funds)
6/13/35 (management of American Variable Insurance Series
senior living
centers), Chairman
LEONARD R. FULLER(2) Fuller & Company, 1994 The American Funds Group 61.881 1,087.767
(Trustee) Inc. (Director/Trustee of 11 other funds)
7/20/46 (management con-
sultants),
President
ABNER D. GOLDSTINE* Capital Research and 1986 The American Funds Group 1,846.154 665,918.724+
(President and Management Company, (Director/Trustee of 11 other funds)
Trustee) Senior Vice
12/26/29 President
and Director
PAUL G. HAAGA, Jr.* Capital Research and 1989 The American Funds Group 1,233.402 244,619.650+
(Chairman of Management Company, (Director/Trustee of 13 other funds)
the Board) Senior Vice
12/27/48 President
and Director
HERBERT HOOVER III(2) Private Investor 1986 The American Funds Group 4,624.502 1,075,554.528
(Trustee) (Director/Trustee of 13 other funds)
11/5/27
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED DIRECTLY OR
MEMBERSHIPS ON BOARDS OF INDIRECTLY AT
CURRENT PRINCIPAL OTHER JANUARY 5, 1996
OCCUPATION AND YEAR REGISTERED INVESTMENT --------------------
NAME OF NOMINEE PRINCIPAL EMPLOYMENT FIRST COMPANIES AND PUBLICLY THE
(POSITION WITH FUND) DURING PAST FIVE YEARS ELECTED A HELD AMERICAN
AND DATE OF BIRTH # TRUSTEE COMPANIES FUND FUNDS GROUP
-------------------- ---------------------- --------- ------------------------ ---- -----------
<S> <C> <C> <C> <C> <C>
RICHARD G. NEWMAN(1)(2) AECOM Technology 1991 The American Funds 140.090 17,430.796
(Trustee) Corporation, Group
11/22/34 (architectural (Director/Trustee of
engineering) 11 other funds)
Chairman of the Southwest Water
Board, Company
President and CEO
PETER C. VALLI(1)(2) BW/IP International, 1991 The American Funds 310.963 27,704.072
(Trustee) Inc., Group
2/1/27 (industrial (Director/Trustee of
manufacturing) 11 other funds)
Chairman
</TABLE>
- --------
The American Funds Group consists of 28 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., 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, which serves as
the underlying investment vehicle for certain variable insurance contracts,
and Bond Portfolio for Endowments, Inc. and Endowments, Inc. whose shares
may be owned only by tax-exempt organizations.
+ May be deemed an "interested person" of the Fund 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.
* Is considered an "interested person" of the Fund within the meaning of the
1940 Act on the basis of his affiliation with the Investment Adviser.
+ Includes shares beneficially owned under a retirement plan for employees of
Capital Research and Management Company and its affiliates.
# Corporate positions, in some instances, may have changed during the period.
(1) The Fund 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 audits and considering other
matters deemed appropriate by the Board of Trustees and/or the Committee.
(2) The Fund has a Nominating Committee and 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 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 prior to voting thereon, and to make its
recommendations to the full Board of Trustees on these matters. The
Nominating Committee's functions include selecting and recommending to the
full Board of Trustees nominees for election as Trustees of the Fund.
(Pursuant to rule 12b-1, the selection and nomination of Trustees who are
not "interested persons" of the Fund must be committed to the discretion
of the non-interested Trustees then in office.) 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 Fund's 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."
----------------
3
<PAGE>
Members of the Board of Trustees received travel expenses that were in the
aggregate less than $1,000. Each Trustee is paid a fee of $1,200 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, one Contracts Committee, and two Audit
Committee meetings during the fiscal year ended August 31, 1995. All incumbent
Trustees attended at least 75% of the total meetings of the Board and of the
committees of which they were members.
COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
(INCLUDING VOLUNTARILY FROM ALL FUNDS TOTAL NUMBER
DEFERRED COMPENSATION/1/) MANAGED BY CAPITAL OF FUND
FROM FUND DURING FISCAL RESEARCH AND BOARDS ON WHICH
NAME OF TRUSTEE YEAR ENDED 8/31/95 MANAGEMENT COMPANY TRUSTEE SERVES
--------------- ------------------------- ------------------ ---------------
<S> <C> <C> <C>
H. Frederick
Christie $2,309/2/ $136,600 18
Diane C. Creel 2,256 30,675 12
Martin Fenton,
Jr. 2,722/2/ 102,700 16
Leonard R. Fuller 2,111 31,575 12
Abner D.
Goldstine None/3/ None/3/ 12
Paul G. Haaga,
Jr. None/3/ None/3/ 14
Herbert Hoover
III 2,127 60,050 14
Richard G. Newman 2,741/2/ 39,050 12
Peter C. Valli 2,450/2/ 37,050 12
</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 results of one or more funds in The
American Funds Group as designated by the Trustee.
2 The total amount of deferred compensation accrued by the Fund (plus
earnings thereon) for participating Trustees is as follows: H. Frederick
Christie ($724), Martin Fenton, Jr. ($5,807), Richard G. Newman ($6,373)
and Peter C. Valli ($5,610). Amounts deferred and accumulated earnings
thereon are not funded and are general unsecured liabilities of the Fund
until paid to the Trustee.
3 Paul G. Haaga, Jr. and Abner D. Goldstine are affiliated with the
Investment Adviser and, accordingly, receive no compensation or expense
reimbursement from the Fund.
4
<PAGE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND DATE OF BIRTH PRINCIPAL OCCUPATION(1) SINCE(2)
- -------------------- ----------------------- ------------
<S> <C> <C> <C> <C>
Neil L. Capital Research and Management Company, 1989
Langberg
(Senior Vice President--Investment Management Group
Vice Presi-
dent)
7/30/53
Michael J. Capital Research and Management Company, 1994
Downer
(Vice Pres- Senior Vice President--Fund Business Management Group
ident)
2/25/55
Mary C. Hall Capital Research and Management Company, 1989
(Vice Pres- Senior Vice President--Fund Business Management Group
ident)
12/7/57
Julie F. Capital Research and Management Company, 1989
Williams
(Secretary) Vice President--Fund Business Management Group
8/7/48
Anthony W. Capital Research and Management Company, 1993
Hynes, Jr.
(Treasurer) Vice President--Fund Business Management Group
11/30/62
</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.
No officers, directors, or employees of Capital Research and Management
Company receive any compensation from the Fund. All officers and Trustees as a
group owned beneficially fewer than 1% of the Fund's shares outstanding on
January 5, 1996.
2. APPROVAL OF A PROPOSED AMENDMENT TO THE FUND'S INVESTMENT RESTRICTION
REGARDING THE MAXIMUM PERCENTAGE OWNERSHIP OF ANY CLASS OF SECURITIES OF AN
ISSUER.
An investment restriction of the Fund currently provides that it will not
purchase a security if, as a result, the Fund would own more than 10% of any
class of securities or of the total outstanding debt securities of an issuer.
The restriction is a fundamental policy and therefore any proposed amendment
to the restriction must be submitted to the vote of shareholders. Investment
Restriction No. 1 currently reads as follows:
"[T]he Fund may not:
1. Invest more than 5% of the value of its total assets in the securities of
any one issuer [or hold more than 10% of any class of securities of any one
issuer (for this purpose all indebtedness of an issuer shall be deemed a
single class)], provided that this limitation shall apply only to 75% of
the value of the fund's total assets and, provided further, that the
limitation shall not apply to obligations of the U.S. Government or its
agencies or instrumentalities;"
5
<PAGE>
The "10% of a class" limit set forth in the above restriction was adopted by
the Fund at the time of its organization in response to a policy then imposed
by state securities regulations. States had borrowed the concept from the
Internal Revenue Code diversification requirement providing that, as to at
least 50% of a mutual fund's assets, investment positions must represent no
more than 10% of the outstanding voting securities of an issuer. While the
legislative history of the Internal Revenue Code requirement indicates that it
was based on the legislative desire to limit the ability of mutual funds to
control portfolio companies through the proxy voting process, no such
consideration applies in the case of a "class" of fixed-income securities or
of the entire indebtedness of the issuer which do not involve voting rights.
Recognizing its limited applicability, states have discontinued applying this
requirement to fixed-income funds.
The Board of Trustees has concluded that, due to the Fund's increasing asset
size, the Fund's policy in this area may unduly interfere with the Fund's
ability to select appropriate investments for its portfolio. The Board
believes that eliminating the "10% of any class of securities of any one
issuer" limitation would increase the Fund's flexibility in portfolio
management without materially affecting the extent to which its portfolio is
diversified. In this regard, the Board noted that the Fund will continue to
adhere to its fundamental policy of investing no more than 5% of the Fund's
total assets in the securities of any one issuer (other than securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities).
(This policy applies to 75% of the Fund's total assets).
The Board of Trustees accordingly has determined that it is desirable that
the Fund amend Investment Restriction No. 1 to read as follows:
1. "[T]he Fund may not:
Invest more than 5% of the value of its total assets in the securities of
any one issuer provided that this limitation shall apply only to 75% of the
value of the fund's total assets and, provided further, that the limitation
shall not apply to obligations issued or guaranteed by the U.S. Government
or its agencies or instrumentalities;"
THE BOARD OF TRUSTEES HAS APPROVED THE PROPOSED AMENDMENT AND RECOMMENDS
THAT SHAREHOLDERS VOTE IN FAVOR OF THE AMENDMENT.
3. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANT BY THE BOARD OF
TRUSTEES.
Pursuant to the 1940 Act, a majority of the entire 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) have selected the firm of
Deloitte & Touche LLP as independent accountant for the Fund for the fiscal
year ending August 31, 1996. 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.
Deloitte & Touche LLP 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 Special Meeting.
6
<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF ITS
SELECTION OF DELOITTE & TOUCHE LLP.
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 shareholder meetings on a regular basis and any shareholder
proposal received may not be considered until such a meeting is held.
MISCELLANEOUS
The solicitation of the enclosed Proxy is made by and on behalf of the Board
of Trustees of the Fund. The cost of soliciting Proxies, consisting of
printing, handling and mailing of the Proxies and related materials, will be
paid by the Fund. In addition to solicitation by mail, certain officers and
Trustees of the Fund, 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 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.
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 92621. 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 at 8000 IH-10 West, San Antonio, TX
78230, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300
Robin Hood Road, Norfolk, VA 23513.
A copy of the Fund's most recent annual report and semi-annual report may be
obtained by writing to the Secretary of the Fund 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
Julie F. Williams
Secretary
January 18, 1996
7
<PAGE>
PROXY CARD
PROXY THE AMERICAN FUNDS TAX-EXEMPT SERIES II
THE TAX-EXEMPT FUND OF CALIFORNIA
PROXY SOLICITED ON BEHALF The undersigned hereby appoints Michael
OF THE BOARD OF DIRECTORS J. Downer, Paul G. Haaga, Jr. Neil L.
OF THE COMPANY FOR THE MEETING Langberg, Kimberly S. Verdick and Julie F.
OF SHAREHOLDERS TO BE HELD Williams, and each of them, his/her true
FEBRUARY 29, 1996 and lawful agents and proxies with
full power of substitution to represent
the undersigned at the Special Meeting
of Shareholders to be held at the
office of the fund, 333 South Hope Street,
51st Floor, Los Angeles, California, 90071,
Thursday, February 29, 1996 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, 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. Joint owners should each sign
individually. Corporate proxies should be
signed in full corporate name by an
authorized officer. Fiduciaries should
give full titles.
- ---------DETACH ALONG PERFORATION AND RETURN IN THE ENVELOPE PROVIDED---------
- ------------------------------------------------------------------------------
| IMPORTANT |
| Shareholders can help the Fund avoid the necessity and expense of |
| sending follow-up letters by promptly returning the enclosed proxy. |
- ------------------------------------------------------------------------------
<PAGE>
IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE [LOGO]
- ------------------------------------------------------------------------------
- - Please fill in the ovals // in red or black ink. Account 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 Funds Service Company in the
enclosed envelope.
IMPORTANT - PLEASE DETACH ALONG PERFORATION
THE TAX-EXEMPT FUND OF CALIFORNIA PROXY
1. Election of Trustees // To vote for all nominess
// To withhold your vote from all nominees
- - H. Frederick Christie - Diane C. Creel - Martin Fenton, Jr.
- - Leonard R. Fuller - Abner D. Goldstine - Paul G. Haaga, Jr.
- - Herbert Hoover III - Richard G. Newman - Peter C. Valli
To withhold your vote for any individual Account Number:
nominee write the nominee's name(s) on Shares owned as of January 5, 1996
the line below.
- --------------------------------------- For Against Abstain
2. Approval of a proposed amendment to the
Fund's investment restriction regarding
the maximum ownership of any class of
securities of an issuer: // // //
3. Ratification of selection of Deloitte &
Touche LLP 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)
