<PAGE>

[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.

<PAGE>

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.

<PAGE>

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


<PAGE>

notice of and to vote at the meeting,  the Funds' outstanding share balances for
the various classes of shares were as follows:

<TABLE>
<CAPTION>

                       <S>   <C>            <C>
                       CLASS      SHARES OUTSTANDING
                       ----------------------------------
                                            CAPITAL WORLD
                             CAPITAL INCOME  GROWTH AND
                                BUILDER      INCOME FUND
                       ----------------------------------

                         A    753,830,067    980,421,721
                       ----------------------------------
                         B    61,460,184     52,997,834
                       ----------------------------------
                         C    103,495,631    88,933,684
                       ----------------------------------
                         F    37,809,609     57,639,416
                       ----------------------------------
                       529-A   7,843,051     13,508,907
                       ----------------------------------
                       529-B   1,479,621      1,959,527
                       ----------------------------------
                       529-C   3,338,794      3,785,274
                       ----------------------------------
                       529-E    440,781        701,981
                       ----------------------------------
                       529-F    102,661        272,935
                       ----------------------------------
                        R-1     536,967        971,016
                       ----------------------------------
                        R-2    4,194,728     10,229,150
                       ----------------------------------
                        R-3    4,478,644     14,543,325
                       ----------------------------------
                        R-4    1,143,786      9,654,199
                       ----------------------------------
                        R-5    5,148,801     12,737,367
</TABLE>

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


<PAGE>

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


<PAGE>

                                        BOARD OF DIRECTORS
                                 CAPITAL INCOME BUILDER ("CIB")
                         CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")
<TABLE>
<S>                       <C>             <C>        <C>       <C>


                          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

</TABLE>

Capital Income Builder/Capital World Growth and Income Fund 4

<PAGE>

<TABLE>
<S>                    <C>                         <C>

                        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

</TABLE>


                   Capital Income Builder/Capital World Growth and Income Fund 5


<PAGE>

                                        BOARD OF DIRECTORS
                                 CAPITAL INCOME BUILDER ("CIB")
                         CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")
<TABLE>
<S>                       <C>             <C>        <C>       <C>


                                                                         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)

</TABLE>

<TABLE>
<S>                    <C>                         <C>

                        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

</TABLE>

/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

<PAGE>

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")

<TABLE>
<S>                          <C>                               <C>                                <C>
                                                               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


</TABLE>

<TABLE>
<S>                             <C>

                                  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

</TABLE>


                   Capital Income Builder/Capital World Growth and Income Fund 7


<PAGE>

                                      CAPITAL INCOME BUILDER ("CIB")

<TABLE>
<S>                          <C>                               <C>                                <C>
                                                               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
-----------------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<S>                             <C>

                                  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
------------------------------------------------------------

</TABLE>


8 Capital Income Builder/Capital World Growth and Income Fund


<PAGE>

                               CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")

<TABLE>
<CAPTION>
                                                             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
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                             <C>                             <C>
"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
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



                              AGGREGATE DOLLAR RANGE/3/
                               OF SHARES OWNED IN ALL
                             FUNDS IN THE AMERICAN FUNDS
                             FAMILY OVERSEEN BY DIRECTOR
NAME                            AS OF AUGUST 5, 2005
--------------------------------------------------------
<S>                          <C>
"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
--------------------------------------------------------
</TABLE>


                   Capital Income Builder/Capital World Growth and Income Fund 9


<PAGE>

                            CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")

<TABLE>
<CAPTION>
                                                          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
----------------------------------------------------------------------------------------------------------
<S>                       <C>                             <C>                             <C>
"INTERESTED" DIRECTORS/8/
Gina H. Despres                        None                           None                Over $100,000
----------------------------------------------------------------------------------------------------------
Paul G. Haaga, Jr.                     None                           None                Over $100,000
----------------------------------------------------------------------------------------------------------
</TABLE>




                           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


<PAGE>

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


<PAGE>

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


<PAGE>

                        CAPITAL INCOME BUILDER ("CIB")
                                OTHER OFFICERS

<TABLE>
<CAPTION>
                               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/
  <S>                        <C>                                 <C>
  ----------------------------------------------------------------------------
  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
</TABLE>


                  Capital Income Builder/Capital World Growth and Income Fund 13


<PAGE>

                 CAPITAL WORLD GROWTH AND INCOME FUND ("WGI")
                                OTHER OFFICERS

<TABLE>
<CAPTION>
                              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/
<S>                        <C>                                    <C>
-------------------------------------------------------------------------------
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
</TABLE>
/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


<PAGE>

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:

<TABLE>
<CAPTION>
                                                                                   CAPITAL WORLD
                                                            CAPITAL INCOME          GROWTH AND
                                                               BUILDER              INCOME FUND
BILLED TO THE FUNDS:                                       2003       2004       2003       2004
--------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>     <C>           <C>
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
--------------------------------------------------------------------------------------------------
</TABLE>


                  Capital Income Builder/Capital World Growth and Income Fund 15


<PAGE>

<TABLE>
<CAPTION>
                                                                                   CAPITAL WORLD
                                                        CAPITAL INCOME              GROWTH AND
                                                            BUILDER                 INCOME FUND
<S>                                                   <C>            <C>     <C>           <C>
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
</TABLE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

APPENDIX A

                     5% SHAREHOLDERS AS OF AUGUST 1, 2005




<TABLE>
<S>                            <C>   <C>         <C>         <C>         <C>
                                 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
------------------------------------------------------------------------------------
</TABLE>

                                      A-1

<PAGE>

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

<PAGE>

(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

<PAGE>

[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.

--------------------------------------------------------------------------------
<TABLE>
<S>               <C>                                <C>                      <C>                 <C>

The Capital Group Companies
American Funds    Capital Research and Management    Capital International    Capital Guardian    Capital Bank and Trust

</TABLE>


<PAGE>

[logo - American Funds(r)]                                            PROXY CARD

                          CAPITAL INCOME BUILDER, 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 James B. Lovelace, 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 9:00 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

                                                                       CIB_15571


<PAGE>

[logo - American Funds(r)]                                            PROXY CARD

                          CAPITAL INCOME BUILDER, 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 James B. Lovelace, 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 9:00 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

                                                                       CIB_15571

<PAGE>



                          CAPITAL INCOME BUILDER, 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   James B. Lovelace
     02       H. Frederick Christie              09   Gail L. Neale
     03       Robert J. Denison                  10   Robert J. O'Neill
     04       Paul G. Haaga, Jr.                 11   Donald E. Petersen
     05       Koichi Itoh                        12   Stefanie Powers
     06       Merit E. Janow                     13   Steadman Upham
     07       Mary Myers Kauppila                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

                                                                       CIB_15571