ThZeal - The Zeal

DEF 14A 1 wgi14a.txt [LOGO] American Funds (R) The right choice for the long term(R) CAPITAL INCOME BUILDER(R) CAPITAL WORLD GROWTH AND INCOME FUND(R) MEETING OF SHAREHOLDERS -- OCTOBER 17, 2005 IMPORTANT NOTICE A meeting of shareholders of Capital Income Builder and Capital World Growth and Income Fund will take place on October 17, 2005. While you are, of course, welcome to attend the meeting, most shareholders cast their vote by filling out and signing the enclosed proxy card(s), by calling or by voting via the Internet. No matter how many shares you own, it's important that you take a few minutes to read the enclosed material in full and vote your shares. Mutual funds are required to obtain shareholders' approval for certain issues. PLEASE DON'T HESITATE. VOTE YOUR SHARES TODAY. YOUR PROMPT RESPONSE WILL HELP REDUCE PROXY COSTS -- WHICH ARE PAID FOR BY EACH FUND -- AND WILL ALSO HELP YOU AVOID RECEIVING FOLLOW-UP TELEPHONE CALLS OR MAILINGS. VOTING BY THE INTERNET OR TELEPHONE LOWERS PROXY COSTS EVEN FURTHER. IMPORTANT VOTING INFORMATION INSIDE. CAPITAL INCOME BUILDER CAPITAL WORLD GROWTH AND INCOME FUND NOTICE OF MEETING OF SHAREHOLDERS OCTOBER 17, 2005 TO THE SHAREHOLDERS OF CAPITAL INCOME BUILDER AND CAPITAL WORLD GROWTH AND INCOME FUND: A meeting of shareholders of Capital Income Builder and of Capital World Growth and Income Fund (each a "Fund," and collectively the "Funds") will be held at the principal offices of the Funds, 333 South Hope Street, 55th Floor, Los Angeles, California, on Monday, October 17, 2005, at 9:00 a.m., local time, to consider and vote on the following matters described under the corresponding numbers in the accompanying Joint Proxy Statement: 1. The election of 14 Directors for each Fund. 2. To consider and act upon any other business as may properly come before the meeting or any adjournment thereof. Shareholders of record of each Fund at the close of business on August 5, 2005, are entitled to notice of and to vote at the meeting of their Fund or any adjournment thereof. IN ACCORDANCE WITH EACH FUND'S BY-LAWS, THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF ONE THIRD OF ITS SHARES OUTSTANDING ON THE RECORD DATE ARE PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) OR CAST YOUR VOTE BY TELEPHONE OR THE INTERNET. YOU MAY REVOKE IT AT ANY TIME BEFORE ITS USE. IF YOU OWNED SHARES IN MORE THAN ONE CLASS OR FUND AS OF THE RECORD DATE OF AUGUST 5, 2005, YOU MAY RECEIVE MORE THAN ONE PROXY CARD. PLEASE BE CERTAIN TO VOTE EACH PROXY CARD YOU RECEIVE. By order of the Boards of Directors, Vincent P. Corti Secretary August 22, 2005 IMPORTANT You can help your Fund avoid the expense of follow-up letters to ensure a quorum by promptly voting your shares by mail, telephone or the Internet. If voting by mail, please mark, sign, date and return the enclosed proxy card(s). The enclosed envelope requires no postage if mailed in the United States. To vote by telephone or the Internet, please follow the instructions that appear on the enclosed insert. CAPITAL INCOME BUILDER CAPITAL WORLD GROWTH AND INCOME FUND 333 South Hope Street, Los Angeles, California 90071 JOINT PROXY STATEMENT MEETING OF SHAREHOLDERS OCTOBER 17, 2005 The enclosed proxy is solicited by the Boards of Directors of Capital Income Builder and Capital World Growth and Income Fund (each a "Fund," and collectively the "Funds") in connection with the meeting of shareholders to be held at the principal offices of the Funds, 333 South Hope Street, 55th Floor, Los Angeles, California, on Monday, October 17, 2005, at 9:00 a.m., local time. As discussed more fully below, shareholders are being asked to vote on a proposal to elect 14 Directors for their respective Funds (each, a "Director" and collectively the "Directors") for their respective Funds. The Boards know of no business other than the election of Directors that will be presented for consideration at the meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. If you complete, sign and mail the enclosed proxy card(s) in the postage-paid envelope provided or record your vote via telephone or the Internet in time to be voted at the meeting, your shares will be voted exactly as you instruct. If you simply sign the proxy card, without otherwise completing it, your shares will be voted "for" the nominated Directors. Your vote can be revoked at any time before its exercise, either by filing with your Fund a written notification of revocation, by delivering a duly executed proxy card or a telephonic or Internet vote bearing a later date, or by attending the meeting and voting in person. All shares that are voted and votes to "withhold" are treated as being present at the meeting for purposes of obtaining the quorum necessary to hold the meeting, as will broker "non-votes" (i.e., proxies received from brokers or nominees indicating that they have not received instructions from the beneficial owner or other person entitled to vote shares). However, broker non-votes are not counted as part of the vote necessary to approve the proposals. This Joint Proxy Statement and proxy card was first mailed to shareholders on or about August 22, 2005. Each Fund is a fully managed, diversified, open-end investment company that issues multiple classes of shares. Each share class represents an interest in the same investment portfolio of securities, but each class has its own sales charge and expense structure (please refer to your Fund's prospectus for more information). Shares of all classes of each Fund vote together on matters that affect all classes in substantially the same manner including the proposal to elect Directors. There is no provision for cumulative voting and the number of shares outstanding equals the number of votes to which each respective class is entitled. At the close of business on August 5, 2005, the record date fixed by the Boards of Directors for determination of shareholders entitled to Capital Income Builder/Capital World Growth and Income Fund 1 notice of and to vote at the meeting, the Funds' outstanding share balances for the various classes of shares were as follows:

The 529 share classes are available only through CollegeAmerica to investors establishing qualified higher education savings accounts. CollegeAmerica account owners are technically not shareholders of the Funds and accordingly, do not have the rights of a shareholder, including the right to vote any proxies relating to the Funds' shares. Attached as Appendix A is a table that identifies those investors who own of record or are known to own beneficially 5% or more of any class of each Fund's shares as of August 5, 2005. With respect to the election of Directors, assuming a quorum is present at the meeting, the 14 nominees receiving the highest number of votes for each Fund will be elected. If sufficient votes are not received by the meeting date, the persons named as proxies may propose one or more adjournments of the meeting in accordance with applicable law, to permit further solicitation of proxies. The persons named as proxies may vote all proxies in favor of such adjournment. PROPOSAL 1: ELECTION OF DIRECTORS Mutual fund complexes, which consist of a number of funds sharing the same investment adviser, follow varying practices in organizing fund boards for corporate governance. Industry practices range from having a single set of directors serving as the board for every fund in the complex (and meeting for all funds simultaneously) to having entirely distinct board membership and separate board meetings for each fund in the complex. The American Funds complex, of which Capital Income Builder and Capital World Growth 2 Capital Income Builder/Capital World Growth and Income Fund and Income Fund are a part, generally follows a middle course between those two extremes -- several, but not all, the funds share common board members who meet simultaneously as the boards of these funds. These common fund boards are referred to herein as "board clusters." Capital Income Builder and Capital World Growth and Income Fund form a two-fund board cluster. Fourteen Directors are to be elected for each Fund at the meeting, each to hold office until a successor is elected and qualified. All of the nominees for Director except for Gina H. Despres and James B. Lovelace have been nominated for both Funds. Ms. Despres has been nominated for only Capital World Growth and Income Fund, and Mr. Lovelace has been nominated for only Capital Income Builder. Because meetings of the shareholders are not held each year, the Directors' terms will be indefinite in length. All of the nominees for Director except Joseph C. Berenato, Robert J. Denison, Koichi Itoh, Merit E. Janow, Stefanie Powers, and Steadman Upham were elected by shareholders of the respective Funds at previous shareholder meetings. Messrs. Berenato, Denison and Itoh were nominated for election at this meeting. Ms. Powers was elected by the Directors in 1997, Ms. Janow and Mr. Upham were elected by the Directors in 2001. Each of the nominees has agreed to serve as Director if elected. If any unforeseen event prevents one or more of the nominees from serving as Director, your votes will be cast (unless you have elected to withhold authority as to the election of any nominee) for the election of such person or persons as the applicable Board of Directors shall recommend. The following table sets forth certain information regarding the nominees. Capital Income Builder/Capital World Growth and Income Fund 3 BOARD OF DIRECTORS CAPITAL INCOME BUILDER ("CIB") CAPITAL WORLD GROWTH AND INCOME FUND ("WGI") POSITION YEAR FIRST ELECTED WITH A DIRECTOR PRINCIPAL OCCUPATION(S) NAME AND AGE THE FUNDS CIB WGI DURING PAST FIVE YEARS ---------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS Joseph C. Berenato Nominee -- -- Chairman of the Board and CEO, 59 Ducommun Incorporated (aerospace components manufacturer) ---------------------------------------------------------------------------------------------------------------- H. Frederick Christie Director 1987 1993 Private investor; former President and 72 CEO, The Mission Group (non-utility holding company, subsidiary of Southern California Edison Company) ---------------------------------------------------------------------------------------------------------------- Robert J. Denison Nominee -- -- Chair, First Security Management (private 64 investment) ---------------------------------------------------------------------------------------------------------------- Koichi Itoh Nominee -- -- Executive Chairman of the Board, Itoh 64 Building Co., Ltd. (building management); former President, Autosplice KK (electronics) ---------------------------------------------------------------------------------------------------------------- Merit E. Janow Director 2001 2001 Professor, Columbia University, School of 47 International and Public Affairs ---------------------------------------------------------------------------------------------------------------- Mary Myers Kauppila Chairman of 1992 1993 Private investor; Chairman of the Board 51 the Board and CEO, Ladera Management Company (independent (venture capital and agriculture); former and owner and President, Energy Investment, Non-Executive) Inc. ---------------------------------------------------------------------------------------------------------------- Gail L. Neale Director 1987 1993 President, The Lovejoy Consulting Group, 70 Inc. (a pro bono consulting group advising nonprofit organizations) ---------------------------------------------------------------------------------------------------------------- Robert J. O'Neill Director 1992 1993 Deputy Chairman of the Council and Chairman 68 of the International Advisory Panel, Graduate School of Government, University of Sydney, Australia; Member of the Board of Directors, The Lowy Institute for International Policy Studies, Sydney, Australia; Chairman of the Council, Australian Strategic Policy Institute; former Chichele Professor of the History of War and Fellow, All Souls College, University of Oxford; former Chairman of the Council, International Institute for Strategic Studies ---------------------------------------------------------------------------------------------------------------- Donald E. Petersen Director 1992 1993 Retired; former Chairman of the Board and 79 CEO, Ford Motor Company ---------------------------------------------------------------------------------------------------------------- Stefanie Powers Director 1989-1996 1993-1996 Actor, Producer; Co-founder and President, 62 1997 1997 The William Holden Wildlife Foundation; conservation consultant to Land Rover and Jaguar North America; author of The Jaguar Conservation Trust ---------------------------------------------------------------------------------------------------------------- Steadman Upham Director 2001 2001 President and Professor of Anthropology, The 56 University of Tulsa; former President and Professor of Archaeology, Claremont Graduate University ---------------------------------------------------------------------------------------------------------------- Charles Wolf, Jr. Director 1987 1993 Senior Economic Adviser and Corporate Fellow 81 in International Economics, The RAND Corporation; former Dean, The RAND Graduate School

Capital Income Builder/Capital World Growth and Income Fund 4 NUMBER OF PORTFOLIOS WITHIN THE FUND COMPLEX/1/ OVERSEEN BY OTHER DIRECTORSHIPS/2/ NAME AND AGE DIRECTOR HELD BY DIRECTOR -------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS Joseph C. Berenato 4 Ducommun Incorporated 59 -------------------------------------------------------------------------------------- H. Frederick Christie 19 Ducommun Incorporated 72 IHOP Corporation Southwest Water Company -------------------------------------------------------------------------------------- Robert J. Denison 3 None 64 -------------------------------------------------------------------------------------- Koichi Itoh 3 None 64 -------------------------------------------------------------------------------------- Merit E. Janow 2 The NASDAQ Stock Market, Inc. 47 -------------------------------------------------------------------------------------- Mary Myers Kauppila 5 None 51 -------------------------------------------------------------------------------------- Gail L. Neale 5 None 70 -------------------------------------------------------------------------------------- Robert J. O'Neill 3 None 68 -------------------------------------------------------------------------------------- Donald E. Petersen 2 None 79 -------------------------------------------------------------------------------------- Stefanie Powers 2 None 62 -------------------------------------------------------------------------------------- Steadman Upham 2 None 56 -------------------------------------------------------------------------------------- Charles Wolf, Jr. 2 None 81

Capital Income Builder/Capital World Growth and Income Fund 5 BOARD OF DIRECTORS CAPITAL INCOME BUILDER ("CIB") CAPITAL WORLD GROWTH AND INCOME FUND ("WGI") PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND POSITIONS HELD WITH POSITION YEAR FIRST ELECTED AFFILIATED ENTITIES OR WITH A DIRECTOR THE PRINCIPAL UNDERWRITER NAME AND AGE THE FUNDS CIB WGI OF THE FUND ---------------------------------------------------------------------------------------------------------------- "INTERESTED" DIRECTORS/3/ Gina H. Despres Vice Chairman -- 1999 Senior Vice President, Capital Research 63 of the Board and Management Company; Vice and Director President, Capital Strategy Research, (WGI only) Inc./4/ ---------------------------------------------------------------------------------------------------------------- Paul G. Haaga, Jr. Director 1987 1993 Executive Vice President and Director, 56 Capital Research and Management Company; Director, The Capital Group Companies, Inc./4/ ---------------------------------------------------------------------------------------------------------------- James B. Lovelace Vice Chairman 1992 -- Senior Vice President and Director, 49 of the Board Capital Research and Management and Director Company (CIB only)

NUMBER OF PORTFOLIOS WITHIN THE FUND COMPLEX/1/ OVERSEEN BY OTHER DIRECTORSHIPS/2/ NAME AND AGE DIRECTOR HELD BY DIRECTOR -------------------------------------------------------------------------------------- "INTERESTED" DIRECTORS/3/ Gina H. Despres 4 None 63 -------------------------------------------------------------------------------------- Paul G. Haaga, Jr. 16 None 56 -------------------------------------------------------------------------------------- James B. Lovelace 2 None 49

/1/ Capital Research and Management Company manages the American Funds, consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series,(R) which serves as the underlying investment vehicle for certain variable insurance contracts; and Endowments, whose shareholders are limited to certain nonprofit organizations. /2/ This includes all directorships (other than those of the American Funds) that are held by each Director as a director of a public company or a registered investment company. /3/ "Interested persons," within the meaning of the Investment Company Act of 1940, on the basis of their affiliation with the Funds' investment adviser, Capital Research and Management Company, or affiliated entities (including the Funds' principal underwriter). /4/ Company affiliated with Capital Research and Management Company. 6 Capital Income Builder/Capital World Growth and Income Fund DIRECTOR COMPENSATION No compensation is paid by the Funds to any Director who is a director, officer or employee of the investment adviser or its affiliates. Effective July 1, 2004, each Fund pays Directors who are not affiliated with the investment adviser: (a) fees of $2,000 for each Board of Directors meeting attended and (b) $1,000 for each meeting attended as a member of a committee of the Board of Directors. In addition, Directors not affiliated with the investment adviser receive annual fees of either $15,000 (Capital Income Builder) and $16,000 (Capital World Growth and Income Fund) if the Director also receives compensation as a member of the Board of another fund cluster in the American Funds complex, or $50,000 (for all other unaffiliated Directors), a pro rata portion of which is paid by each Fund. For each of the nominees for Director, the tables below show the aggregate compensation paid by Capital Income Builder and Capital World Growth and Income Fund and the total compensation from all funds managed by the investment adviser or its affiliates. FUND OWNERSHIP The Directors allocate their investments among the American Funds based on their own investment needs. For each of the nominees for Director, the tables below show the value of their holdings in each Fund and in all of the American Funds that they oversee as Director. CAPITAL INCOME BUILDER ("CIB") TOTAL COMPENSATION (INCLUDING VOLUNTARILY DEFERRED COMPENSATION/1/) FROM ALL FUNDS AGGREGATE COMPENSATION MANAGED BY CAPITAL (INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE/3/ COMPENSATION/1/) FROM CIB COMPANY OR ITS AFFILIATES/2/ OF CIB SHARES DURING THE FISCAL YEAR ENDED DURING THE FISCAL YEAR ENDED OWNED AS OF NAME OCTOBER 31, 2004 OCTOBER 31, 2004 AUGUST 5, 2005 ----------------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS Joseph C. Berenato (nominee) $0/4/ $125,584 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------------- H. Frederick Christie 23,263/5/ 275,430/5/ $50,001 - $100,000 ----------------------------------------------------------------------------------------------------------------------- Robert J. Denison (nominee) 0/4/ 4,500 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------------- Koichi Itoh (nominee) 0/4/ 89,249 Over $100,000 ----------------------------------------------------------------------------------------------------------------------- Merit E. Janow 27,064 57,654 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------------- Mary Myers Kauppila 25,500/5/ 148,500/5/ Over $100,000 ----------------------------------------------------------------------------------------------------------------------- Gail L. Neale 24,550 110,500 Over $100,000 ----------------------------------------------------------------------------------------------------------------------- Robert J. O'Neill 28,564 70,654 None/6/ ----------------------------------------------------------------------------------------------------------------------- Donald E. Petersen 29,564/5/ 61,154/5/ Over $100,000 ----------------------------------------------------------------------------------------------------------------------- Stefanie Powers 25,564 53,154 Over $100,000 ----------------------------------------------------------------------------------------------------------------------- Steadman Upham 30,314/5/ 64,154/5/ $50,001 - $100,000/7/ ----------------------------------------------------------------------------------------------------------------------- Charles Wolf, Jr. 28,814 61,154 Over $100,000

AGGREGATE DOLLAR RANGE/3/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS FAMILY OVERSEEN BY DIRECTOR NAME AS OF AUGUST 5, 2005 ------------------------------------------------------------ "NON-INTERESTED" DIRECTORS Joseph C. Berenato (nominee) Over $100,000 ------------------------------------------------------------ H. Frederick Christie Over $100,000 ------------------------------------------------------------ Robert J. Denison (nominee) Over $100,000 ------------------------------------------------------------ Koichi Itoh (nominee) Over $100,000 ------------------------------------------------------------ Merit E. Janow $10,001 - $50,000 ------------------------------------------------------------ Mary Myers Kauppila Over $100,000 ------------------------------------------------------------ Gail L. Neale Over $100,000 ------------------------------------------------------------ Robert J. O'Neill None/6/ ------------------------------------------------------------ Donald E. Petersen Over $100,000 ------------------------------------------------------------ Stefanie Powers Over $100,000 ------------------------------------------------------------ Steadman Upham Over $100,000 ------------------------------------------------------------ Charles Wolf, Jr. Over $100,000

Capital Income Builder/Capital World Growth and Income Fund 7 CAPITAL INCOME BUILDER ("CIB") TOTAL COMPENSATION (INCLUDING VOLUNTARILY DEFERRED COMPENSATION/1/) FROM ALL FUNDS AGGREGATE COMPENSATION MANAGED BY CAPITAL (INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE/3/ COMPENSATION/1/) FROM CIB COMPANY OR ITS AFFILIATES/2/ OF CIB SHARES DURING THE FISCAL YEAR ENDED DURING THE FISCAL YEAR ENDED OWNED AS OF NAME OCTOBER 31, 2004 OCTOBER 31, 2004 AUGUST 5, 2005 ----------------------------------------------------------------------------------------------------------------------- "INTERESTED" DIRECTORS/8/ Paul G. Haaga, Jr. None None Over $100,000 ----------------------------------------------------------------------------------------------------------------------- James B. Lovelace None None Over $100,000 -----------------------------------------------------------------------------------------------------------------------

AGGREGATE DOLLAR RANGE/3/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS FAMILY OVERSEEN BY DIRECTOR NAME AS OF AUGUST 5, 2005 ------------------------------------------------------------ "INTERESTED" DIRECTORS/8/ Paul G. Haaga, Jr. Over $100,000 ------------------------------------------------------------ James B. Lovelace Over $100,000 ------------------------------------------------------------

8 Capital Income Builder/Capital World Growth and Income Fund CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")
TOTAL COMPENSATION (INCLUDING VOLUNTARILY DEFERRED COMPENSATION/1/) FROM ALL FUNDS AGGREGATE COMPENSATION MANAGED BY CAPITAL (INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE/3/ COMPENSATION/1/) FROM WGI COMPANY OR ITS AFFILIATES/2/ OF WGI SHARES DURING THE FISCAL YEAR ENDED DURING THE FISCAL YEAR ENDED OWNED AS OF NAME NOVEMBER 30, 2004 NOVEMBER 30, 2004 AUGUST 5, 2005 ----------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" DIRECTORS Joseph C. Berenato (nominee) $0/4/ $126,084 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------- H. Frederick Christie 25,974/5/ 283,380/5/ Over $100,000 ----------------------------------------------------------------------------------------------------------------- Robert J. Denison (nominee) 0/4/ 6,000 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------- Koichi Itoh (nominee) 0/4/ 89,749 Over $100,000 ----------------------------------------------------------------------------------------------------------------- Merit E. Janow 30,590 62,254 $10,001 - $50,000 ----------------------------------------------------------------------------------------------------------------- Mary Myers Kauppila 28,000/5/ 152,500/5/ None/7/ ----------------------------------------------------------------------------------------------------------------- Gail L. Neale 25,550 112,000 Over $100,000 ----------------------------------------------------------------------------------------------------------------- Robert J. O'Neill 32,090 75,254 None/6/ ----------------------------------------------------------------------------------------------------------------- Donald E. Petersen 31,590/5/ 65,754/5/ Over $100,000 ----------------------------------------------------------------------------------------------------------------- Stefanie Powers 27,590 57,754 None ----------------------------------------------------------------------------------------------------------------- Steadman Upham 33,840/5/ 68,754/5/ $50,001-$100,000/7/ ----------------------------------------------------------------------------------------------------------------- Charles Wolf, Jr. 32,340 65,754 Over $100,000 -----------------------------------------------------------------------------------------------------------------

AGGREGATE DOLLAR RANGE/3/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS FAMILY OVERSEEN BY DIRECTOR NAME AS OF AUGUST 5, 2005 -------------------------------------------------------- "NON-INTERESTED" DIRECTORS Joseph C. Berenato (nominee) Over $100,000 -------------------------------------------------------- H. Frederick Christie Over $100,000 -------------------------------------------------------- Robert J. Denison (nominee) Over $100,000 -------------------------------------------------------- Koichi Itoh (nominee) Over $100,000 -------------------------------------------------------- Merit E. Janow $10,001 - $50,000 -------------------------------------------------------- Mary Myers Kauppila Over $100,000 -------------------------------------------------------- Gail L. Neale Over $100,000 -------------------------------------------------------- Robert J. O'Neill None/6/ -------------------------------------------------------- Donald E. Petersen Over $100,000 -------------------------------------------------------- Stefanie Powers Over $100,000 -------------------------------------------------------- Steadman Upham Over $100,000 -------------------------------------------------------- Charles Wolf, Jr. Over $100,000 --------------------------------------------------------
Capital Income Builder/Capital World Growth and Income Fund 9 CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")
TOTAL COMPENSATION (INCLUDING VOLUNTARILY DEFERRED COMPENSATION/1/) FROM ALL FUNDS AGGREGATE COMPENSATION MANAGED BY CAPITAL (INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE/3/ COMPENSATION/1/) FROM WGI COMPANY OR ITS AFFILIATES/2/ OF WGI SHARES DURING THE FISCAL YEAR ENDED DURING THE FISCAL YEAR ENDED OWNED AS OF NAME NOVEMBER 30, 2004 NOVEMBER 30, 2004 AUGUST 5, 2005 ---------------------------------------------------------------------------------------------------------- "INTERESTED" DIRECTORS/8/ Gina H. Despres None None Over $100,000 ---------------------------------------------------------------------------------------------------------- Paul G. Haaga, Jr. None None Over $100,000 ----------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE/3/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS FAMILY OVERSEEN BY DIRECTOR NAME AS OF AUGUST 5, 2005 ----------------------------------------------------- "INTERESTED" DIRECTORS/8/ Gina H. Despres Over $100,000 ----------------------------------------------------- Paul G. Haaga, Jr. Over $100,000 ----------------------------------------------------- /1/ Amounts may be deferred by eligible Directors under a non-qualified deferred compensation plan adopted by the Funds in 1993. Deferred amounts accumulate at an earnings rate determined by the total return of one or more funds in the American Funds as designated by the Directors. /2/ Capital Research and Management Company manages the American Funds, consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series which serves as the underlying investment vehicle for certain variable insurance contracts; and Endowments, whose shareholders are limited to certain nonprofit organizations. /3/ Ownership disclosure is made using the following ranges: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000 and Over $100,000. The amounts listed for "interested" Directors include shares owned through The Capital Group Companies, Inc., retirement plan and 401(k) plan. /4/ Joseph C. Berenato, Robert J. Denison, and Koichi Itoh have been nominated for election as Directors; therefore, they did not receive any compensation from the Funds during the most recently completed fiscal year for each Fund. /5/ Since the deferred compensation plan's adoption, the total amount of deferred compensation accrued by each Fund (plus earnings thereon) through the applicable 2004 fiscal year for participating Directors is as follows: H. Frederick Christie ($167,003 - CIB; $170,649 - WGI), Mary Myers Kauppila ($354,906 - CIB; $378,913 - WGI), Donald E. Petersen ($85,760 - CIB; $98,229 - WGI) and Steadman Upham ($81,949 - CIB; $98,170 - WGI). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the applicable Fund until paid to the Directors. /6/ Robert J. O'Neill is not a U.S. citizen. His ownership of U.S. mutual funds could therefore have both U.S. and non-U.S. tax consequences. /7/ Amounts shown do not include shares owned in the Funds' deferred compensation plan. If these shares were considered, the ranges for Mary Myers Kauppila (for WGI) and Steadman Upham (for both Funds) would be Over $100,000. /8/ "Interested persons" within the meaning of the Investment Company Act of 1940 on the basis of their affiliation with the Fund's investment adviser, Capital Research and Management Company, or affiliated entities (including the Fund's principal underwriter). 10 Capital Income Builder/Capital World Growth and Income Fund Each Fund has an Audit Committee comprised of H. Frederick Christie, Merit E. Janow, Mary Myers Kauppila, Robert J. O'Neill, Steadman Upham and Charles Wolf, Jr., none of whom is an "interested person" of the Fund within the meaning of the Investment Company Act of 1940 ("1940 Act"). The function of the Audit Committee is oversight of that Fund's (1) accounting and financial reporting policies and practices, (2) internal controls over financial reporting and (3) financial statements. Each Fund's Audit Committee acts as a liaison between the Fund's independent registered public accounting firm (who report directly to the Audit Committee) and the full Board of Directors. Two Audit Committee meetings were held for Capital Income Builder during the fiscal year ended October 31, 2004, and four Audit Committee meetings were held for Capital World Growth and Income Fund during the fiscal year ended November 30, 2004. Each Fund has a Nominating Committee comprised of Gail L. Neale, Donald E. Petersen, Stefanie Powers and Steadman Upham, none of whom is an "interested person" of the Fund within the meaning of the 1940 Act. Each Nominating Committee has adopted a charter setting forth its primary duties. Although the charter is not available on the Fund's website, it has been attached as Appendix B. The Nominating Committees periodically review such issues as the Board's composition, responsibilities, committees, compensation and other relevant issues, and recommend any appropriate changes to the full Board of Directors. The Nominating Committees also evaluate, select and nominate independent director candidates to the full Board of Directors. While the Nominating Committees normally are able to identify from their own and other resources an ample number of qualified candidates, they 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 applicable Fund, addressed to 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 for consideration of his or her name by the applicable Nominating Committee (see also "Shareholder proposals"). Although there are no specific, minimum qualifications that the Nominating Committees have established for independent director candidates, in evaluating candidates the Nominating Committees will take into account all factors they consider relevant, including experience, demonstrated capabilities, independence, commitment, reputation, background, understanding of the investment business and understanding of business and financial matters generally. Where feasible and appropriate, the Nominating Committees will seek to enhance the diversity of Board membership. The Nominating Committees will also consider Board member succession issues. Two Nominating Committee meetings were held for Capital Income Builder during the fiscal year ended October 31, 2004, and two Nominating Committee meetings were held for Capital World Growth and Income Fund during the fiscal year ended November 30, 2004. Each Fund has a Contracts Committee comprised of all Directors who are not considered to be "interested persons" of the Fund within the meaning of the 1940 Act. Each Contracts Committee's function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the Fund and its investment adviser or the investment adviser's affiliates, such as the Investment Advisory Capital Income Builder/Capital World Growth and Income Fund 11 and Service Agreement, Principal Underwriting Agreement, Administrative Services Agreement and Plans of Distribution under rule 12b-1 adopted under the 1940 Act, that the Fund may enter into, renew or continue, and to make its recommendations to the full Board of Directors on these matters. One Contracts Committee meeting was held for Capital Income Builder during the fiscal year ended October 31, 2004, and one Contracts Committee meeting was held for Capital World Growth and Income Fund during the fiscal year ended November 30, 2004. The Funds each have a Proxy Committee comprised of all Directors who are not considered to be "interested persons" of the Fund within the meaning of the 1940 Act. The function of these Proxy Committees is to review procedures and policies for voting proxies of companies held in the fund's portfolio, monitor certain contested proxy voting issues, and discuss related current issues. Two Proxy Committee meetings were held for Capital Income Builder during the fiscal year ended October 31, 2004, and two Proxy Committee meetings were held for Capital World Growth and Income Fund during the fiscal year ended November 30, 2004. During the 2004 fiscal year, the full Board of Directors held a total of four meetings. Each incumbent Director attended all of the meetings during this period. Each incumbent Director also attended all of the meetings of the Committees of the Board on which he/she served during that time. 12 Capital Income Builder/Capital World Growth and Income Fund CAPITAL INCOME BUILDER ("CIB") OTHER OFFICERS
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND POSITIONS YEAR FIRST NAME HELD WITH AFFILIATED ENTITIES ELECTED (POSITION WITH CIB) OR THE PRINCIPAL UNDERWRITER OF AN OFFICER OF AND AGE THE FUND CIB/1/ ---------------------------------------------------------------------------- Catherine M. Ward Senior Vice President and Director, 1987 (President) Capital Research and Management 58 Company; Director, American Funds Service Company/2/; Secretary and Director, Capital Group Research, Inc./2/ ---------------------------------------------------------------------------- Joyce E. Gordon Senior Vice President, Capital 1996 (Executive Vice President) Research Company/2/ 48 ---------------------------------------------------------------------------- Mark R. Macdonald Senior Vice President and Director, 2001 (Senior Vice President) Capital Research and Management 46 Company ---------------------------------------------------------------------------- Steven T. Watson Senior Vice President and Director, 1997 (Vice President) Capital Research Company/2/ 50 ---------------------------------------------------------------------------- Vincent P. Corti Vice President -- Fund Business 1987 (Secretary) Management Group, Capital Research 49 and Management Company ---------------------------------------------------------------------------- Sheryl F. Johnson Vice President -- Fund Business 2003 (Treasurer) Management Group, Capital Research 37 and Management Company ---------------------------------------------------------------------------- Rodney S. Kiemele Assistant Vice President -- Fund 2005 (Assistant Secretary) Business Management Group, Capital 37 Research and Management Company ---------------------------------------------------------------------------- Jeffrey P. Regal Vice President -- Fund Business 2001 (Assistant Treasurer) Management Group, Capital Research 34 and Management Company
Capital Income Builder/Capital World Growth and Income Fund 13 CAPITAL WORLD GROWTH AND INCOME FUND ("WGI") OTHER OFFICERS
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND POSITIONS YEAR FIRST NAME HELD WITH AFFILIATED ENTITIES ELECTED (POSITION WITH WGI) OR THE PRINCIPAL UNDERWRITER OF AN OFFICER OF AND AGE THE FUND WGI/1/ ------------------------------------------------------------------------------- Stephen E. Bepler Senior Vice President, Capital 1993 (President) Research Company/2/ 63 ------------------------------------------------------------------------------- Gregg E. Ireland Senior Vice President, Capital 1999 (Executive Vice President) Research and Management Company 55 ------------------------------------------------------------------------------- Mark E. Denning Director, Capital Research and 1993 (Senior Vice President) Management Company; Director, The 47 Capital Group Companies, Inc./2/; Senior Vice President, Capital Research Company/2/ ------------------------------------------------------------------------------- Jeanne K. Carroll Senior Vice President, Capital 2001 (Vice President) Research Company/2/ 56 ------------------------------------------------------------------------------- Carl M. Kawaja Senior Vice President, Capital 1997 (Vice President) Research Company/2/; Director, Capital 41 International, Inc./2/ ------------------------------------------------------------------------------- Andrew B. Suzman Executive Vice President and 2003 (Vice President) Director, Capital Research Company/2/; 38 Director, Capital Research, Inc./2/ ------------------------------------------------------------------------------- Steven T. Watson Senior Vice President and Director, 2001 (Vice President) Capital Research Company/2/ 50 ------------------------------------------------------------------------------- Vincent P. Corti Vice President -- Fund Business 1993 (Secretary) Management Group, Capital Research 49 and Management Company ------------------------------------------------------------------------------- Jeffrey P. Regal Vice President -- Fund Business 2003 (Treasurer) Management Group, Capital Research 34 and Management Company ------------------------------------------------------------------------------- Rodney S. Kiemele Assistant Vice President -- Fund 2005 (Assistant Secretary) Business Management Group, Capital 37 Research and Management Company ------------------------------------------------------------------------------- Sheryl F. Johnson Vice President -- Fund Business 2003 (Assistant Treasurer) Management Group, Capital Research 37 and Management Company
/1/ Officers of the Fund serve until their resignation, removal or retirement. /2/ Company affiliated with Capital Research and Management Company. 14 Capital Income Builder/Capital World Growth and Income Fund No officer, director or employee of the investment adviser receives any remuneration from the Funds. All of the officers listed are officers of one or more of the other funds for which Capital Research and Management Company serves as investment adviser. All Directors and officers as a group owned beneficially less than 1% of each Fund's shares outstanding on August 5, 2005. The address for all Directors and officers of the Funds is 333 South Hope Street, 55th Floor, Los Angeles, California, 90071, Attention: Fund Secretary. Correspondence intended for Directors should be sent to this address. ADDITIONAL INFORMATION INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Boards of Directors (including a majority of Directors who are not "interested persons" of the Funds as that term is defined in the 1940 Act) have selected PricewaterhouseCoopers LLP ("PwC") to act as the independent registered public accounting firm for the Funds for the fiscal year ending October 31, 2005, for Capital Income Builder and November 30, 2005, for Capital World Growth and Income Fund. PwC has served as the Funds' independent registered public accounting firm since each Fund's inception. No representative of PwC is expected to attend the meeting of shareholders. In reliance on Rule 32a-4 under the 1940 Act, the Funds are not seeking shareholder ratification of the selection of their independent auditors. The Audit Committees of the Funds have discussed with PwC representatives the independence of PwC from the Funds and their management, including the matters disclosed in the letter from PwC required by Independence Standards Board Standard No. 1, and also considered whether the provision of non-audit services described below is compatible with maintaining their independence. Securities and Exchange Commission ("SEC") rules require the disclosure of professional fees billed to the Funds, the investment adviser and affiliates of the investment adviser providing services to the Funds, during each of the Funds' last two fiscal years, as follows:
CAPITAL WORLD CAPITAL INCOME GROWTH AND BUILDER INCOME FUND BILLED TO THE FUNDS: 2003 2004 2003 2004 -------------------------------------------------------------------------------------------------- Audit fees $67,000 $82,000 $65,000 $73,000 -------------------------------------------------------------------------------------------------- Audit-related fees none none none none -------------------------------------------------------------------------------------------------- Tax fees 6,000 6,000 10,000 10,000 -------------------------------------------------------------------------------------------------- (tax fees consist of professional services relating to the preparation of the Fund's tax returns) -------------------------------------------------------------------------------------------------- All other fees none none none none --------------------------------------------------------------------------------------------------
Capital Income Builder/Capital World Growth and Income Fund 15
CAPITAL WORLD CAPITAL INCOME GROWTH AND BUILDER INCOME FUND BILLED TO THE INVESTMENT ADVISER AND ITS AFFILIATES: 2003 2004 2003 2004 -------------------------------------------------------------------------------------------------- (includes only fees for non-audit services billed to the investment adviser and its affiliates that provide ongoing services to the Fund for engagements that relate directly to the operations and financial reporting of the Fund and that were subject to the pre-approval policies described below.) -------------------------------------------------------------------------------------------------- Audit-related fees none none none none -------------------------------------------------------------------------------------------------- Tax fees none none none none -------------------------------------------------------------------------------------------------- All other fees none none none none
Pre-approval policies: The Funds' Audit Committees will pre-approve all audit and permissible non-audit services that the Audit Committees consider compatible with maintaining the accountants' independence. The pre-approval requirement will extend to all non-audit services provided to the Funds, the investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the funds. The Audit Committees will not delegate their responsibility to pre-approve these services to the investment adviser. The Audit Committees may delegate to one or more committee members the authority to review and pre-approve audit and permissible non-audit services. Actions taken under any such delegation will be reported to the full Audit Committee at its next meeting. The pre-approval requirement is waived with respect to non-audit services if certain conditions are met. The pre-approval requirement was not waived for any of the services listed above. Aggregate non-audit fees paid to the Funds' accountants, including fees for all services billed to the investment adviser and affiliates were $6,000 for fiscal year 2003 and $6,000 for fiscal year 2004 for Capital Income Builder and $10,000 for fiscal year 2003 and $10,000 for fiscal year 2004 for Capital World Growth and Income Fund. The non-audit services represented by these amounts were brought to the attention of the Audit Committees and considered to be compatible with maintaining the accountants' independence. The amounts shown above do not include amounts paid for audit, audit-related and tax fees rendered to other mutual funds managed by the investment adviser that PwC serves. Billings for these services totaled $1,503,000 (excluding CIB) during the fiscal year ended October 31, 2004, and $1,354,000 (excluding WGI) for the fiscal year ended November 30, 2004. OTHER MATTERS Neither the persons named in the enclosed proxy nor the Boards of Directors are aware of any matters that will be presented for action at the meeting other than matters described above. If any other matters properly requiring a vote of shareholders arise, the proxies will confer upon the person or persons entitled to vote the shares in respect of any such matters in accordance with their best judgment in the interests of the Funds and the Funds' shareholders. 16 Capital Income Builder/Capital World Growth and Income Fund SHAREHOLDER PROPOSALS The Funds do not hold annual shareholders meetings. Meetings of shareholders may be called from time to time by either the Funds or the shareholders. Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a Fund's proxy statement for a particular meeting. The rules currently require that for future shareholder meetings, the shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the Fund's securities to be voted, at the time the proposal is submitted and for one year prior thereto, and must continue to own such shares through the date on which the meeting is held. In addition, the rules require that a proposal submitted for inclusion in a Fund's proxy materials for a subsequent shareholders meeting be received by the Fund a reasonable time before the Fund begins to print and mail the proxy materials for that meeting. The fact that the Fund receives a proposal from a qualified shareholder in a timely manner does not ensure its inclusion in the proxy materials because there are other requirements under the proxy rules for such inclusion. Any shareholder proposals for inclusion in proxy materials for a subsequent shareholders meeting must be submitted in writing to the Secretary of the Fund, at its principal executive offices, 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. Any such proposals must comply with all the requirements of rule 14a-8 under the Securities Exchange Act of 1934, as amended. Shareholders wishing to suggest candidates to either Fund's Nominating Committee for consideration as directors may do so by submitting a written notice to the Secretary of that Fund. The notice must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the Nominating Committee. ANNUAL REPORT DELIVERY The Funds will furnish, upon request and without charge, a copy of their most recent annual report and/or semi-annual report, to any shareholder. Such requests should be directed to the Secretary of the applicable Fund at 333 South Hope Street, 55th Floor, Los Angeles, CA 90071, or by telephoning 800/421-0180. GENERAL INFORMATION Capital Research and Management Company is the investment adviser to the Funds 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 Funds' 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 each Fund. Each 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 Capital Income Builder/Capital World Growth and Income Fund 17 officers and Directors of the Funds, who will receive no extra compensation for their services, may solicit by telephone, telegram or personally. WE URGE ALL SHAREHOLDERS TO VOTE THEIR SHARES BY MAIL, TELEPHONE OR THE INTERNET. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. TO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET, PLEASE FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSERT. One copy of this Joint Proxy Statement may be delivered to multiple shareholders who share a single address. If you would like to obtain an additional copy of this Joint Proxy Statement, free of charge, write to the Secretary of the fund at 333 South Hope Street, 55th Floor, Los Angeles, CA 90071, or by telephoning 800/421-0180. These requests will be honored within three business days of receipt. If you received a proxy statement for each shareholder who shares your address and would like to receive a single copy of such material in the future, please write to or call at the address and telephone number indicated above. By order of the Boards of Directors, Vincent P. Corti Secretary August 22, 2005 18 Capital Income Builder/Capital World Growth and Income Fund APPENDIX A 5% SHAREHOLDERS AS OF AUGUST 1, 2005 Capital Income Builder Capital World Growth and Income Fund AS % OF AS % OF SHARES SHARES SHARES SHARES NAME AND ADDRESS CLASS HELD OUTSTANDING HELD OUTSTANDING ------------------------------------------------------------------------------------ Edward D. Jones & Co. A 254,869,077 33.97 245,598,844 25.16 201 Progress Parkway B 12,538,091 20.47 7,326,006 13.89 Maryland Hts, MO 63043 ------------------------------------------------------------------------------------ Citigroup Global Markets, Inc. B 5,425,056 8.86 3,301,177 6.26 333 West 34th Street C 15,051,851 14.63 11,720,327 13.27 New York, NY 10001 ------------------------------------------------------------------------------------ Merrill Lynch, Pierce, Fenner B 4,548,738 7.43 2,980,481 5.65 and Smith Inc. C 16,737,793 16.26 16,001,152 18.12 4800 Deer Lake Drive R-3 -- -- 909,167 6.35 East Jacksonville, FL 32246 ------------------------------------------------------------------------------------ Charles Schwab & Co., Inc. F -- -- 5,630,009 9.85 101 Montgomery Street R-4 -- -- 952,244 10.02 San Francisco, CA 94104 ------------------------------------------------------------------------------------ Hartford Life Insurance R-1 86,501 16.29 -- -- Company P.O. Box 2999 R-3 930,601 20.91 -- -- Hartford, CT 06104 ------------------------------------------------------------------------------------ Union Bank of California Trust R-1 -- -- 79,795 8.30 P.O. Box 5024 Costa Mesa, CA 92628 ------------------------------------------------------------------------------------ Nationwide Trust Company R-3 528,560 11.88 2,228,368 15.57 P.O. Box 182029 Columbus, OH 43218 ------------------------------------------------------------------------------------ Marshall & Ilsley Trust Co. R-4 223,655 20.19 -- -- 1000 N. Water Street Milwaukee, WI 53202 ------------------------------------------------------------------------------------ American Express Trust R-4 -- -- 1,128,075 11.87 50534 AXP Financial Center Minneapolis, MN 55474 ------------------------------------------------------------------------------------ Union Planters Bank R-4 67,636 6.11 -- -- 7650 Magna Drive Belleville, IL 62223 ------------------------------------------------------------------------------------ Fidelity Investments R-4 -- -- 594,972 6.26 Institutional Operations Co. R-5 -- -- 1,160,363 9.19 100 Magellan Way KWIC Covington, KY 41015 ------------------------------------------------------------------------------------ Capital Guardian Trust Co. R-5 1,090,378 21.29 2,318,475 18.36 333 South Hope Street Los Angeles, CA 90071 ------------------------------------------------------------------------------------ State Street Bank & Trust R-5 -- -- 970,741 7.69 105 Rosemont Road Westwood, MA 02090 ------------------------------------------------------------------------------------ The Northern Trust R-5 269,818 5.27 826,415 6.55 P.O. Box 92994 Chicago, IL 60675 ------------------------------------------------------------------------------------

A-1 APPENDIX B This document serves as the Nominating Committee Charter of the Boards of Directors of Capital Income Builder and Capital World Growth and Income Fund (each, the "fund"). NOMINATING COMMITTEE CHARTER I.COMMITTEE ORGANIZATION The Nominating Committee ("the COMMITTEE"), a committee established by the Board of Directors (the "BOARD"), will be comprised solely of members of the Board who are not considered "interested persons" of the fund under the Investment Company Act of 1940 (the "ACT"), and who are otherwise independent. To be considered independent a member may not, other than in his or her capacity as a member of the Board, the Committee or any other committee of the Board, accept any consulting, advisory or other compensatory fee from the fund, or be a former officer or director of Capital Research and Management Company ("CRMC") or any of its affiliates. The Board will appoint the members of the Committee. If the Board has not designated a Chair of the Committee, the Committee members may designate a Chair by majority vote of all members. The Committee will be composed of at least three independent directors. The fund's Secretary will serve as Secretary of the Committee. The Committee will meet with the frequency, and at the times, determined by the Committee Chair or a majority of Committee members. Under normal circumstances, the Committee is expected to meet at least annually. The Chair will cause notice of each meeting, together with the agenda and any related materials, to be sent to each member, normally at least one week before the meeting. The Chair will cause minutes of each Committee meeting to be prepared and distributed to Committee members promptly. The Committee may ask independent legal counsel, representatives of CRMC or others to attend Committee meetings and provide pertinent information as necessary or desirable. The Committee may also meet in executive session. II.DUTIES AND RESPONSIBILITIES The Committee will: (a) Evaluate the size and composition of the Board, and formulate policies and objectives concerning the desired mix of independent director skills and characteristics. In doing so, the Committee will take into account all factors it considers relevant, including experience, demonstrated capabilities, independence, commitment, reputation, background, understanding of the investment business and understanding of business and financial matters generally. Where feasible and appropriate, the Committee will seek to enhance the diversity of Board membership. The Committee will also consider Board member succession issues. B-1 (b) Identify and screen independent Director candidates for appointment to the Board, and submit final recommendations to the full Board for approval. If the fund has an Advisory Board, the Committee will perform a similar function in relation to the Advisory Board./1/ The Committee will, in identifying and screening candidates, adhere to the policies and objectives it has previously formulated concerning independent director skills and characteristics. (c) Review independent director (and, if applicable, Advisory Board member) compensation at least every two years, and expense-reimbursement policies as appropriate. The Committee will make recommendations on these matters to the full Board./2/ (d) Review materials, including information drawn from independent director questionnaires, relating to positions, transactions and relationships that could reasonably bear on the independence of directors or raise concerns regarding potential conflicts of interest. (e) Make recommendations to the full Board concerning the appointment of independent directors to the Board's committees. The Committee may make recommendations to the full Board concerning the appointment of the Chair of each Board committee and periodic changes in those appointments and designations./3/ III.AUTHORITY AND RESOURCES The Committee will have the resources and authority appropriate to discharge its responsibilities, including, among other things, the authority to retain a search firm to assist the Committee in identifying, screening and attracting independent directors. Independent legal counsel to the independent directors will serve as independent legal counsel to the Committee. ------------- /1/ Committee members are encouraged to be alert to potential candidates on an ongoing basis, so that a pool of prospects is available for consideration when needs arise. As part of the identification and screening process, the Committee may consider candidates CRMC suggests, and may involve CRMC representatives in screening candidates. However, the decision to approve candidates for submission to the Board (or Advisory Board, if applicable) will be made exclusively by the Committee. /2/ Director compensation recommendations may take into account the size of the Fund, the demands placed on the independent directors, the practices of other mutual fund groups, the need to attract and retain qualified independent directors, any relevant regulatory or judicial developments, and other considerations deemed appropriate by the Committee. /3/ Recommendations in this area will be made after consideration of all relevant factors, including the desires and capacities of individual directors, and their roles on the boards and board committees of other funds managed by CRMC. Formal term limits for committee members or Chairs are not necessary, but the Committee will periodically consider their terms of service and the possible desirability of changes. B-2 [LOGO] American Funds (R) The right choice for the long term(R) IV.POLICIES AND PROCEDURES The Committee's policies and procedures may change from time to time to reflect new or evolving business conditions or nominating committee practices. In meeting its responsibilities, the Committee is expected to: (a) Provide oversight regarding the orientation of new independent directors./4/ The Committee Chair will designate an experienced independent director to assist, and be available to, each new independent director during his or her first year of service on the Board. (b) Consider, at such times as the Committee may deem appropriate, whether the composition of the Board, its committees (and, if applicable, the fund's Advisory Board) reflect an appropriate blend of skills, backgrounds and experience, in relation to the goal of maximizing their effectiveness. The Committee may also consider, as appropriate, Board member attendance. (c) Periodically review and reassess the adequacy of this Charter, and recommend to the full Board any changes deemed advisable. ------------- /4/ It is expected that orientation materials will be provided to each new director and one or more orientation sessions arranged. These sessions should be geared towards providing a working knowledge of the duties and obligations of mutual fund directors and their role in overseeing mutual fund investments and operations. Orientation sessions may be facilitated by or include members of the Committee, representatives of CRMC and/or independent legal counsel, as appropriate. New independent directors are encouraged to participate in other educational opportunities, including those provided by the Investment Company Institute. B-3 [GRAPHIC] Printed on recycled paper. -------------------------------------------------------------------------------- ~~The Capital Group Companies American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust~~

[logo - American Funds(r)] PROXY CARD CAPITAL WORLD GROWTH AND INCOME FUND, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 17, 2005 The undersigned hereby appoints Vincent P. Corti and Gina H. Despres, 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 offices of the Capital Group Companies, Inc., 333 South Hope Street, Los Angeles, California, on Monday, October 17, 2005 at 10:00 a.m., on all matters coming before the meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY. WHEN PROPERLY COMPLETED, IT WILL BE VOTED EXACTLY AS YOU INSTRUCT. IF YOU SIGN AND RETURN THIS PROXY, WITHOUT OTHERWISE COMPLETING IT, YOUR SHARES WILL BE VOTED FOR THE PROPOSALS. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 CAPITAL BANK AND TRUST COMPANY AS TRUSTEE /s/ Thomas J. Hamblin AUTHORIZED OFFICER 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 WGI_15572 [logo - American Funds(r)] PROXY CARD CAPITAL WORLD GROWTH AND INCOME FUND, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 17, 2005 The undersigned hereby appoints Vincent P. Corti and Gina H. Despres, 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 offices of the Capital Group Companies, Inc., 333 South Hope Street, Los Angeles, California, on Monday, October 17, 2005 at 10:00 a.m., on all matters coming before the meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY. WHEN PROPERLY COMPLETED, IT WILL BE VOTED EXACTLY AS YOU INSTRUCT. IF YOU SIGN AND RETURN THIS PROXY, WITHOUT OTHERWISE COMPLETING IT, YOUR SHARES WILL BE VOTED FOR THE PROPOSALS. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 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 WGI_15572 CAPITAL WORLD GROWTH AND INCOME FUND, INC. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: X FOR WITHHOLD FOR ALL ALL ALL EXCEPT ___ ___ ___ 1. Election of Directors: 01 Joseph C. Berenato 08 Mary Myers Kauppila 02 H. Frederick Christie 09 Gail L. Neale 03 Robert J. Denison 10 Robert J. O'Neill 04 Gina H. Despres 11 Donald E. Petersen 05 Paul G. Haaga, Jr. 12 Stefanie Powers 06 Koichi Itoh 13 Steadman Upham 07 Merit E. Janow 14 Charles Wolf, Jr. 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. IMPORTANT SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS BY PROMPTLY SIGNING AND RETURNING THIS PROXY. PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING WGI_15572