AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
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 Municipal Bond Fund, Inc. (the "Fund") to be held at the
offices of The Capital Group Companies, Inc., 11100 Santa Monica Boulevard,
15th Floor, Los Angeles, California, on Wednesday, December 1, 1999 at 10:00
a.m., local time (the "Meeting"). At this meeting, you are being asked to vote
on important proposals affecting the Fund. THE BOARD OF DIRECTORS 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 Directors (Proposal 1).
2. A proposal to amend the Fund's Articles of Incorporation reducing the par
value per share of the Fund's capital stock from $0.01 to $0.001 in order to
reduce certain costs (Proposal 2).
3. A proposal to eliminate or revise certain of the Fund's investment
restrictions (Proposal 3).
4. The ratification of the selection, by the Board of Directors, of
PricewaterhouseCoopers LLP as independent accountants for the Fund for the
fiscal year 2000 (Proposal 4).
5. 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 Proposals 2 and 3 are described below. The proposals are
described in more detail in the full text of the Proxy statement which you
should read before you vote.
ABOUT PROPOSAL 2:
In Proposal 2, we are asking you to approve an amendment to the Fund's
Articles of Incorporation reducing the par value per share of the Fund's
capital stock. When the Fund increases its authorized capital stock, it must
pay a fee to Maryland, its state of incorporation, based on the aggregate par
value of the new shares. Therefore, a reduced par value per share will reduce
the amount the Fund pays in fees for the registration of its shares. THE LOWER
PAR VALUE WILL HAVE NO EFFECT ON THE VALUE OF YOUR SHARES.
ABOUT PROPOSAL 3:
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 restrictions should be eliminated to
reflect current standards. You may vote for any or all of the changes that are
the subject of Proposal 3 by so indicating on your Proxy card. THIS PROPOSAL
WILL NOT AFFECT THE FUND'S INVESTMENT OBJECTIVE, WHICH REMAINS 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 DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THESE
PROPOSALS.
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 THIS 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. Mark R. Macdonald
Chairman of the Board President
<PAGE>
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
________
NOTICE OF MEETING OF SHAREHOLDERS
DECEMBER 1, 1999
________
TO THE SHAREHOLDERS OF
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.:
A Meeting of Shareholders of American High-Income Municipal Bond Fund, Inc.
(the "Fund") will be held at the offices of The Capital Group Companies, Inc.,
11100 Santa Monica Boulevard, 15th Floor, Los Angeles, California, on
Wednesday, December 1, 1999 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 10 Directors;
(2) approval of an amendment to the Fund's Articles of Incorporation reducing
the par value per share of the Fund's capital stock from $0.01 to $0.001;
(3) approval of the elimination or revision of certain of the Fund's
fundamental investment policies;
(4) ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountant for the Fund for the fiscal year 2000; and
(5) 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 September 3, 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 DIRECTORS. THE PROXY IS
REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
By order of the Board of Directors,
JULIE F. WILLIAMS
SECRETARY
October 12, 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 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 MUNICIPAL BOND FUND, INC.
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
________
PROXY STATEMENT
MEETING OF SHAREHOLDERS
DECEMBER 1, 1999
________
The enclosed Proxy is solicited by the Board of Directors of the Fund in
connection with the Meeting of Shareholders to be held on Wednesday, December
1, 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 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 October 12, 1999.
At the close of business on September 3, 1999, the record date fixed by the
Board of Directors for the determination of shareholders entitled to notice of
and to vote at the meeting, there were outstanding 36,781,775 shares of capital
stock, $0.01 par value per share, the only authorized class of voting
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 directors (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 more than 50% of all outstanding voting Shares on
the record date. The vote required to approve Item 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 on the record date. The vote required to approve Item 4 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 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 directors
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). 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 DIRECTORS
Ten directors 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 directors'
terms will be indefinite in length. All of the nominees for director except
Richard G. Capen, Jr., Don R. Conlan and Frank M. Sanchez were elected by the
sole shareholder, Capital Research and Management Company, at the Special
Meeting on August 29, 1994. Mr. Conlan was elected by directors effective
December 16, 1996. Richard G. Capen, Jr. and Frank M. Sanchez have been
nominated by the Directors. Herbert Hoover III, a director since 1994, has
reached the Fund's retirement age and is not seeking re-election.
Each of the nominees has agreed to serve as director 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 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 MEMBERSHIPS ON SHARES OF THE FUND
(POSITION WITH OCCUPATION AND FIRST BOARD OF OTHER BENEFICIALLY OWNED,
FUND) AND AGE PRINCIPAL EMPLOYMENT ELECTED REGISTERED DIRECTLY OR
DURING PAST FIVE A INVESTMENT INDIRECTLY, AT
YEARS # DIRECTOR COMPANIES AND SEPTEMBER 3, 1999
PUBLICLY HELD
COMPANIES
FUND THE
AMERICAN
FUNDS
GROUP
<S> <C> <C> <C> <C> <C>
Richard G. Corporate Director Nominee The American 66 33,293
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. 1994 The American Funds 2,624 382,629
Christie Former President and Group:
(Director) Chief Executive (Director/Trustee
66 Officer, the Mission - 18 other funds)
Group (non-utility The American
holding company, Variable Insurance
subsidiary of Southern Series
California Edison
Company)
Don R. Conlan * President (retired), 1996 The American 66 1,733,463+
(Director) The Capital Group Funds Group:
63 Companies, Inc. (Director/Trustee
- 11 other funds)
Diane C. Creel CEO and President, 1994 The American 66 2,774
(Director) The Earth Technology Funds Group:
50 Corporation (Director/Trustee
(international - 11 other funds)
consulting Allegheny Teledyne
engineering) Incorporated
B. F. Goodrich
Martin Fenton Chairman, Senior 1994 The American 327 28,754
(Director) Resource Group, LLC Funds Group:
64 (development and (Director/Trustee
management of senior - 13 other funds)
living communities) The American
Variable Insurance
Series
Raintree Healthcare
Corporation
Leonard R. President, Fuller 1994 The American 66 6,408
Fuller Consulting Funds Group:
(Director) (financial (Director/Trustee - 11 other
52 management funds)
consulting firm) The American
Variable
Insurance
Series
Abner D. Senior Vice 1994 The American 2,378 2,805,762+
Goldstine* President and Funds Group:
(Vice Chairman Director, Capital (Director/Trustee
and Director) Research and - 11 other funds)
69 Management Company
Paul G. Haaga, Executive Vice 1994 The American 17,409 463,067+
Jr. * (Chairman President and Funds Group:
of the Board) 50 Director, Capital (Director/Trustee
Research and - 13 other funds)
Management Company
Richard G. Chairman, President 1994 The American 6,029 43,471
Newman and CEO, AECOM Funds Group:
(Director) Technology (Director/Trustee
64 Corporation - 12 other funds)
(architectural
engineering)
Frank M. Sanchez Principal, The Nominee The American 131 8,838
(Nominee) Sanchez Family Funds Group:
55 Corporation dba (Director/Trustee
McDonald's - 2 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 affiliation with Capital Research and Management Company (the
"Investment Adviser"). The Investment Adviser is a wholly owned subsidiary of
The Capital Group Companies, Inc.
+ 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, 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 vehicle 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 Committee's functions includes such specific matters as
recommending the independent accountant to the Board of Directors, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Directors and/or the Committee.
The Fund has a Nominating Committee composed of all directors 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 Directors nominees for election as directors 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 composed of all directors 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 proposes to enter into, renew or
continue and to make its recommendations to the full Board of Directors on
these matters.
Each director is paid a fee of $900 per annum plus $200 for each Board of
Directors meeting attended and $200 for each meeting attended as a member of a
committee of the Board of Directors.
There were four Board of Directors, two Audit Committee, one Nominating
Committee and one Contracts Committee meetings during the year ended July 31,
1999. All incumbent directors 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 directors other than
directors' fees, which are paid to those directors who are unaffiliated with
the Investment Adviser as described below.
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
Director or Nominee Aggregate Total Compensation Fund Boards on
Compensation (including which Director
(including Voluntarily Serves/2/
Voluntarily Deferred
Deferred Compensation) from
Compensation/1/) all Funds Managed
from the Fund by Capital
during Research and
Fiscal Year ended Management Company
7/31/99 during the Fiscal
Year ended 7/31/99
Total Number of
<S> <C> <C> <C>
Richard G. Capen, Jr. none/3/ $42,700 5
H. Frederick Christie $2,500/4/ 203,600 19
Don R. Conlan none/5/ none/5/ 12
Diane C. Creel 2,500/4/ 48,000 12
Martin Fenton 2,900/4/ 130,600 15
Leonard R. Fuller 2,500/4/ 51,600 13
Abner D. Goldstine none/5/ none/5/ 12
Paul G. Haaga, Jr. none/5/ none/5/ 14
Richard G. Newman 4,150/4/ 107,100 13
Frank M. Sanchez none/3/ none/3/ 3
</TABLE>
1 Amounts may be deferred by eligible directors under a non-qualified deferred
compensation plan adopted by the Fund in 1994. 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 director.
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 directors
of the Fund and had not received any remuneration from the Fund as of its
7/31/99 fiscal year end.
4 Since the deferred compensation plan's adoption in 1994, the total amount of
deferred compensation accrued by the Fund (plus earnings thereon) for
participating directors is as follows: H. Frederick Christie ($6,512), Martin
Fenton ($1,344), Leonard R. Fuller ($3,531) and Richard G. Newman ($17,311).
5 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>
<S> <C> <C>
Name Officer
(Position with Fund) Continuously
and Age Principal Occupation /1/ Since /2/
Mark R. Macdonald Vice President - Investment Management 1996
(President and PEO) Group,
40 Capital Research and Management Company
Neil L. Langberg Vice President - Investment Management 1994
(Senior Vice President) Group,
46 Capital Research and Management Company
Michael J. Downer Senior Vice President - Fund Business 1994
(Vice President) Management Group,
44 Capital Research and Management Company
David A. Hoag Director and Vice President, 1997
(Vice President) Capital Research Company
33
Edward B. Nahmias Vice President, 1999
(Vice President) Capital Research Company
47
Julie F. Williams Vice President - Fund Business Management 1994
(Secretary) Group,
51 Capital Research and Management Company
Anthony W. Hynes, Jr. Vice President - Fund Business Management 1994
(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 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 directors and officers as a group owned
beneficially fewer than 1% of the Shares outstanding on September 3, 1999.
2. APPROVAL OF AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION (REDUCTION IN
PAR VALUE)
On August 10, 1999, the Fund's Board of Directors unanimously voted to approve
an amendment to the Fund's Articles of Incorporation to reduce the par value of
shares of capital stock of the Fund from $.01 to $0.001 per share, and to
submit the amendment to the Fund's shareholders with the Board's recommendation
that it be approved.
Under Maryland law, the par value of shares determines the amount of a
corporation's stated capital. Stated capital has little meaning in the case of
an investment company like the Fund. However, when the Fund's increases its
authorized capital stock, it must pay a registration fee to the State of
Maryland based on the aggregate par value of the new shares. This change will
have no effect on the value of your shares. The Board of Directors therefore
recommends that the par value of the Fund's shares of capital stock be reduced
in order to save the Fund some expense in connection with the proposed increase
in authorized capital stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS
PROPOSAL
3. APPROVAL OF THE ELIMINATION OR REVISION OF CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICIES
INTRODUCTION AND SUMMARY
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 Directors, together with the Fund's senior officers, have
analyzed the current fundamental investment restrictions, and have concluded
that three restrictions should be amended. One restriction would be revised but
remain fundamental, and two restrictions would be eliminated.
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 Directors 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 OBJECTIVE OF
YOUR FUND, WHICH REMAINS 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 3. If the proposed changes are approved by the Fund's
shareholders, the Fund's prospectus and statement of additional information
will be revised to reflect those changes.
RESTRICTION PROPOSED TO BE REVISED BUT REMAIN FUNDAMENTAL
3A. DIVERSIFICATION
The Fund is "diversified" for purposes of the 1940 Act. This means that, with
respect to 75% of the Fund's total assets, the Fund may not purchase a security
if (i) more than 5% of such assets would be invested in the securities of a
single issuer, or (ii) the Fund would own more than 10% of the outstanding
voting securities of a single issuer. Under the proposed language, which
conforms to this statutory standard, the Fund would have the flexibility to
invest, with respect to a portion (up to 25%) of its total assets, more than 5%
of such assets in a single issuer. In addition, because it is not possible to
describe every case in which a securities issuer will be treated as separate,
especially for securities not yet issued, the current clarifying language would
be removed.
CURRENT TEXT (FUNDAMENTAL)
[The Fund may not...] with respect to 75% of the Fund's total assets, purchase
any security of any issuer (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities), if, as a result of such
investment (a) more than 5% of the Fund's total assets would be invested in
securities of that issuer; or (b) the Fund would hold more than 10% of the
voting securities of that issuer. For the purpose of this restriction, the
Fund will regard each state, each political subdivision, agency or
instrumentality of such state, each multi-state agency of which such state is a
member, and each public authority which issues industrial developments bonds on
behalf of a private entity as a separate issuer;
PROPOSED TEXT (FUNDAMENTAL)
[The Fund may not...] with respect to 75% of the Fund's total assets, purchase
the security of any issuer (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities) if, as a result, (a) more
than 5% of the Fund's total assets would be invested in securities of that
issuer, or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer.
RESTRICTIONS PROPOSED TO BE ELIMINATED
Neither of the following investment restrictions is 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.
3B. 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 limits would remain unchanged.
CURRENT TEXT
[The Fund may not...] pledge or hypothecate any of its assets, except in an
amount up to one-third of the value of its total assets, but only to secure
borrowings for temporary or emergency purposes.
3C. 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 oil, gas, or other mineral exploration or
development programs or leases.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THESE
PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS.
4. RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of the directors who are not "interested persons"of the
Fund as that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP as
independent accountant for the Fund for the fiscal year 2000. In addition to
the normal audit services, PricewaterhouseCoopers LLP provides services in
connection with the preparation and review of federal and state tax returns for
the Fund. PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 at any time without any penalty. No representative
of PricewaterhouseCoopers LLP is expected to attend the Meeting of
Shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP
OTHER MATTERS
Neither the persons named in the enclosed Proxy nor the Board of Directors 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 federal and
state laws and regulations, including rule 14a-8 under the Securities Exchange
Act of 1934.
Under the laws of Maryland, where the Fund is incorporated, and the Fund's
Articles of Incorporation and By-Laws, 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, the Fund does not expect to 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 Directors 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 MAY BE OBTAINED,
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 Directors
JULIE F. WILLIAMS
Secretary
October 12, 1999
<PAGE>
PROXY CARD AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC. PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 1, 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, Inc., 11100 Santa Monica Boulevard, 15th Floor, Los Angeles,
California, on Wednesday, December 1, 1999 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, WITH RESPECT TO ANY PARTICULAR ITEM, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
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 MUNICIPAL BOND FUND, INC.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
<TABLE>
<CAPTION>
1. Election of FOR ALL WITHHOLD ALL FOR ALL EXCEPT
Directors:
<S> <C> <C> <C> <C>
01 Richard G. 06 Leonard R.
Capen, Jr. Fuller
02 H. Frederick 07 Abner D. [] [] []
Christie 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 an amendment to the Articles of [] [] []
Incorporation reducing the par value per share:
3. Approval of the proposed changes to the
Fund's investment restrictions:
3A. Amend restriction regarding diversification [] [] []
3B. Eliminate restriction on pledging assets [] [] []
3C. Eliminate restriction regarding oil, gas or [] [] []
mineral exploration
4. Ratification of selection of [] [] []
PricewaterhouseCoopers 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 THIS PROXY.
