(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))
American High-Income Trust
(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>
AMERICAN HIGH-INCOME TRUST
333 South Hope Street, Los Angeles, California 90071
Fellow Shareholders:
We are writing to inform you of the upcoming meeting of the shareholders of
American High-Income Trust (the "Fund") to be held at the offices of The
Capital Group Companies, 11100 Santa Monica Boulevard, 15th Floor, Los
Angeles, California, on Thursday, November 18, 1999 at 2:00 p.m., local time
(the "Meeting"). At this meeting, you are being asked to vote on important
proposals affecting the Fund. THE BOARD OF TRUSTEES 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 Trustees (Proposal 1).
2. A proposal to eliminate or revise certain of the Fund's investment
restrictions (Proposal 2).
3. The ratification of the selection, by the Board of Trustees, of Deloitte &
Touche LLP as independent accountants for the Fund for the fiscal year 2000
(Proposal 3).
4. 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 Proposal 2 are described below. The proposal is
described in more detail in the full text of the proxy statement which you
should read before you vote.
ABOUT PROPOSAL 2:
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 re-classified 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 2 by so indicating on your proxy card. THIS PROPOSAL WILL NOT AFFECT
THE FUND'S INVESTMENT OBJECTIVES, WHICH REMAIN 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 TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THIS
PROPOSAL.
* * *
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 THE PROXY STATEMENT AND SIGN AND RETURN
THE ENCLOSED PROXY CARD TODAY. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE OR
THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY
INSERT. Please be sure to sign and return each Proxy card regardless of how
many you receive.
If you have any questions regarding the issues to be voted on or need
assistance in completing your proxy card, please contact us at (800) 421-0180.
Thank you for investing with us and for your continuing support.
Sincerely,
PAUL G. HAAGA, JR.
Chairman of the Board
DAVID C. BARCLAY
President
AMERICAN HIGH-INCOME TRUST
----------------
NOTICE OF MEETING OF SHAREHOLDERS
NOVEMBER 18, 1999
----------------
To the Shareholders of
American High-Income Trust
A Meeting of Shareholders of American High-Income Trust. (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, November 18,
1999 at 2:00 p.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) approval of the elimination or revision of certain of the Fund's
fundamental investment policies;
(3) ratification of the selection of Deloitte &
Touche LLP as independent accountant for the Fund for the fiscal year 2000;
(4) 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 August 25, 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 23, 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 WE HAVE A
QUORUM 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>
AMERICAN HIGH-INCOME TRUST
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA
----------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS
NOVEMBER 18, 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, November
18, 1999. Every Proxy returned in time to be voted at the meeting will be
voted and, if you specify how to vote on any proposal, the Proxy
will be voted accordingly. Unless you specify otherwise, the Proxy will be voted
in favor of the proposal. You may 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 23, 1999.
At the close of business on August 25, 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 203,228,528
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 will be elected. The vote required to
approve Item 2 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 on the record date. The vote
required to approve Item 3 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 Trustees 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). 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.
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
meetings of shareholders will not 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
April 21, 1993. 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 Board of Trustees. Herbert Hoover III, a Trustee since 1987,
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 should not be 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 FIRST MEMBERSHIPS ON SHARES OF
(POSITION WITH OCCUPATION AND ELECTED A BOARD THE FUND
FUND )AND AGE PRINCIPAL EMPLOYMENT TRUSTEE OF OTHER REGISTERED BENEFICIALLY OWNED,
DURING PAST FIVE INVESTMENT DIRECTLY OR
YEARS # COMPANIES AND INDIRECTLY,
PUBLICLY HELD AT
COMPANIES AUGUST 25,
1999
THE
AMERICAN
FUNDS
FUND GROUP
<S> <C> <C> <C> <C>
Richard G. Corporate Director Nominee The American Funds 72 33,192
Capen, Jr. and author; former Group:
(Nominee) United States (Director/Trustee of 5
63 Ambassador to Spain; other funds)
former Vice Chairman
of the Board, Knight
Ridder, Inc.; former
Chairman and
Publisher, The Miami
Herald
H.Frederick Private investor. 1987 The American Funds 3,639 382,158
Christie /1,2,3/ Former President and Group:
(Trustee) Chief Executive (Director/Trustee of
66 Officer, the Mission 16 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 22,508+ 1,754,110+
(Trustee) The Capital Group Group:
63 Companies, Inc. (Director/Trustee of
11 other funds)
Diane C. Creel CEO and President, 1994 The American Funds 72 2,759
/2,3/ The Earth Technology Group:
(Trustee) Corporation (Director/Trustee of
50 (international 11 other funds)
consulting Allegheny Teledyne Incorporated
engineering) B.F. Goodrich
Martin Fenton Chairman, Senior 1989 The American Funds 410 28,733
/2, 3/ Resource Group, LLC Group:
(Trustee) (development and (Director/Trustee of
64 management of 13 other funds)
senior living The American Variable
communities) Insurance Series
Leonard R. President, Fuller 1994 The American Funds 286 6,394
Fuller /1, 2, 3/ Consulting Group:
(Trustee) (financial (Director/Trustee
52 management consulting firm) of 11 other funds)
The American
Variable Insurance
Series
Abner D. Capital Research and 1987 The American Funds 65,971+ 2,832,470+
Goldstine * Management Company, Group:
(Vice Chairman Senior Vice (Director/Trustee of
and Trustee) President and 11 other funds)
69 Director
Paul G. Haaga, Capital Research and 1992 The American Funds 25,023+ 461,667+
Jr. * Management Company, Group:
(Chairman of the Executive Vice (Director/Trustee of
Board) 50 President and 13 other funds)
Director
Richard G. Chairman, President 1991 The American Funds 173 43,391
Newman /2, 3/ and CEO, AECOM Group:
(Trustee) Technology (Director/Trustee of
64 Corporation 12 other funds)
(architectural
engineering)
Frank M. Sanchez Principal, The Nominee The American Funds 145 8,838
(Nominee) Sanchez Family Group:
55 Corporation dba (Director/Trustee of 3 other
McDonald's 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.,
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 H. Frederick Christie and Leonard
R. Fuller. The Committee's functions include 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.
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 $3,000 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, two Nominating
Committee, and one Contracts Committee meeting during the year ended September
30, 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.
TRUSTEE COMPENSATION
<TABLE>
<CAPTION>
Trustee or Nominee Aggregate Total Compensation Total Number of
Compensation (including Fund Boards on
(including Voluntarily Deferred which Trustee
Voluntarily Compensation) from Serves/2/
Deferred all Funds Managed by
Compensation/1/) Capital Research and
from the Fund during Management Company
Fiscal Year ended during the Fiscal
9/30/98 Year ended 9/30/98
<S> <C> <C> <C>
Richard G. Capen, Jr. none/3/ $33,250 5
H. Frederick Christie $4,500/4/ 180,700 19
Don R. Conlan none/5/ none/5/ 12
Diane C. Creel 3,700/4/ 44,250 12
Martin Fenton 4,100/4/ 122,584 15
Leonard R. Fuller 4,500 49,850 13
Abner D. Goldstine none/5/ none/5/ 12
Paul G. Haaga, Jr. none/5/ none/5/ 14
Richard G. Newman 4,100/4/ 100,650 13
Frank M. Sanchez none/3/ none/3/ 3
</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/ 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 ($8,499), Diane C. Creel ($1,081), Martin
Fenton ($10,509), and Richard G. Newman ($20,353).
/5/ Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated
with the Fund's Investment Adviser and, accordingly, receive no remuneration
from the Fund.
Other Executive Officers
<TABLE>
<CAPTION>
Name Age Principal Occupation (1) Officer
(Position with Fund) Continuously
Since (2)
<S> <C> <C> <C>
David C. Barclay 42 Senior Vice President, 1995
(President and CEO) Capital Research Company
Michael J. Downer 44 Senior Vice President - 1994
(Vice President) Fund Business Management Group
Capital Research and Management Company
Susan M. Tolson 37 Senior Vice President and Director, 1997
(Vice President) Capital Research Company
Julie F. Williams 51 Vice President - Fund Business 1997
(Secretary) Management Group, Capital Research
and Management Company
Anthony W. Hynes, 36 Vice President - Fund Business 1996
Jr. (Treasurer) Management Group, 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 TRUSTEES AND OFFICERS AS A GROUP OWNED
BENEFICIALLY FEWER THAN 1% OF THE SHARES OUTSTANDING ON AUGUST 25, 1999.
2. 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 the Fund's 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 Trustees without shareholder approval.
Some of the Fund's existing fundamental investment restrictions reflect
regulatory, business or industry conditions, practices or requirements that
have changed or no longer exist. With the passage of time, the development of
new practices, and changes in regulatory standards, management believes certain
fundamental restrictions ought to be revised, eliminated or reclassified as
non-fundamental.
The Board of Trustees, together with the Fund's senior officers, have analyzed
the current fundamental investment restrictions, and have concluded that six
restrictions should be amended. One restriction would be revised but remain
fundamental, four 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 Trustees 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 OBJECTIVES OF
YOUR FUND, WHICH REMAIN UNCHANGED. MOREOVER, THE BOARD DOES NOT ANTICIPATE
THAT THE CHANGES, INDIVIDUALLY OR IN THE AGGREGATE, WILL CHANGE TO A MATERIAL
DEGREE THE LEVEL OF INVESTMENT RISK ASSOCIATED WITH AN INVESTMENT IN THE FUND.
The text of each proposed change to the Fund's fundamental restrictions is set
forth below. Shareholders may vote for any or all of the changes that are the
subject of Proposal 2. If the proposed changes are approved by the Fund's
shareholders, the Fund's prospectus and statement of additional information
will be revised, as appropriate, to reflect those changes.
RESTRICTION PROPOSED TO BE REVISED BUT REMAIN FUNDAMENTAL
2A. LENDING ACTIVITIES
Under the 1940 Act, the Fund is required to have a fundamental restriction
addressing its lending activities. These activities are also subject to
certain restrictions. Under the 1940 Act, loans of securities and other assets
are generally permitted up to 33-1/3% of a fund's total assets. The Fund's
current fundamental policy states that the Fund may not make loans, except that
it may invest in debt securities, enter into repurchase agreements, and lend
portfolio securities.
Under revised fundamental and non-fundamental policies, the Fund would be
permitted to lend securities or other assets up to 15% of total assets. The
Fund would also have the flexibility to invest, consistent with its investment
objectives, in loans, loan participations, and other forms of direct debt
instruments. Direct debt instruments are interests in amounts owed to lenders
or lending syndicates or other parties. As the beneficial owner of a direct
debt instrument, the Fund would be entitled to receive payments of principal,
interest and any fees to which it is entitled. If the Fund acquires an
indirect interest in a loan (E.G., a loan participation), the Fund would be
entitled to receive these payments only from the lender selling the
participation. The Fund generally would have no right to enforce compliance by
the borrower with the terms of the loan agreement relating to the loan. It
would be subject to the credit risk of both the borrower and the lender selling
the participation.
CURRENT TEXT (FUNDAMENTAL)
[The Fund may not...] make loans, except that this does not prevent the fund
from purchasing debt securities, entering into repurchase agreements or making
loans of portfolio securities.
PROPOSED TEXT (FUNDAMENTAL)
[The Fund may not...] lend any security or make any other loan if, as a result,
more than 15% of its total assets would be lent to third parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
PROPOSED TEXT (NON-FUNDAMENTAL)
The Fund does not currently intend to lend portfolio securities or other assets
to third parties, except by acquiring loans, loan participations, or other
forms of direct debt instruments. (This limitation does not apply to purchases
of debt securities or to repurchase agreements.)
RESTRICTIONS PROPOSED TO BE ELIMINATED
None of the following investment restrictions are required under the 1940 Act.
Many were originally adopted in response to state law restrictions or
interpretations that no longer apply to the Fund. Therefore, in order to
increase the ability of Fund management to manage the Fund's 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.
2B. 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 of 5% of total assets would remain unchanged.
CURRENT TEXT
[The Fund may not...] mortgage, pledge, or hypothecate any of its assets,
provided that this restriction shall not apply to the transfer of securities in
connection with any permissible borrowing.
2C. 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 Trustees of the fund, its investment adviser or
principal underwriter, 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.
2D. OIL, GAS OR MINERAL EXPLORATION
At one time, certain state regulators felt it appropriate to limit investments
in oil and gas partnerships as a means to protect investors from speculative
investments and to reduce overall portfolio risk. Industry practice has been
to manage these risks through prudent investment practices and explicit
diversification and concentration policies.
CURRENT TEXT
[The Fund may not...] invest in interests in oil, gas, or other mineral
exploration or development programs.
2E. UNSEASONED ISSUERS
This restriction was adopted in response to state regulation which no longer
applies. Because newly formed companies have not proved track record in
business, their prospects may be uncertain. Their securities may fluctuate
in price more
widely than securities of established companies. Elimination of this restriction
will provide the Fund with greater investment flexibility, subject to its
investment objectives and policies. Retaining such a restriction could, among
other things, preclude the Fund from making otherwise attractive
investments in newly-formed companies issuing asset-backed securities.
CURRENT TEXT
[The Fund may not...] invest more than 5% of its total assets in securities of
companies having, together with their predecessors, a record of less than three
years of continuous operation.
RESTRICTION PROPOSED TO BE REVISED AND RECLASSIFIED AS NON-FUNDAMENTAL
2F. 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 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 registered
management 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 TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THESE
PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS.
3. 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 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
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 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 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 23, 1999
<PAGE>
PROXY CARD AMERICAN HIGH-INCOME TRUST PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 18, 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, November 18, 1999 at 2:00 p.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 AND 3.
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
AMERICAN HIGH-INCOME TRUST
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
1. Election of Trustees:
<TABLE>
<CAPTION>
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>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Approval of the proposed changes to the Fund's investment restrictions.
2A. Amend restriction regarding lending activities [] [] []
2B. Eliminate restriction on pledging assets [] [] []
2C. Eliminate restriction regarding affiliated ownership [] [] []
2D. Eliminate restriction regarding investments in oil, gas or mineral
exploration [] [] []
2E. Eliminate restriction regarding investments in unseasoned issuers [] [] []
2F. Reclassify restriction regarding purchasing securities of other
investment companies as a non-fundamental restriction [] [] []
3. Ratification of selection of Deloitte & Touche LLP as independent accountant: [] [] []
In their discretion, upon other matters as may properly come before the meeting.
</TABLE>
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS BY PROMPTLY RETURNING THE ENCLOSED PROXY.
