March 6, 1996
Securities & Exchange Commission
ATTN: Filing Desk
450 Fifth Street, NW
Washington, DC 20549
Re: Madison Bond Fund, Inc.
Registration No. 33-31800
Dear Sir,
Enclosed is the proxy material for our Annual Meeting
scheduled for Wednesday, May 1, 1996. Funds in the amount of
$125.00 have been forwarded via FEDWIRE. There have been no
material changes in the proxy information for 1996.
The filing is made pursuant to Regulation Section 14a-6 of
the Securities Act. The final version will be mailed to
shareholders on approximately April 2, 1996.
Sincerely,
Katherine L. Frank
Vice President
KLF:bf
MADISON BOND FUND, INC.
6411 MINERAL POINT RD.
MADISON, WI 53705
(608) 273-2020
(800) 767-0300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
MADISON BOND FUND, INC.
NOTICE IS HEREBY GIVEN That the Annual Meeting of
Shareholders of MADISON BOND FUND, Inc. (the "Fund") will be
held at the Radison Inn, 517 Grand Canyon Drive, Madison,
Wisconsin, on Wednesday, May 1, 1996, at 4:00 p.m. for the
following purposes:
1. To elect four (4) directors to serve until the next
Annual Meeting of Shareholders, or until their
successors are duly elected and qualified; and
2. To approve or disapprove the continuation of the
Investment Advisory Agreement between the Fund and
Madison Investment Advisors, Inc.; and
3. To ratify or reject the selection of Williams, Young &
Associates as auditors of the Fund for the fiscal year
ending December 31, 1996; and
4. To transact any other business as may properly come
before the meeting or any adjournments thereof.
IMPORTANT
Your vote is important and all Shareholders are asked to
be present in person or by proxy. If you are unable to attend
the meeting in person, we urge you to complete, sign, date and
return the enclosed proxy as soon as possible using the
enclosed stamped envelope. Sending the proxy will not prevent
you from personally voting your shares at the Meeting since you
may revoke your proxy by advising the Secretary of the Fund in
writing (by subsequent proxy or otherwise) of such revocation
at anytime before it is voted.
By Order of the Board of Directors,
Katherine L. Frank
Vice President/Secretary
Madison, Wisconsin
April 2, 1996
MADISON BOND FUND, INC.
6411 MINERAL POINT RD.
MADISON, WI 53705
PROXY STATEMENT
The enclosed proxy is being solicited by and on behalf of the
Board of Directors of Madison Bond Fund, Inc. (the "Fund") for use
at the Annual Meeting of Shareholders to be held at the Radisson
Inn, 517 Grand Canyon Drive, Madison, Wisconsin on Wednesday, the
1st of May, 1996 at 4:00 p.m. and at any and all adjournments of
such meetings.
PROXY SOLICITATION
Proxies will be solicited by mail. In addition to solicitation
by mail, certain officers and employees of the Fund may solicit by
telephone, telegraph and personally; however, such additional
solicitation, if any, will be limited in scope. The cost of the
solicitation including preparing, assembling and mailing the Proxy
Statement will be borne by the Fund. The Notice of Annual Meeting,
this Proxy and the accompanying form Proxy were first mailed to
shareholders of the Fund on or about April 2, 1996.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The securities of the Fund entitled to vote are full and
partial shares of Common Stock ($.01 par value). At the close of
business on February 28, 1996, the record date for the Annual
Meeting, there were issued, outstanding, and paid 247,941.127
shares of Common Stock of the Fund, each full and fractional share
is entitled to a full and fractional vote on all matters submitted
to shareholders. Only shareholders of record at the close of
business on the record date are entitled to notice of and to vote
at the Annual Meeting or at any adjournment or adjournments
thereof. Abstentions and broker non-votes will be included to
establish a quorum. However, they will not represent an affirmative
vote. Voting results will be reported in the Fund's semi-annual
report.
VOTING
Shares cannot be voted at the meeting unless the owner of
record at the close of business on the record date for the Annual
Meeting is present to vote either in person or is represented by a
duly executed proxy. Any shareholder giving a proxy has the power
to revoke it by advising the Secretary of the Fund of such
revocation in writing (by subsequent proxy or otherwise) at any
time before it is voted. Unless a proxy is revoked, mutilated or
received by the Management of the Fund in such a form as to render
it not votable, all shares represented by valid proxies received by
the Management of the Fund prior to the time they are voted will be
voted in accordance with the directions thereon. Proxies
containing no specific direction will be voted as follows:
1. For the selection of the nominees named in the Proxy
Statement as directors; and
2. For the approval of the Investment Advisory Agreement
between the Fund and Madison Investment Advisors, Inc.;
and
3. For the ratification of the selection of Williams, Young
& Associates as auditors of the Fund for the year ended
December 31, 1996.
REMUNERATION OF DIRECTORS & OFFICERS
During the fiscal year ended December 31, 1995, the Fund paid
the following remuneration to the following group for services
rendered:
Securities
or Property Total
Pension or Estimated Compensation
Retirement Annual From Fund
Name of Aggregate Benefits Accrued Benefits and Fund
Person, Compensation As Part of Fund Upon Complex Paid
Position From Fund Expenses Retirement to Directors
*Frank E. Burgess None None None None
Director, President
James R. Imhoff, Jr. $1000 None None $3,000
Director
Edmund B. Johnson $1000 None None $3,000
Director
Lorence D. Wheeler $1000 None None $3,000
Director
*All "interested" directors and officers of the Fund are
compensated by the Advisor as specified by the investment
advisory agreement. See "Approval or Disapproval of Investment
Advisory Agreement", page 3, with regard to compensation paid to
the Fund's Advisor.
PURPOSE OF THE MEETING
(1) Election of Directors
--------------------------
Action is to be taken with respect to the election of the
entire Board of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and
qualified.
The table identifies the nominees for election as directors of
the Fund. Each nominee has consented to be named in this Proxy
Statement and to serve, if elected. As of the date of the Proxy
Statement, Management has no reason to believe that any of the
named nominees will be unable to serve. Executive officers of the
Fund are elected annually by the Board of Directors.
The Management of the Fund intends to nominate the persons
named in the following table, which sets forth the name, principal
occupation, address, the current position held with the Fund, and
the approximate number of shares of common stock of the Fund
beneficially owned, directly or indirectly, by each nominee as of
the close of business on February 28, 1996.
Directors of the Fund
---------------------
Shares of
Common
Stock
Beneficially
Name, Principal Occupation Position with Owned Directly
and Address (1) the Fund Age or Indirectly
-------------------------- ------------- --- ------------
*Frank E. Burgess Director 53 3351
President and Director
of Madison Investment
Advisors, Inc., the Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
James R. Imhoff, Jr. Director 51
President and Director
First Realty Group, Inc.
429 Gammon Place
Madison, WI 53719
Director of Park Bank of Madison
Edmund B. Johnson Director 74
Vice President and Director
of Medix of Wisconsin, Inc.
Medix is a medical supply company.
3302 Valley Creek Circle
Middleton, WI 53562
Lorence D. Wheeler Director 58
President of Credit Union
Benefits Services, Inc.
Box 431, Madison, WI 53701-0431.
* Directors who are "interested persons" of the Fund as defined in
the Investment Company Act of 1940 by reason of being an officer
and/or director of the Fund's advisor, Madison Investment Advisors,
Inc.
(1) All Directors have served since the Fund's inception.
Executive officers of the Fund are elected annually by the
Board of Directors.
The Management of the Fund recommends you vote FOR the
directors nominated in the above table.
Officers of the Fund
--------------------
Name and Business History Office Age First Elected
------------------------ ------ ----- -----------
Frank E. Burgess President 53 1990
President and Director
of Madison Investment
Advisors, Inc., the Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
Chris Berberet Treasurer 36 1994
Vice President, Madison
Investment Advisors, Inc.
Prior to joining Advisor,
he was associated with ELCA
Board of Pensions in
Minneapolis, MN.
Katherine L. Frank Vice President, 35 1990
Vice President, Madison In- Secretary
vestment Advisors, Inc.,
Previously with Wayne Hummer
& Co., Chicago, IL.
Jay R. Sekelsky Vice President 36 1991
Vice President, Madison
Investment Advisors, Inc. the
Advisor to the Fund, since 1990.
Previously with Wellington
Management of Boston.
Jacqueline A. Stoppleworth Assistant Secretary 32 1994
Controller, Madison Investment
Advisors, Inc. With Madison
Investment Advisors, Inc. since
1988.
(2) Approval or Disapproval of the Investment Advisory Agreement
-----------------------------------------------------------------
Action is to be taken with respect to the approval of the
investment advisory agreement ("Agreement") between the Fund and
its Advisor, Madison Investment Advisors, Inc. (the "Advisor")
until the next annual meeting of shareholders in April or May 1997.
Under the Agreement originally dated October 16, 1989, and
amended on February 4, 1992 Madison Investment Advisors, Inc.
furnishes the Fund with continuous investment service and
management. The Agreement as amended was approved at the last
shareholder meeting on April 20, 1995. The Board of Directors,
including the directors who are not "interested persons" of the
Advisor, formally extended the Agreement as amended at a Director's
meeting called for that purpose.
Under the terms of the contract the Advisor is paid a
quarterly fee based on the net asset value of the Fund, as
determined by the appraisals made as of the close of each business
day. On an annualized basis, the fee is five-tenths of one percent
(.50%) of the total net assets of the Fund. During the period
ended December 31, 1995, the Advisor received $30,159 in fees from
the Fund.
The Advisor, at its own expense and without reimbursement from
the Fund furnishes office space, office facilities, executive
officers and overhead expenses for managing the assets of the Fund,
other than expenses incurred in complying with laws regulating the
issue or sale of securities and fees paid for attendance at Board
meetings to directors who are not "interested persons" of the
Advisor or officers or employees of the Fund. The Fund bears all
other expenses of its operations, subject to certain expense
limitations.
The Advisor has undertaken to reimburse the Fund to the extent
that expenses, including the investment advisory fee but excluding
interest, taxes and brokerage commissions, exceed 2% of the net
asset value as determined by appraisals made as of the close of
each business day of the year. The Fund is not subject to any
individual state expense limitations at this time. The Advisor
will offset on a quarterly basis against its fee any such expenses
in excess of the expense limitations. The Advisor was not required
to reimburse the Fund in 1995 as the Fund's expenses were within
the 2% limitation.
The Agreement is not assignable and may be terminated by the
Fund (by action of its Board of Directors or by vote of a majority
of its outstanding voting securities) or by the Advisor, without
penalty, on sixty (60) days written notice. Otherwise, this
Agreement continues in effect so long as it is approved annually by
the Directors of the Fund who are not "interested persons" of the
Advisor, cast in person at a meeting called for the purpose of
voting on such approval, and by either the Board of Directors or by
a majority of the outstanding shares of the Fund.
Frank E. Burgess, who is President and a Director of the Fund, is
President, Treasurer and a Director of the Advisor. Mr. Burgess is
the majority shareholder of the Advisor. Katherine L. Frank, who
is Vice President and Secretary of the Fund, is also Vice President
of the Advisor. Jay R. Sekelsky, who is Vice President of the
Fund, is also Vice President of the Advisor. Chris Berberet who is
Treasurer of the Fund, is also Vice President of the Advisor.
Jacqueline A. Stoppleworth who is Assistant Secretary of the Fund,
is also Controller of the Advisor. All of the above may be
contacted at 6411 Mineral Point Road, Madison, Wisconsin 53705.
The Advisor also manages Bascom Hill Investors, Inc. with total net
assets of $11.9 million and Bascom Hill BALANCED Fund, Inc. with
total net assets of $10.9 million as of December 31, 1995.
The Management of the Fund recommends you vote FOR the
approval of the Agreement.
(3) Ratification or Rejection of Selection of Auditors
-------------------------------------------------------
The Board of Directors, including the Directors of the Fund who
are not "interested persons" as defined by the Investment Company
Act of 1940, has selected Williams, Young & Associates, P.O. Box
8700, Madison, Wisconsin, 53708, independent certified public
accountants, to act as auditors of the Fund for the fiscal year
ending December 31, 1995. Williams, Young & Associates is expected
to be present at the Annual Meeting to answer any appropriate
questions.
The Management of the Fund recommends that you vote FOR the
selection of Williams, Young & Associates as auditors of the Fund
for the fiscal year ending December 31, 1996.
(4) Other Matters
------------------
The Management of the Fund knows of no other matter that may
come before the Annual Meeting. If any other matters properly come
before the Meeting, it is the intention of the persons acting
pursuant to the enclosed Proxy form to vote the shares represented
by said proxies in accordance with their best judgment with respect
to such matters.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the Annual Meeting
of Shareholders held in 1997, must be received at the executive
offices of the Fund on or before February 1, 1997.
ANNUAL REPORT
A copy of the Annual Report containing audited financial
statements for the period ended December 31, 1995 was previously
mailed to shareholders.
By Order of the Board of Directors,
Katherine L. Frank
Vice President/Secretary
