497 1 wgi497.htm CAPITAL WORLD GROWTH AND INCOME FUND wgi497.htm
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                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.

                                     Part B
                      Statement of Additional Information

                                February 1, 2010

                        (as supplemented May 27, 2010)

This document is not a prospectus but should be read in conjunction with the
current prospectus or retirement plan prospectus of Capital World Growth and
Income Fund (the "fund" or "WGI") dated February 1, 2010. You may obtain a
prospectus from your financial adviser or by writing to the fund at the
following address:

                   Capital World Growth and Income Fund, Inc.
                              Attention: Secretary
                             333 South Hope Street
                         Los Angeles, California 90071
                                  213/486-9200

Certain privileges and/or services described below may not be available to all
shareholders (including shareholders who purchase shares at net asset value
through eligible retirement plans) depending on the shareholder's investment
dealer or retirement plan recordkeeper. Please see your financial adviser,
investment dealer, plan recordkeeper or employer for more information.




Class A      CWGIX        Class 529-A          CWIAX    Class R-1          RWIAX
Class B      CWGBX        Class 529-B          CWIBX    Class R-2          RWIBX
Class C      CWGCX        Class 529-C          CWICX    Class R-3          RWICX
Class F-1    CWGFX        Class 529-E          CWIEX    Class R-4          RWIEX
Class F-2    WGIFX        Class 529-F-1        CWIFX    Class R-5          RWIFX
                                                        Class R-6          RWIGX




                               TABLE OF CONTENTS



Item                                                                  Page no.
----                                                                  --------

Certain investment limitations and guidelines . . . . . . . . . . .        2
Description of certain securities and investment techniques . . . .        3
Fund policies . . . . . . . . . . . . . . . . . . . . . . . . . . .       10
Management of the fund  . . . . . . . . . . . . . . . . . . . . . .       12
Execution of portfolio transactions . . . . . . . . . . . . . . . .       37
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . .       40
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . .       42
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . .       45
Purchase and exchange of shares . . . . . . . . . . . . . . . . . .       50
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . .       55
Sales charge reductions and waivers . . . . . . . . . . . . . . . .       58
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       63
Shareholder account services and privileges . . . . . . . . . . . .       64
General information . . . . . . . . . . . . . . . . . . . . . . . .       67
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       74
Investment portfolio
Financial statements




                 Capital World Growth and Income Fund -- Page 1
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                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

The following limitations and guidelines are considered at the time of purchase,
under normal circumstances, and are based on a percentage of the fund's net
assets unless otherwise noted. This summary is not intended to reflect all of
the fund's investment limitations.


.    The fund may invest up to 10% of its assets in straight debt securities
     (i.e., not convertible into equity) rated Baa1 or below by Moody's
     Investors Service ("Moody's") and BBB+ or below by Standard & Poor's
     Corporation ("S&P") or unrated but determined by the fund's investment
     adviser to be of equivalent quality.

.    The fund may invest up to 5% of its assets in straight debt securities
     (i.e., not convertible into equity) rated Ba1 or below by Moody's and BB+
     or below by S&P or unrated but determined by the fund's investment adviser
     to be of equivalent quality.

.    For temporary defensive purposes, the fund may invest principally or
     entirely in securities that are denominated in U.S. dollars or whose
     issuers are domiciled in the United States. Securities denominated in U.S.
     dollars include American Depositary Receipts ("ADRs"), certain European
     Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs").

                        *     *     *     *     *     *

The fund may experience difficulty liquidating certain portfolio securities
during significant market declines or periods of heavy redemptions.


                 Capital World Growth and Income Fund -- Page 2
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          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

The descriptions below are intended to supplement the material in the prospectus
under "Investment objective, strategies and risks."


EQUITY SECURITIES -- Equity securities represent an ownership position in a
company. Equity securities held by the fund typically consist of common stocks.
The prices of equity securities fluctuate based on, among other things, events
specific to their issuers and market, economic and other conditions. For
example, prices of these securities can be affected by financial contracts held
by the issuer or third parties (such as derivatives) relating to the security or
other assets or indices.


There may be little trading in the secondary market for particular equity
securities, which may adversely affect the fund's ability to value accurately or
dispose of such equity securities. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the value and/or
liquidity of equity securities.


INVESTING IN SMALLER CAPITALIZATION STOCKS -- The fund may invest in the stocks
of smaller capitalization companies (typically companies with market
capitalizations of less than $3.5 billion at the time of purchase). The
investment adviser believes that the issuers of smaller capitalization stocks
often provide attractive investment opportunities. However, investing in smaller
capitalization stocks can involve greater risk than is customarily associated
with investing in stocks of larger, more established companies. For example,
smaller companies often have limited product lines, limited operating histories,
limited markets or financial resources, may be dependent on one or a few key
persons for management and can be more susceptible to losses. Also, their
securities may be thinly traded (and therefore have to be sold at a discount
from current prices or sold in small lots over an extended period of time), may
be followed by fewer investment research analysts and may be subject to wider
price swings, thus creating a greater chance of loss than securities of larger
capitalization companies.


DEBT SECURITIES -- Debt securities are used by issuers to borrow money.
Generally, issuers pay investors periodic interest and repay the amount borrowed
either periodically during the life of the security and/or at maturity. Some
debt securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values and their values accrete over
time to face value at maturity. The market prices of debt securities fluctuate
depending on such factors as interest rates, credit quality and maturity. In
general, market prices of debt securities decline when interest rates rise and
increase when interest rates fall.

Lower rated debt securities, rated Ba1 or below by Moody's and/or BB+ or below
by S&P or unrated but determined by the fund's investment adviser to be of
equivalent quality, are described by the rating agencies as speculative and
involve greater risk of default or price changes due to changes in the issuer's
creditworthiness than higher rated debt securities, or they may already be in
default. The market prices of these securities may fluctuate more than higher
quality securities and may decline significantly in periods of general economic
difficulty. It may be more difficult to dispose of, and to determine the value
of, lower rated debt securities. Investment grade bonds in the ratings
categories A or Baa (Moody's) and A or BBB (S&P) may be more susceptible to
changes in market or economic conditions than bonds rated in the highest rating
categories.


                 Capital World Growth and Income Fund -- Page 3
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Certain additional risk factors relating to debt securities are discussed below:


     SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES -- Debt securities may be
     sensitive to economic changes, political and corporate developments, and
     interest rate changes. In addition, during an economic downturn or
     substantial period of rising interest rates, issuers that are highly
     leveraged may experience increased financial stress that could adversely
     affect their ability to meet projected business goals, to obtain additional
     financing and to service their principal and interest payment obligations.
     Periods of economic change and uncertainty also can be expected to result
     in increased volatility of market prices and yields of certain debt
     securities. For example, prices of these securities can be affected by
     financial contracts held by the issuer or third parties (such as
     derivatives) relating to the security or other assets or indices.

     PAYMENT EXPECTATIONS -- Debt securities may contain redemption or call
     provisions. If an issuer exercises these provisions in a lower interest
     rate market, the fund would have to replace the security with a lower
     yielding security, resulting in decreased income to investors. If the
     issuer of a debt security defaults on its obligations to pay interest or
     principal or is the subject of bankruptcy proceedings, the fund may incur
     losses or expenses in seeking recovery of amounts owed to it.

     LIQUIDITY AND VALUATION -- There may be little trading in the secondary
     market for particular debt securities, which may affect adversely the
     fund's ability to value accurately or dispose of such debt securities.
     Adverse publicity and investor perceptions, whether or not based on
     fundamental analysis, may decrease the value and/or liquidity of debt
     securities.

The investment adviser attempts to reduce the risks described above through
diversification of the fund's portfolio and by credit analysis of each issuer,
as well as by monitoring broad economic trends and corporate and legislative
developments, but there can be no assurance that it will be successful in doing
so.


Credit ratings for debt securities provided by rating agencies reflect an
evaluation of the safety of principal and interest payments, not market value
risk. The rating of an issuer is a rating agency's view of past and future
potential developments related to the issuer and may not necessarily reflect
actual outcomes. There can be a lag between the time of developments relating to
an issuer and the time a rating is assigned and updated.


Bond rating agencies may assign modifiers (such as +/-) to ratings categories to
signify the relative position of a credit within the rating category. Investment
policies that are based on ratings categories should be read to include any
security within that category, without giving consideration to the modifier
except where otherwise provided. See the Appendix for more information about
credit ratings.


WARRANTS AND RIGHTS -- The fund may purchase warrants, which may be issued
together with bonds or preferred stocks. Warrants generally entitle the holder
to buy a proportionate amount of common stock at a specified price, usually
higher than the current market price. Warrants may be issued with an expiration
date or in perpetuity. Rights are similar to warrants except that they normally
entitle the holder to purchase common stock at a lower price than the current
market price.


                 Capital World Growth and Income Fund -- Page 4
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SECURITIES WITH EQUITY AND DEBT CHARACTERISTICS -- The fund may invest in
securities that have a combination of equity and debt characteristics. These
securities may at times behave more like equity than debt or vice versa. Some
types of convertible bonds, preferred stocks or other preferred securities
automatically convert into common stocks or other securities at a stated
conversion ratio and some may be subject to redemption at the option of the
issuer at a predetermined price. These securities, prior to conversion, may pay
a fixed rate of interest or a dividend. Because convertible securities have both
debt and equity characteristics, their values vary in response to many factors,
including the values of the securities into which they are convertible, general
market and economic conditions, and convertible market valuations, as well as
changes in interest rates, credit spreads and the credit quality of the issuer.


These securities may include hybrid securities, which also have equity and debt
characteristics. Such securities are normally at the bottom of an issuer's debt
capital structure. As such, they may be more sensitive to economic changes than
more senior debt securities. These securities may also be viewed as more
equity-like by the market when the issuer or its parent company experience
financial problems.


The prices and yields of nonconvertible preferred securities or preferred stocks
generally move with changes in interest rates and the issuer's credit quality,
similar to the factors affecting debt securities. Nonconvertible preferred
securities will be treated as debt for fund investment limit purposes.


INVESTING OUTSIDE THE U.S. -- Investing outside the United States may involve
additional risks caused by, among other things, currency controls and
fluctuating currency values; different accounting, auditing, financial
reporting, disclosure, and regulatory and legal standards and practices;
changing local, regional and global economic, political and social conditions;
expropriation; changes in tax policy; greater market volatility; different
securities market structures; higher transaction costs; and various
administrative difficulties, such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends.


The risks described above may be heightened in connection with investments in
developing countries. Although there is no universally accepted definition, the
investment adviser generally considers a developing country as a country that is
in the earlier stages of its industrialization cycle with a low per capita gross
domestic product ("GDP") and a low market capitalization to GDP ratio relative
to those in the United States and the European Union. Historically, the markets
of developing countries have been more volatile than the markets of developed
countries, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, developing countries may have less stable
governments, may present the risks of nationalization of businesses, may have
restrictions on foreign ownership and prohibitions on the repatriation of assets
and may have less protection of property rights than more developed countries.
The economies of developing countries may be reliant on only a few industries,
may be highly vulnerable to changes in local or global trade conditions and may
suffer from high and volatile debt burdens or inflation rates. Local securities
markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt
liquidation of holdings difficult or impossible at times.


Additional costs could be incurred in connection with the fund's investment
activities outside the United States. Brokerage commissions may be higher
outside the United States, and the fund will bear certain expenses in connection
with its currency transactions. Furthermore, increased custodian costs may be
associated with maintaining assets in certain jurisdictions.


                 Capital World Growth and Income Fund -- Page 5
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In determining the domicile of an issuer, the fund's investment adviser will
consider the domicile determination of a leading provider of global indexes,
such as Morgan Stanley Capital International, and may also take into account
such factors as where the company's securities are listed, where the company is
legally organized, maintains principal corporate offices and/or conducts its
principal operations.


DEPOSITARY RECEIPTS - ADRs, in registered form, are designed for use in the U.S.
securities markets and are generally dollar denominated. EDRs, in bearer form,
are designed for use in the European securities markets and may be dollar
denominated. GDRs, in bearer form, primarily are designed for use in the
European and the U.S. securities markets, and may be dollar denominated.
Depositary receipts represent and may be converted into the underlying foreign
security.


CURRENCY TRANSACTIONS -- The fund may purchase and sell currencies to facilitate
securities transactions and enter into forward currency contracts to protect
against changes in currency exchange rates. A forward currency contract is an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. Forward currency contracts
entered into by the fund will involve the purchase or sale of one currency
against the U.S. dollar. While entering into forward currency transactions could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain that may result from an increase in the
value of the currency. The fund will not generally attempt to protect against
all potential changes in exchange rates. The fund will segregate liquid assets
that will be marked to market daily to meet its forward contract commitments to
the extent required by the Securities and Exchange Commission.


Certain provisions of the Internal Revenue Code may affect the extent to which
the fund may enter into forward contracts. Such transactions also may affect the
character and timing of income, gain or loss recognized by the fund for U.S.
federal income tax purposes.

REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements under
which the fund buys a security and obtains a simultaneous commitment from the
seller to repurchase the security at a specified time and price. Because the
security purchased constitutes collateral for the repurchase obligation, a
repurchase agreement may be considered a loan that is collateralized by the
security purchased. Repurchase agreements permit the fund to maintain liquidity
and earn income over periods of time as short as overnight. The seller must
maintain with the fund's custodian collateral equal to at least 100% of the
repurchase price, including accrued interest, as monitored daily by the
investment adviser. The fund will only enter into repurchase agreements
involving securities in which it could otherwise invest and with selected banks
and securities dealers whose financial condition is monitored by the investment
adviser. If the seller under the repurchase agreement defaults, the fund may
incur a loss if the value of the collateral securing the repurchase agreement
has declined and may incur disposition costs in connection with liquidating the
collateral. If bankruptcy proceedings are commenced with respect to the seller,
realization of the collateral by the fund may be delayed or limited.


OBLIGATIONS BACKED BY THE "FULL FAITH AND CREDIT" OF THE U.S. GOVERNMENT -- U.S.
government obligations include the following types of securities:


     U.S. TREASURY SECURITIES -- U.S. Treasury securities include direct
     obligations of the U.S. Treasury, such as Treasury bills, notes and bonds.
     For these securities, the payment


                 Capital World Growth and Income Fund -- Page 6
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     of principal and interest is unconditionally guaranteed by the U.S.
     government, and thus they are of the highest possible credit quality. Such
     securities are subject to variations in market value due to fluctuations in
     interest rates, but, if held to maturity, will be paid in full.

     FEDERAL AGENCY SECURITIES -- The securities of certain U.S. government
     agencies and government-sponsored entities are guaranteed as to the timely
     payment of principal and interest by the full faith and credit of the U.S.
     government. Such agencies and entities include The Federal Financing Bank
     (FFB), the Government National Mortgage Association (Ginnie Mae), the
     Veterans Administration (VA), the Federal Housing Administration (FHA), the
     Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation
     (OPIC), the Commodity Credit Corporation (CCC) and the Small Business
     Administration (SBA).

OTHER FEDERAL AGENCY OBLIGATIONS -- Additional federal agency securities are
neither direct obligations of, nor guaranteed by, the U.S. government. These
obligations include securities issued by certain U.S. government agencies and
government-sponsored entities. However, they generally involve some form of
federal sponsorship: some operate under a government charter; some are backed by
specific types of collateral; some are supported by the issuer's right to borrow
from the Treasury; and others are supported only by the credit of the issuing
government agency or entity. These agencies and entities include, but are not
limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation
(Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee
Valley Authority and Federal Farm Credit Bank System.


On September 7, 2008, Freddie Mac and Fannie Mae were placed into
conservatorship by their new regulator, the Federal Housing Finance Agency.
Simultaneously, the U.S. Treasury made a commitment of indefinite duration to
maintain the positive net worth of both firms.


REAL ESTATE INVESTMENT TRUSTS -- The fund may invest in securities issued by
real estate investment trusts (REITs), which primarily invest in real estate or
real estate-related loans. Equity REITs own real estate properties, while
mortgage REITs hold construction, development and/or long-term mortgage loans.
The values of REITs may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property taxes,
interest rates, tax laws and regulatory requirements, such as those relating to
the environment. Both types of REITs are dependent upon management skill and the
cash flows generated by their holdings, the real estate market in general and
the possibility of failing to qualify for any applicable pass-through tax
treatment or failing to maintain any applicable exemptive status afforded under
relevant laws.


CASH AND CASH EQUIVALENTS -- The fund may hold cash or invest in cash
equivalents. Cash equivalents include (a) commercial paper (for example,
short-term notes with maturities typically up to 12 months in length issued by
corporations, governmental bodies or bank/corporation sponsored conduits
(asset-backed commercial paper)) (b) short-term bank obligations (for example,
certificates of deposit, bankers' acceptances (time drafts on a commercial bank
where the bank accepts an irrevocable obligation to pay at maturity)) or bank
notes, (c) savings association and savings bank obligations (for example, bank
notes and certificates of deposit issued by savings banks or savings
associations), (d) securities of the U.S. government, its agencies or
instrumentalities that mature, or may be redeemed, in one year or less, and (e)
corporate bonds and notes that mature, or that may be redeemed, in one year or
less.


                 Capital World Growth and Income Fund -- Page 7
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FORWARD COMMITMENT, WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The fund
may enter into commitments to purchase or sell securities at a future date. When
the fund agrees to purchase such securities, it assumes the risk of any decline
in value of the security from the date of the agreement. If the other party to
such a transaction fails to deliver or pay for the securities, the fund could
miss a favorable price or yield opportunity, or could experience a loss.


The fund will not use these transactions for the purpose of leveraging and will
segregate liquid assets that will be marked to market daily in an amount
sufficient to meet its payment obligations in these transactions. Although these
transactions will not be entered into for leveraging purposes, to the extent the
fund's aggregate commitments in connection with these transactions exceed its
segregated assets, the fund temporarily could be in a leveraged position
(because it may have an amount greater than its net assets subject to market
risk). Should market values of the fund's portfolio securities decline while the
fund is in a leveraged position, greater depreciation of its net assets would
likely occur than if it were not in such a position. The fund will not borrow
money to settle these transactions and, therefore, will liquidate other
portfolio securities in advance of settlement if necessary to generate
additional cash to meet its obligations. After a transaction is entered into,
the fund may still dispose of or renegotiate the transaction. Additionally,
prior to receiving delivery of securities as part of a transaction, the fund may
sell such securities.


RESTRICTED OR ILLIQUID SECURITIES -- The fund may purchase securities subject to
restrictions on resale. Restricted securities may only be sold pursuant to an
exemption from registration under the Securities Act of 1933 (the "1933 Act"),
or in a registered public offering. Where registration is required, the holder
of a registered security may be obligated to pay all or part of the registration
expense and a considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under an
effective registration statement. Difficulty in selling such securities may
result in a loss to the fund or cause it to incur additional administrative
costs.


Securities (including restricted securities) not actively traded will be
considered illiquid unless they have been specifically determined to be liquid
under procedures adopted by the fund's board of directors, taking into account
factors such as the frequency and volume of trading, the commitment of dealers
to make markets and the availability of qualified investors, all of which can
change from time to time. The fund may incur certain additional costs in
disposing of illiquid securities.

                        *     *     *     *     *     *


                 Capital World Growth and Income Fund -- Page 8
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PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held. Short-term trading
profits are not the fund's objective, and changes in its investments are
generally accomplished gradually, though short-term transactions may
occasionally be made. High portfolio turnover involves correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions. It may
also result in the realization of net capital gains, which are taxable when
distributed to shareholders, unless the shareholder is exempt from taxation.


Fixed-income securities are generally traded on a net basis and usually neither
brokerage commissions nor transfer taxes are involved. Transaction costs are
usually reflected in the spread between the bid and asked price.


The fund's portfolio turnover rates for the fiscal years ended November 30, 2009
and 2008 were 44% and 37%, respectively. The portfolio turnover rate would equal
100% if each security in a fund's portfolio were replaced once per year. See
"Financial highlights" in the prospectus for the fund's annual portfolio
turnover rate for each of the last five fiscal years.


                 Capital World Growth and Income Fund -- Page 9
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                                 FUND POLICIES

All percentage limitations in the following fund policies are considered at the
time securities are purchased and are based on the fund's net assets unless
otherwise indicated. None of the following policies involving a maximum
percentage of assets will be considered violated unless the excess occurs
immediately after, and is caused by, an acquisition by the fund. In managing the
fund, the fund's investment adviser may apply more restrictive policies than
those listed below.


FUNDAMENTAL POLICIES -- The fund has adopted the following policies, which may
not be changed without approval by holders of a majority of its outstanding
shares. Such majority is currently defined in the Investment Company Act of
1940, as amended (the "1940 Act"), as the vote of the lesser of (a) 67% or more
of the voting securities present at a shareholder meeting, if the holders of
more than 50% of the outstanding voting securities are present in person or by
proxy, or (b) more than 50% of the outstanding voting securities.


1.   Except as permitted by (i) the 1940 Act and the rules and regulations
thereunder, or other successor law governing the regulation of registered
investment companies, or interpretations or modifications thereof by the SEC,
SEC staff or other authority of competent jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction, the fund may not:

          a.  Borrow money;

          b.  Issue senior securities;

          c.  Underwrite the securities of other issuers;

          d.  Purchase or sell real estate or commodities;

          e.  Make loans; or

          f. Purchase the securities of any issuer if, as a result of such
          purchase, the fund's investments would be concentrated in any
          particular industry.

2.   The fund may not invest in companies for the purpose of exercising control
or management.

NONFUNDAMENTAL POLICIES -- The following policy may be changed without
shareholder approval:


The fund may not acquire securities of open-end investment companies or unit
investment trusts registered under the 1940 Act in reliance on Sections
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.


                Capital World Growth and Income Fund -- Page 10
<PAGE>


ADDITIONAL INFORMATION ABOUT FUNDAMENTAL POLICIES -- The information below is
not part of the fund's fundamental policies. This information is intended to
provide a summary of what is currently required or permitted by the 1940 Act and
the rules and regulations thereunder, or by the interpretive guidance thereof by
the SEC or SEC staff, for particular fundamental policies of the fund.


For purposes of fundamental policy 1a, the fund may borrow money in amounts of
up to 33-1/3% of its total assets from banks for any purpose, and may borrow up
to 5% of its total assets from banks or other lender for temporary purposes.


For purposes of fundamental policy 1e, the fund may not lend more than 33-1/3%
of its total assets, except through the purchase of debt obligations.

For purposes of fundamental policy 1f, the fund may not invest 25% or more of
its total assets in the securities of issuers in the same industry, unless the
fund has adopted a policy allowing for such investments.


                Capital World Growth and Income Fund -- Page 11
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                             MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS


"INDEPENDENT" DIRECTORS/1/

 NAME, AGE AND                                      NUMBER OF
 POSITION WITH FUND             PRINCIPAL         PORTFOLIOS/3/   OTHER DIRECTORSHIPS/4/
 (YEAR FIRST ELECTED          OCCUPATION(S)         OVERSEEN               HELD
 AS A DIRECTOR/2/)        DURING PAST FIVE YEARS   BY DIRECTOR         BY DIRECTOR
-----------------------------------------------------------------------------------------
 Joseph C. Berenato, 63    Chairman, Ducommun           6         None
 Director (2005)           Incorporated
                           (aerospace
                           components
                           manufacturer)
-----------------------------------------------------------------------------------------
 H. Frederick Christie,    Private investor;            3         AECOM Technology
 76                        former President and                   Corporation;
 Chairman of the Board     CEO, The Mission                       Capital Private Client
 (Independent and          Group (non-utility                     Services Funds;
 Non-Executive) (1993)     holding company,                       DineEquity, Inc.;
                           subsidiary of                          Ducommun Incorporated;
                           Southern California                    SouthWest Water Company
                           Edison Company)
-----------------------------------------------------------------------------------------
 Robert J. Denison, 69     Chair, First                 7         None
 Director (2005)           Security Management
                           (private investment)
-----------------------------------------------------------------------------------------
 Mary Anne Dolan, 63       Founder and                  9         None
 Director (2010)           President, MAD Ink
                           (communications
                           company)
-----------------------------------------------------------------------------------------
 R. Clark Hooper, 63       Private investor;           44         JPMorgan Value
 Director (2010)           former President,                      Opportunities Fund,
                           Dumbarton Group LLC                    Inc.;
                           (securities industry                   The Swiss Helvetia
                           consulting); former                    Fund, Inc.
                           Executive Vice
                           President - Policy
                           and Oversight, NASD
-----------------------------------------------------------------------------------------
 Koichi Itoh, 69           Chairman of the              6         None
 Director (2005)           Board, Itoh Building
                           Co., Ltd. (building
                           management); former
                           President,
                           Autosplice KK
                           (electronics)
-----------------------------------------------------------------------------------------
 Merit E. Janow, 52        Professor, Columbia         41         The NASDAQ Stock Market
 Director (2001)           University, School                     LLC; Trimble Navigation
                           of International and                   Limited
                           Public Affairs;
                           former Member, World
                           Trade Organization
                           Appellate Body
-----------------------------------------------------------------------------------------
 Leonade D. Jones, 62      Co-founder,                  9         None
 Director (2010)           VentureThink LLC
                           (developed and
                           managed e-commerce
                           businesses) and
                           Versura Inc.
                           (education loan
                           exchange); former
                           Treasurer, The
                           Washington Post
                           Company
-----------------------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 12
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 NAME, AGE AND                                      NUMBER OF
 POSITION WITH FUND             PRINCIPAL         PORTFOLIOS/3/   OTHER DIRECTORSHIPS/4/
 (YEAR FIRST ELECTED          OCCUPATION(S)         OVERSEEN               HELD
 AS A DIRECTOR/2/)        DURING PAST FIVE YEARS   BY DIRECTOR         BY DIRECTOR
-----------------------------------------------------------------------------------------
 Gail L. Neale, 75         President, The               5         None
 Director (1993)           Lovejoy Consulting
                           Group, Inc. (a pro
                           bono consulting
                           group advising
                           nonprofit
                           organizations)
-----------------------------------------------------------------------------------------
 Robert J. O'Neill,        Member of the Board          3         None
 Ph.D., 73                 of Directors, The
 Director (1993)           Lowy Institute for
                           International Policy
                           Studies, Sydney,
                           Australia; Chairman,
                           Academic Advisory
                           Committee, United
                           States Studies
                           Centre, University
                           of Sydney,
                           Australia; Chairman
                           of Directors, Forty
                           Seven FriendsPty Ltd
                           (a not-for-profit
                           supporting a local
                           art and craft center
                           in Australia);
                           former Planning
                           Director and acting
                           CEO, United States
                           Studies Centre,
                           University of
                           Sydney, Australia;
                           former Deputy
                           Chairman of the
                           Council and Chairman
                           of the International
                           Advisory Panel,
                           Graduate School of
                           Government,
                           University of
                           Sydney, Australia;
                           former 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, 83    Retired; former              2         None
 Director (1993)           Chairman of the
                           Board and CEO, Ford
                           Motor Company
-----------------------------------------------------------------------------------------
 Stefanie Powers, 67       Actor, Producer;             3         None
 Director (1993-1996,      Co-founder and
 1997)                     President of The
                           William Holden
                           Wildlife Foundation;
                           conservation
                           consultant to Land
                           Rover and Jaguar
                           North America;
                           author of The Jaguar
                           Conservation Trust
-----------------------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 13
<PAGE>

 NAME, AGE AND                                      NUMBER OF
 POSITION WITH FUND             PRINCIPAL         PORTFOLIOS/3/   OTHER DIRECTORSHIPS/4/
 (YEAR FIRST ELECTED          OCCUPATION(S)         OVERSEEN               HELD
 AS A DIRECTOR/2/)        DURING PAST FIVE YEARS   BY DIRECTOR         BY DIRECTOR
-----------------------------------------------------------------------------------------
 Christopher E. Stone,     Daniel and Florence          6         None
 53                        Guggenheim Professor
 Director (2009)           of the Practice of
                           Criminal Justice,
                           John F. Kennedy
                           School of
                           Government, Harvard
                           University
-----------------------------------------------------------------------------------------
 Steadman Upham, Ph.D.,    President and               41         None
 61                        Professor of
 Director (2001)           Anthropology, The
                           University of Tulsa;
                           former President and
                           Professor of
                           Archaeology,
                           Claremont Graduate
                           University
-----------------------------------------------------------------------------------------
 Charles Wolf, Jr.,        Senior Economic              2         None
 Ph.D., 85                 Adviser and
 Director (1993)           Corporate Chair in
                           International
                           Economics, The RAND
                           Corporation; former
                           Dean, The RAND
                           Graduate School
-----------------------------------------------------------------------------------------





"INTERESTED" DIRECTORS/5/,/6/

                                 PRINCIPAL OCCUPATION(S)
                                 DURING PAST FIVE YEARS
 NAME, AGE AND                        AND POSITIONS            NUMBER OF
 POSITION WITH FUND           HELD WITH AFFILIATED ENTITIES  PORTFOLIOS/3/
 (YEAR FIRST ELECTED          OR THE PRINCIPAL UNDERWRITER     OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A DIRECTOR/OFFICER/2/)             OF THE FUND            BY DIRECTOR            BY DIRECTOR
---------------------------------------------------------------------------------------------------------
 Gina H. Despres, 68           Senior Vice President,              4         None
 Vice Chairman of the Board    Capital Research and
 (1999)                        Management Company; Senior
                               Vice President, Capital
                               Strategy Research, Inc.*
---------------------------------------------------------------------------------------------------------
 Mark E. Denning, 52           Senior Vice President -             1         None
 President (1993)              Capital Research Global
                               Investors, Capital Research
                               Company*; Director, Capital
                               Research and Management
                               Company; Director, Capital
                               International Limited*
---------------------------------------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 14
<PAGE>


OTHER OFFICERS/6/

 NAME, AGE AND
 POSITION WITH FUND         PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
 (YEAR FIRST ELECTED          AND POSITIONS HELD WITH AFFILIATED ENTITIES
 AS AN OFFICER/2/)             OR THE PRINCIPAL UNDERWRITER OF THE FUND
-------------------------------------------------------------------------------
 Stephen E. Bepler, 67   Senior Vice President - Capital Research Global
 Senior Vice President   Investors, Capital Research Company*
 (1993)
-------------------------------------------------------------------------------
 Michael J. Thawley,     Senior Vice President, Capital Research and
 60                      Management Company; Senior Vice President, Capital
 Senior Vice President   Strategy Research, Inc.*; former Australian
 (2007)                  Ambassador to the United States
-------------------------------------------------------------------------------
 Jeanne K. Carroll, 61   Senior Vice President - Capital Research Global
 Vice President (2001)   Investors, Capital Research Company*
-------------------------------------------------------------------------------
 Sung Lee, 43            Senior Vice President - Capital Research Global
 Vice President (2008)   Investors, Capital Research Company*; Director, The
                         Capital Group Companies, Inc.*
-------------------------------------------------------------------------------
 Jesper Lyckeus, 42      Senior Vice President - Capital Research Global
 Vice President (2008)   Investors, Capital Research Company*
-------------------------------------------------------------------------------
 David M. Riley, 43      Senior Vice President - Capital Research Global
 Vice President (2007)   Investors, Capital Research and Management Company
-------------------------------------------------------------------------------
 Donald H. Rolfe, 37     Vice President and Associate Counsel - Fund Business
 Vice President (2008)   Management Group, Capital Research and Management
                         Company
-------------------------------------------------------------------------------
 Vincent P. Corti, 53    Vice President - Fund Business Management Group,
 Secretary (1993)        Capital Research and Management Company
-------------------------------------------------------------------------------
 Jeffrey P. Regal, 38    Vice President - Fund Business Management Group,
 Treasurer (2003)        Capital Research and Management Company
-------------------------------------------------------------------------------
 Tanya Schneider, 37     Assistant Vice President - Fund Business Management
 Assistant Secretary     Group, Capital Research and Management Company
 (2008)
-------------------------------------------------------------------------------
 Neal F. Wellons, 38     Vice President - Fund Business Management Group,
 Assistant Treasurer     Capital Research and Management Company
 (2008)
-------------------------------------------------------------------------------


*  Company affiliated with Capital Research and Management Company.

1  The term "independent" director refers to a director who is not an "interested
   person" of the fund within the meaning of the 1940 Act.
2  Directors and officers of the fund serve until their resignation, removal or
   retirement.
3  Funds managed by Capital Research and Management Company, including the
   American Funds; American Funds Insurance Series,(R) which is composed of 16
   funds and serves as the underlying investment vehicle for certain variable
   insurance contracts; American Funds Target Date Retirement Series,(R) Inc.,
   which is composed of 10 funds and is available through tax-deferred retirement
   plans and IRAs; and Endowments, which is available to certain nonprofit
   organizations.
4  This includes all directorships (other than those in the American Funds or
   other funds managed by Capital Research and Management Company) that are held
   by each director as a director of a public company or a registered investment
   company.
5  "Interested persons" of the fund within the meaning of the 1940 Act, 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).
 6  All of the officers listed, with the exception of Jeanne K. Carroll, are
   officers and/or directors/trustees of one or more of the other funds for
   which Capital Research and Management Company serves as investment adviser.

THE ADDRESS FOR ALL DIRECTORS AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET,
55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY.


                Capital World Growth and Income Fund -- Page 15
<PAGE>

FUND SHARES OWNED BY DIRECTORS AS OF DECEMBER 31, 2009:


                                                                               AGGREGATE
                                                                                DOLLAR
                                                                              RANGE/1/ OF
                                                                              INDEPENDENT
                                            AGGREGATE                          DIRECTORS
                                         DOLLAR RANGE/1/      DOLLAR           DEFERRED
                                            OF SHARES       RANGE/1 /OF     COMPENSATION/2/
                                            OWNED IN        INDEPENDENT      ALLOCATED TO
                                            ALL FUNDS        DIRECTORS         ALL FUNDS
                                             IN THE          DEFERRED           WITHIN
                        DOLLAR RANGE/1/  AMERICAN FUNDS   COMPENSATION/2/   AMERICAN FUNDS
                            OF FUND      FAMILY OVERSEEN     ALLOCATED      FAMILY OVERSEEN
         NAME            SHARES OWNED      BY DIRECTOR        TO FUND         BY DIRECTOR
--------------------------------------------------------------------------------------------
 "INDEPENDENT" DIRECTORS
--------------------------------------------------------------------------------------------
 Joseph C. Berenato        $10,001 -      Over $100,000    $1 - $10,000      Over $100,000
                            $50,000
--------------------------------------------------------------------------------------------
 H. Frederick            Over $100,000    Over $100,000         N/A          Over $100,000
 Christie
--------------------------------------------------------------------------------------------
 Robert J. Denison         $10,001 -        $50,001 -           N/A               N/A
                            $50,000         $100,000
--------------------------------------------------------------------------------------------
 Mary Anne Dolan/3/      Over $100,000    Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 R. Clark Hooper/3/        $10,001 -      Over $100,000         N/A          Over $100,000
                            $50,000
--------------------------------------------------------------------------------------------
 Koichi Itoh/4/          Over $100,000    Over $100,000    Over $100,000     Over $100,000
--------------------------------------------------------------------------------------------
 Merit E. Janow          Over $100,000    Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Leonade D. Jones/3/         None         Over $100,000         N/A          Over $100,000
--------------------------------------------------------------------------------------------
 Gail L. Neale           Over $100,000    Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Robert J. O'Neill/4/        None             None              N/A               N/A
--------------------------------------------------------------------------------------------
 Donald E. Petersen      Over $100,000    Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Stefanie Powers             None         Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Christopher E.            $10,001 -      Over $100,000         N/A               N/A
 Stone/3/                   $50,000
--------------------------------------------------------------------------------------------
 Steadman Upham          Over $100,000    Over $100,000    Over $100,000     Over $100,000
--------------------------------------------------------------------------------------------
 Charles Wolf, Jr.       Over $100,000    Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 16
<PAGE>

                                                          AGGREGATE
                                                       DOLLAR RANGE/1/
                                                          OF SHARES
                                                           OWNED IN
                                                          ALL FUNDS
                                                            IN THE
                          DOLLAR RANGE/1/               AMERICAN FUNDS
                              OF FUND                  FAMILY OVERSEEN
       NAME                 SHARES OWNED                 BY DIRECTOR
-----------------------------------------------------------------------------
 "INTERESTED" DIRECTORS
-----------------------------------------------------------------------------
 Gina H. Despres           Over $100,000                Over $100,000
-----------------------------------------------------------------------------
 Mark E.                        None                         None
 Denning/4/
-----------------------------------------------------------------------------

1  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.
2  Eligible directors may defer their compensation under a nonqualified deferred
   compensation plan. Deferred amounts accumulate at an earnings rate determined
   by the total return of one or more American Funds as designated by the
   director.
3  Christopher E. Stone was elected to the board effective June 18, 2009. Mary
   Anne Dolan, R. Clark Hooper and Leonade D. Jones were newly elected to the
   board effective January 1, 2010.
4  Director resides outside the United States. As such, tax considerations may
   adversely influence his or her ability to own shares of the fund.


DIRECTOR COMPENSATION -- No compensation is paid by the fund to any officer or
director who is a director, officer or employee of the investment adviser or its
affiliates. The boards of funds advised by the investment adviser typically meet
either individually or jointly with the boards of one or more other such funds
with substantially overlapping board membership (in each case referred to as a
"board cluster"). The fund typically pays each independent director an annual
fee, which ranges from $13,125 to $20,000, based primarily on the total number
of board clusters on which that independent director serves.


In addition, the fund generally pays independent directors attendance and other
fees for meetings of the board and its committees. Board chairs receive
additional fees for their services.


Independent directors also receive attendance fees for certain special joint
meetings and information sessions with directors and trustees of other groupings
of funds advised by the investment adviser. The fund and the other funds served
by each independent director each pay an equal portion of these attendance fees.


No pension or retirement benefits are accrued as part of fund expenses.
Independent directors may elect, on a voluntary basis, to defer all or a portion
of their fees through a deferred compensation plan in effect for the fund. The
fund also reimburses certain expenses of the independent directors.


                Capital World Growth and Income Fund -- Page 17
<PAGE>


DIRECTOR COMPENSATION EARNED DURING THE FISCAL YEAR ENDED NOVEMBER 30, 2009

                                                          TOTAL COMPENSATION (INCLUDING
                           AGGREGATE COMPENSATION     VOLUNTARILY DEFERRED COMPENSATION/1/)
                           (INCLUDING VOLUNTARILY           FROM ALL FUNDS MANAGED BY
                          DEFERRED COMPENSATION/1/)      CAPITAL RESEARCH AND MANAGEMENT
         NAME                   FROM THE FUND             COMPANY OR ITS AFFILIATES/2/
--------------------------------------------------------------------------------------------
 Joseph C. Berenato/3/             $44,166                      $326,458
--------------------------------------------------------------------------------------------
 H. Frederick Christie/3/           63,117                       316,102
--------------------------------------------------------------------------------------------
 Robert J. Denison                  54,875                       244,666
--------------------------------------------------------------------------------------------
 Mary Anne Dolan/4/                   None                       327,833
--------------------------------------------------------------------------------------------
 R. Clark Hooper/4/                   None                       389,412
--------------------------------------------------------------------------------------------
 Koichi Itoh/3/                     53,500                       221,750
--------------------------------------------------------------------------------------------
 Merit E. Janow                     51,625                       222,500
--------------------------------------------------------------------------------------------
 Leonade D. Jones/4/                  None                       366,667
--------------------------------------------------------------------------------------------
 Gail L. Neale                      54,875                       229,250
--------------------------------------------------------------------------------------------
 Robert J. O'Neill                  63,750                       133,500
--------------------------------------------------------------------------------------------
 Donald E. Petersen                 63,750                       123,500
--------------------------------------------------------------------------------------------
 Stefanie Powers                    56,000                       110,000
--------------------------------------------------------------------------------------------
 Christopher E. Stone/4/            24,750                       180,146
--------------------------------------------------------------------------------------------
 Steadman Upham/3/                  54,965                       246,886
--------------------------------------------------------------------------------------------
 Charles Wolf, Jr.                  63,750                       123,500
--------------------------------------------------------------------------------------------

1  Amounts may be deferred by eligible directors under a nonqualified deferred
   compensation plan adopted by the fund in 1993. Deferred amounts accumulate at
   an earnings rate determined by the total return of one or more American Funds
   as designated by the directors. Compensation shown in this table for the fiscal
   year ended November 30, 2009 does not include earnings on amounts deferred in
   previous fiscal years. See footnote 3 to this table for more information.
2  Funds managed by Capital Research and Management Company, including the
   American Funds; American Funds Insurance Series,(R) which is composed of 16
   funds and serves as the underlying investment vehicle for certain variable
   insurance contracts; American Funds Target Date Retirement Series,(R) Inc.,
   which is composed of 10 funds and is available through tax-deferred retirement
   plans and IRAs; and Endowments, which is available to certain nonprofit
   organizations.
3  Since the deferred compensation plan's adoption, the total amount of deferred
   compensation accrued by the fund (plus earnings thereon) through the 2009
   fiscal year for participating directors is as follows: Joseph C. Berenato
   ($3,657), H. Frederick Christie ($223,398), Koichi Itoh ($178,834) and Steadman
   Upham ($390,095). Amounts deferred and accumulated earnings thereon are not
   funded and are general unsecured liabilities of the fund until paid to the
   directors.
4  Christopher E. Stone was elected to the board effective June 18, 2009. Mary
   Anne Dolan, R. Clark Hooper and Leonade D. Jones were newly elected to the
   board effective January 1, 2010.

As of May 1, 2010, the officers and directors of the fund and their families, as
a group, owned beneficially or of record less than 1% of the outstanding shares
of the fund.


FUND ORGANIZATION AND THE BOARD OF DIRECTORS -- The fund, an open-end,
diversified management investment company, was organized as a Maryland
corporation on November 4, 1992. At a meeting of the fund's shareholders on
November 24, 2009, shareholders approved the reorganization of the fund to a
Delaware statutory trust. The


                Capital World Growth and Income Fund -- Page 18
<PAGE>


reorganization may be completed in 2010 or early 2011; however, the fund
reserves the right to delay the implementation. A summary comparison of the
governing documents and state laws affecting the Delaware statutory trust and
the current form of organization of the fund can be found in a joint proxy
statement available on the SEC's website at sec.gov. Although the board of
directors has delegated day-to-day oversight to the investment adviser, all fund
operations are supervised by the fund's board, which meets periodically and
performs duties required by applicable state and federal laws.


Under Maryland law, the business affairs of a fund are managed under the
direction of the board of directors, and all powers of the fund are exercised by
or under the authority of the board except as reserved to the shareholders by
law or the fund's charter or by-laws. Maryland law requires each director to
perform his/her duties as a director, including his/her duties as a member of
any board committee on which he/she serves, in good faith, in a manner he/she
reasonably believes to be in the best interest of the fund, and with the care
that an ordinarily prudent person in a like position would use under similar
circumstances.


Independent board members are paid certain fees for services rendered to the
fund as described above. They may elect to defer all or a portion of these fees
through a deferred compensation plan in effect for the fund.

The fund has several different classes of shares. Shares of each class represent
an interest in the same investment portfolio. Each class has pro rata rights as
to voting, redemption, dividends and liquidation, except that each class bears
different distribution expenses and may bear different transfer agent fees and
other expenses properly attributable to the particular class as approved by the
board of directors and set forth in the fund's rule 18f-3 Plan. Each class'
shareholders have exclusive voting rights with respect to the respective class'
rule 12b-1 plans adopted in connection with the distribution of shares and on
other matters in which the interests of one class are different from interests
in another class. Shares of all classes of the fund vote together on matters
that affect all classes in substantially the same manner. Each class votes as a
class on matters that affect that class alone. Note that 529 college savings
plan account owners invested in Class 529 shares are not shareholders of the
fund and, accordingly, do not have the rights of a shareholder, such as the
right to vote proxies relating to fund shares. As the legal owner of the fund's
Class 529 shares, the Virginia College Savings Plan/SM/ will vote any proxies
relating to the fund's Class 529 shares.


The fund does not hold annual meetings of shareholders. However, significant
matters that require shareholder approval, such as certain elections of board
members or a change in a fundamental investment policy, will be presented to
shareholders at a meeting called for such purpose. Shareholders have one vote
per share owned. At the request of the holders of at least 10% of the shares,
the fund will hold a meeting at which any member of the board could be removed
by a majority vote.


The fund's articles of incorporation and by-laws as well as separate
indemnification agreements that the fund has entered into with independent
directors provide in effect that, subject to certain conditions, the fund will
indemnify its officers and directors against liabilities or expenses actually
and reasonably incurred by them relating to their service to the fund. However,
directors are not protected from liability by reason of their willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office.


                Capital World Growth and Income Fund -- Page 19
<PAGE>


REMOVAL OF DIRECTORS BY SHAREHOLDERS -- At any meeting of shareholders, duly
called and at which a quorum is present, shareholders may, by the affirmative
vote of the holders of a majority of the votes entitled to be cast, remove any
director from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed directors. The fund has
agreed, at the request of the staff of the Securities and Exchange Commission,
to apply the provisions of section 16(c) of the 1940 Act with respect to the
removal of directors, as though the fund were a common-law trust. Accordingly,
the directors of the fund will promptly call a meeting of shareholders for the
purpose of voting upon the removal of any directors when requested in writing to
do so by the record holders of at least 10% of the outstanding shares.


COMMITTEES OF THE BOARD OF DIRECTORS -- The fund has an audit committee
comprised of Joseph C. Berenato, Merit E. Janow, Leonade D. Jones, Robert J.
O'Neill, Donald E. Petersen, Stefanie Powers, Christopher E. Stone and Charles
Wolf, Jr., none of whom is an "interested person" of the fund within the meaning
of the 1940 Act. The committee provides oversight regarding the fund's
accounting and financial reporting policies and practices, its internal controls
and the internal controls of the fund's principal service providers. The
committee acts as a liaison between the fund's independent registered public
accounting firm and the full board of directors. Six audit committee meetings
were held during the 2009 fiscal year.


The fund has a contracts committee comprised of Joseph C. Berenato, H. Frederick
Christie, Robert J. Denison, Mary Anne Dolan, R. Clark Hooper, Koichi Itoh,
Merit E. Janow, Leonade D. Jones, Gail L. Neale, Robert J. O'Neill, Donald E.
Petersen, Stefanie Powers, Christopher E. Stone, Steadman Upham and Charles
Wolf, Jr., none of whom is an "interested person" of the fund within the meaning
of the 1940 Act. The committee's principal 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 and Service Agreement,
Principal Underwriting Agreement, Administrative Services Agreement and Plans of
Distribution adopted pursuant to rule 12b-1 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
during the 2009 fiscal year.


The fund has a nominating committee comprised of Robert J. Denison, Mary Anne
Dolan, R. Clark Hooper,  Koichi Itoh, Gail L. Neale, and Steadman Upham, none of
whom is an "interested person" of the fund within the meaning of the 1940 Act.
The committee periodically reviews such issues as the board's composition,
responsibilities, committees, compensation and other relevant issues, and
recommends any appropriate changes to the full board of directors. The committee
also evaluates, selects and nominates independent director candidates to the
full board of directors. While the committee normally is able to identify from
its own and other resources an ample number of qualified candidates, it will
consider shareholder suggestions of persons to be considered as nominees to fill
future vacancies on the board. Such suggestions must be sent in writing to the
nominating committee of the fund, 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 committee. Three nominating committee
meetings were held during the 2009 fiscal year.


PROXY VOTING PROCEDURES AND PRINCIPLES -- The fund's investment adviser, in
consultation with the fund's board, has adopted Proxy Voting Procedures and
Principles (the "Principles") with respect to voting proxies of securities held
by the fund, other American Funds, Endowments and


                Capital World Growth and Income Fund -- Page 20
<PAGE>


American Funds Insurance Series. The complete text of these principles is
available on the American Funds website at americanfunds.com. Proxies are voted
by a committee of the appropriate equity investment division of the investment
adviser under authority delegated by the funds' boards. Therefore, if more than
one fund invests in the same company, they may vote differently on the same
proposal. In addition, the funds' boards monitor the proxy voting process and
provide guidance with respect to the Principles.


All U.S. proxies are voted. Proxies for companies outside the U.S. also are
voted, provided there is sufficient time and information available. After a
proxy statement is received, the investment adviser prepares a summary of the
proposals contained in the proxy statement. A discussion of any potential
conflicts of interest also is included in the summary. For proxies of securities
managed by a particular investment division of the investment adviser, the
initial voting recommendation is made by one or more of the division's
investment analysts familiar with the company and industry. A second
recommendation is made by a proxy coordinator (an investment analyst with
experience in corporate governance and proxy voting matters) within the
appropriate investment division, based on knowledge of these Principles and
familiarity with proxy-related issues. The proxy summary and voting
recommendations are made available to the appropriate proxy voting committee for
a final voting decision.


The analyst and proxy coordinator making voting recommendations are responsible
for noting any potential material conflicts of interest. One example might be
where a director of one or more American Funds is also a director of a company
whose proxy is being voted. In such instances, proxy voting committee members
are alerted to the potential conflict. The proxy voting committee may then elect
to vote the proxy or seek a third-party recommendation or vote of an ad hoc
group of committee members.


The Principles, which have been in effect in substantially their current form
for many years, provide an important framework for analysis and decision-making
by all funds. However, they are not exhaustive and do not address all potential
issues. The Principles provide a certain amount of flexibility so that all
relevant facts and circumstances can be considered in connection with every
vote. As a result, each proxy received is voted on a case-by-case basis
considering the specific circumstances of each proposal. The voting process
reflects the funds' understanding of the company's business, its management and
its relationship with shareholders over time.


Information regarding how the fund voted proxies relating to portfolio
securities during the 12-month period ended June 30 of each year will be
available on or about September 1 of each year (a) without charge, upon request
by calling American Funds Service Company at 800/421-0180, (b) on the American
Funds website and (c) on the SEC's website at sec.gov.


The following summary sets forth the general positions of the American Funds,
Endowments, American Funds Insurance Series and the investment adviser on
various proposals. A copy of the full Principles is available upon request, free
of charge, by calling American Funds Service Company or visiting the American
Funds website.


     DIRECTOR MATTERS -- The election of a company's slate of nominees for
     director generally is supported. Votes may be withheld for some or all of
     the nominees if this is determined to be in the best interest of
     shareholders. Separation of the chairman and CEO positions also may be
     supported.


                Capital World Growth and Income Fund -- Page 21
<PAGE>


     GOVERNANCE PROVISIONS -- Typically, proposals to declassify a board (elect
     all directors annually) are supported based on the belief that this
     increases the directors' sense of accountability to shareholders. Proposals
     for cumulative voting generally are supported in order to promote
     management and board accountability and an opportunity for leadership
     change. Proposals designed to make director elections more meaningful,
     either by requiring a majority vote or by requiring any director receiving
     more withhold votes than affirmative votes to tender his or her
     resignation, generally are supported.

     SHAREHOLDER RIGHTS -- Proposals to repeal an existing poison pill generally
     are supported. (There may be certain circumstances, however, when a proxy
     voting committee of a fund or an investment division of the investment
     adviser believes that a company needs to maintain anti-takeover
     protection.) Proposals to eliminate the right of shareholders to act by
     written consent or to take away a shareholder's right to call a special
     meeting typically are not supported.

     COMPENSATION AND BENEFIT PLANS -- Option plans are complicated, and many
     factors are considered in evaluating a plan. Each plan is evaluated based
     on protecting shareholder interests and a knowledge of the company and its
     management. Considerations include the pricing (or repricing) of options
     awarded under the plan and the impact of dilution on existing shareholders
     from past and future equity awards. Compensation packages should be
     structured to attract, motivate and retain existing employees and qualified
     directors; however, they should not be excessive.

     ROUTINE MATTERS -- The ratification of auditors, procedural matters
     relating to the annual meeting and changes to company name are examples of
     items considered routine. Such items generally are voted in favor of
     management's recommendations unless circumstances indicate otherwise.


                Capital World Growth and Income Fund -- Page 22
<PAGE>


PRINCIPAL FUND SHAREHOLDERS -- The following table identifies those investors
who own of record or are known by the fund to own beneficially 5% or more of any
class of its shares as of the opening of business on May 1, 2010. Unless
otherwise indicated, the ownership percentages below represent ownership of
record rather than beneficial ownership.

            NAME AND ADDRESS                OWNERSHIP   OWNERSHIP PERCENTAGE
-------------------------------------------------------------------------------
 Edward D. Jones & Co.                      Record      Class A        28.00%
 Omnibus Account                                        Class B        16.80
 Maryland Heights, MO                                   Class F-1       6.26
-------------------------------------------------------------------------------
 First Clearing, LLC                        Record      Class A         8.96
 Custody Account                                        Class B         9.11
 St. Louis, MO                                          Class C        12.70
                                                        Class F-1       8.38
-------------------------------------------------------------------------------
 Pershing, LLC                              Record      Class A         5.59
 Jersey City, NJ                                        Class B         7.30
                                                        Class C         6.97
                                                        Class F-1      18.57
                                                        Class F-2      11.07
-------------------------------------------------------------------------------
 Merrill Lynch                              Record      Class C        15.16
 Omnibus Account                                        Class F-2      29.17
 Jacksonville, FL
-------------------------------------------------------------------------------
 Citigroup Global Markets, Inc.             Record      Class C        10.69
 Omnibus Account                                        Class F-1       7.78
 New York, NY
-------------------------------------------------------------------------------
 Charles Schwab & Co., Inc.                 Record      Class F-1       7.75
 Custody Account                                        Class F-2      11.83
 San Francisco, CA                                      Class R-4       5.90
                                                        Class R-6      19.62
-------------------------------------------------------------------------------
 Hartford Life Insurance Co. Separate       Record      Class R-1      53.14
 Account                                    Beneficial  Class R-3       5.15
 401K Plan
 Hartford, CT
-------------------------------------------------------------------------------
 Nationwide Trust Company                   Record      Class R-3       9.38
 Columbus, OH                                           Class R-5       6.32
-------------------------------------------------------------------------------
 NFS, LLC FEBO                              Record      Class R-4       6.80
 401K Plans                                 Beneficial  Class R-5      21.05
 Covington, KY                                          Class R-6      13.00
-------------------------------------------------------------------------------
 Edward D. Jones & Co.                      Record      Class R-5       7.34
 Retirement Plan                            Beneficial
 Norwood, MA
-------------------------------------------------------------------------------
 The Capital Group Companies                Record      Class R-5       7.25
 Retirement Plan                            Beneficial
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2020 Target Date            Record      Class R-6       8.00
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 23
<PAGE>

            NAME AND ADDRESS                OWNERSHIP   OWNERSHIP PERCENTAGE
-------------------------------------------------------------------------------
 American Funds 2030 Target Date            Record      Class R-6       6.49
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2025 Target Date            Record      Class R-6       6.47
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2015 Target Date            Record      Class R-6       6.41
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2035 Target Date            Record      Class R-6       5.04
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2040 Target Date            Record      Class R-6       5.01
 Retirement Fund
 Los Angeles, CA
-------------------------------------------------------------------------------


UNLESS OTHERWISE NOTED, REFERENCES IN THIS STATEMENT OF ADDITIONAL INFORMATION
TO CLASS F SHARES, CLASS R SHARES OR CLASS 529 SHARES REFER TO BOTH F SHARE
CLASSES, ALL R SHARE CLASSES OR ALL 529 SHARE CLASSES, RESPECTIVELY.

INVESTMENT ADVISER -- Capital Research and Management Company, the fund's
investment adviser, founded in 1931, maintains research facilities in the United
States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London,
Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with
experienced investment professionals. The investment adviser is located at 333
South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine,
CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc.,
a holding company for several investment management subsidiaries. Capital
Research and Management Company manages equity assets through two investment
divisions, Capital World Investors and Capital Research Global Investors, and
manages fixed-income assets through its Fixed Income division. Capital World
Investors and Capital Research Global Investors make investment decisions on an
independent basis.


Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Although not currently contemplated, Capital
Research and Management Company could incorporate its Fixed Income division in
the future and engage it to provide day-to-day investment management of
fixed-income assets. Capital Research and Management Company and each of the
funds it advises have applied to the U.S. Securities and Exchange Commission for
an exemptive order that would give Capital Research and Management Company the
authority to use, upon approval of the fund's board, its management subsidiaries
and affiliates to provide day-to-day investment management services to the fund,
including making changes to the management subsidiaries and affiliates providing
such services. The fund's shareholders approved this arrangement at a meeting of
the fund's shareholders on November 24, 2009. There is no assurance that Capital


                Capital World Growth and Income Fund -- Page 24
<PAGE>


Research and Management Company will incorporate its investment divisions or
exercise any authority, if granted, under an exemptive order.


The investment adviser has adopted policies and procedures that address issues
that may arise as a result of an investment professional's management of the
fund and other funds and accounts. Potential issues could involve allocation of
investment opportunities and trades among funds and accounts, use of information
regarding the timing of fund trades, investment professional compensation and
voting relating to portfolio securities. The investment adviser believes that
its policies and procedures are reasonably designed to address these issues.


COMPENSATION OF INVESTMENT PROFESSIONALS -- As described in the prospectus, the
investment adviser uses a system of multiple portfolio counselors in managing
fund assets. In addition, Capital Research and Management Company's investment
analysts may make investment decisions with respect to a portion of a fund's
portfolio within their research coverage.


Portfolio counselors and investment analysts are paid competitive salaries by
Capital Research and Management Company. In addition, they may receive bonuses
based on their individual portfolio results. Investment professionals also may
participate in profit-sharing plans. The relative mix of compensation
represented by bonuses, salary and profit-sharing plans will vary depending on
the individual's portfolio results, contributions to the organization and other
factors.


To encourage a long-term focus, bonuses based on investment results are
calculated by comparing pretax total investment returns to relevant benchmarks
over the most recent year, a four-year rolling average and an eight-year rolling
average with greater weight placed on the four-year and eight-year rolling
averages. For portfolio counselors, benchmarks may include measures of the
marketplaces in which the fund invests and measures of the results of comparable
mutual funds. For investment analysts, benchmarks may include relevant market
measures and appropriate industry or sector indexes reflecting their areas of
expertise. Capital Research and Management Company makes periodic subjective
assessments of analysts' contributions to the investment process and this is an
element of their overall compensation. The investment results of each of the
fund's portfolio counselors may be measured against one or more of the following
benchmarks, depending on his or her investment focus: MSCI World Index and
Lipper Global Funds Index.


PORTFOLIO COUNSELOR FUND HOLDINGS AND OTHER MANAGED ACCOUNTS -- As described
below, portfolio counselors may personally own shares of the fund. In addition,
portfolio counselors may manage portions of other mutual funds or accounts
advised by Capital Research and Management Company or its affiliates.


                Capital World Growth and Income Fund -- Page 25
<PAGE>

THE FOLLOWING TABLE REFLECTS INFORMATION AS OF NOVEMBER 30, 2009:

                                       NUMBER             NUMBER
                                      OF OTHER           OF OTHER           NUMBER
                                     REGISTERED           POOLED           OF OTHER
                                     INVESTMENT         INVESTMENT         ACCOUNTS
                                  COMPANIES (RICS)    VEHICLES (PIVS)      FOR WHICH
                                      FOR WHICH          FOR WHICH         PORTFOLIO
                                      PORTFOLIO          PORTFOLIO         COUNSELOR
                    DOLLAR RANGE      COUNSELOR          COUNSELOR       IS A MANAGER
                      OF FUND       IS A MANAGER       IS A MANAGER       (ASSETS OF
    PORTFOLIO          SHARES      (ASSETS OF RICS    (ASSETS OF PIVS   OTHER ACCOUNTS
    COUNSELOR         OWNED/1/     IN BILLIONS)/2/    IN BILLIONS)/3/   IN BILLIONS)/4/
-----------------------------------------------------------------------------------------
 Mark E. Denning      None/5/        5      $237.0      1       $0.13         None
------------------------------------------------------------------------------------------
 Stephen E.             Over         1      $ 98.2         None               None
 Bepler              $1,000,000
------------------------------------------------------------------------------------------
 Jeanne K.           $100,001 -         None               None               None
 Carroll              $500,000
------------------------------------------------------------------------------------------
 Sung Lee            $100,001 -      2      $196.4         None               None
                      $500,000
------------------------------------------------------------------------------------------
 Jesper Lyckeus       None/5/        2      $196.4      1       $0.13         None
------------------------------------------------------------------------------------------
 David M. Riley         Over         2      $177.5         None               None
                     $1,000,000
------------------------------------------------------------------------------------------
 Joyce E. Gordon        Over         4      $161.5         None               None
                     $1,000,000
------------------------------------------------------------------------------------------
 Eric S. Richter     $500,001 -      1      $ 19.3      1       $0.09         None
                     $1,000,000
------------------------------------------------------------------------------------------


1  Ownership disclosure is made using the following ranges: None; $1 - $10,000;
   $10,001 - $50,000; $50,001 - $100,000; $100,001 - $500,000; $500,001 -
   $1,000,000; and Over $1,000,000. The amounts listed include shares owned
   through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
2  Indicates fund(s) where the portfolio counselor also has significant
   responsibilities for the day to day management of the fund(s). Assets noted are
   the total net assets of the registered investment companies and are not the
   total assets managed by the individual, which is a substantially lower amount.
   No fund has an advisory fee that is based on the performance of the fund.
3  Represents funds advised or sub-advised by Capital Research and Management
   Company or its affiliates and sold outside the United States and/or
   fixed-income assets in institutional accounts managed by investment adviser
   subsidiaries of Capital Group International, Inc., an affiliate of Capital
   Research and Management Company. Assets noted are the total net assets of the
   funds or accounts and are not the total assets managed by the individual, which
   is a substantially lower amount. No fund or account has an advisory fee that is
   based on the performance of the fund or account.
4  Reflects other professionally managed accounts held at companies affiliated
   with Capital Research and Management Company. Personal brokerage accounts of
   portfolio counselors and their families are not reflected.
5  Portfolio counselor resides outside the United States. Tax considerations may
   adversely influence his or her ability to own shares of the fund.


INVESTMENT ADVISORY AND SERVICE AGREEMENT -- The Investment Advisory and Service
Agreement (the "Agreement") between the fund and the investment adviser will
continue in effect until October 31, 2010, unless sooner terminated, and may be
renewed from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (a) the board of directors, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the fund, and (b) the vote of a majority of directors who are not



                Capital World Growth and Income Fund -- Page 26
<PAGE>


parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The Agreement provides that the investment adviser has no
liability to the fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement. The
Agreement also provides that either party has the right to terminate it, without
penalty, upon 60 days' written notice to the other party, and that the Agreement
automatically terminates in the event of its assignment (as defined in the 1940
Act). In addition, the Agreement provides that the investment adviser may
delegate all, or a portion of, its investment management responsibilities to one
or more subsidiary advisers approved by the fund's board, pursuant to an
agreement between the investment adviser and such subsidiary. Any such
subsidiary adviser will be paid solely by the investment adviser out of its
fees.


In addition to providing investment advisory services, the investment adviser
furnishes the services and pays the compensation and travel expenses of persons
to perform the fund's executive, administrative, clerical and bookkeeping
functions, and provides suitable office space, necessary small office equipment
and utilities, general purpose accounting forms, supplies and postage used at
the fund's offices. The fund pays all expenses not assumed by the investment
adviser, including, but not limited to: custodian, stock transfer and dividend
disbursing fees and expenses; shareholder recordkeeping and administrative
expenses; costs of the designing, printing and mailing of reports, prospectuses,
proxy statements and notices to its shareholders; taxes; expenses of the
issuance and redemption of fund shares (including stock certificates,
registration and qualification fees and expenses); expenses pursuant to the
fund's plans of distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to independent directors; association dues;
costs of stationery and forms prepared exclusively for the fund; and costs of
assembling and storing shareholder account data.


The management fee is based on the following annualized rates and daily net
asset levels:


                                Net asset level



       RATE                IN EXCESS OF                    UP TO
----------------------------------------------------------------------------
      0.600%             $              0             $    500,000,000
----------------------------------------------------------------------------
      0.500                   500,000,000                1,000,000,000
----------------------------------------------------------------------------
      0.460                 1,000,000,000                1,500,000,000
----------------------------------------------------------------------------
      0.430                 1,500,000,000                2,500,000,000
----------------------------------------------------------------------------
      0.410                 2,500,000,000                4,000,000,000
----------------------------------------------------------------------------
      0.400                 4,000,000,000                6,500,000,000
----------------------------------------------------------------------------
      0.395                 6,500,000,000               10,500,000,000
----------------------------------------------------------------------------
      0.390                10,500,000,000               17,000,000,000
----------------------------------------------------------------------------
      0.385                17,000,000,000               21,000,000,000
----------------------------------------------------------------------------
      0.380                21,000,000,000               27,000,000,000
----------------------------------------------------------------------------
      0.375                27,000,000,000               34,000,000,000
----------------------------------------------------------------------------
      0.370                34,000,000,000               44,000,000,000
----------------------------------------------------------------------------
      0.365                44,000,000,000               55,000,000,000
----------------------------------------------------------------------------
      0.360                55,000,000,000               71,000,000,000
----------------------------------------------------------------------------
      0.356                71,000,000,000               89,000,000,000
----------------------------------------------------------------------------
      0.352                89,000,000,000              115,000,000,000
----------------------------------------------------------------------------
      0.350               115,000,000,000
----------------------------------------------------------------------------




                Capital World Growth and Income Fund -- Page 27
<PAGE>


For the fiscal years ended November 30, 2009, 2008 and 2007, the investment
adviser was entitled to receive from the fund management fees of $258,073,000,
$375,028,000 and $360,645,000, respectively. After giving effect to the
management fee waiver described below, the fund paid the investment adviser
management fees of $255,989,000 (a reduction of $2,084,000), $337,525,000 (a
reduction of $37,503,000) and $324,581,000 (a reduction of $36,064,000) for the
fiscal years ended November 30, 2009, 2008 and 2007, respectively.


For the period from September 1, 2004 through March 31, 2005, the investment
adviser agreed to waive 5% of the management fees that it was otherwise entitled
to receive under the Agreement. From April 1, 2005 through December 31, 2008,
this waiver increased to 10% of the management fees that the investment adviser
was otherwise entitled to receive. The waiver was discontinued effective January
1, 2009.


ADMINISTRATIVE SERVICES AGREEMENT -- The Administrative Services Agreement (the
"Administrative Agreement") between the fund and the investment adviser relating
to the fund's Class C, F, R and 529 shares will continue in effect until October
31, 2010, unless sooner terminated, and may be renewed from year to year
thereafter, provided that any such renewal has been specifically approved at
least annually by the vote of a majority of directors who are not parties to the
Administrative Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The fund may terminate the Administrative Agreement at any time
by vote of a majority of independent directors. The investment adviser has the
right to terminate the Administrative Agreement upon 60 days' written notice to
the fund. The Administrative Agreement automatically terminates in the event of
its assignment (as defined in the 1940 Act).


Under the Administrative Agreement, the investment adviser provides certain
transfer agent and administrative services for shareholders of the fund's Class
C and F shares, and Class R and 529 shares. The investment adviser may contract
with third parties, including American Funds Service Company,/(R)/ the fund's
Transfer Agent, to provide some of these services. Services include, but are not
limited to, shareholder account maintenance, transaction processing, tax
information reporting and shareholder and fund communications. In addition, the
investment adviser monitors, coordinates, oversees and assists with the
activities performed by third parties providing such services.


The investment adviser receives an administrative services fee at the annual
rate of up to 0.15% of the average daily net assets for Class C, F, R (excluding
Class R-5 and R-6 shares) and 529 shares for administrative services provided to
these share classes. Administrative services fees are paid monthly and accrued
daily. The investment adviser uses a portion of this fee to


                Capital World Growth and Income Fund -- Page 28
<PAGE>


compensate third parties for administrative services provided to the fund. Of
the remainder, the investment adviser does not retain more than 0.05% of the
average daily net assets for each applicable share class. For Class R-5 and R-6
shares, the administrative services fee is calculated at the annual rate of up
to 0.10% and 0.05%, respectively, of the average daily net assets of such class.
The administrative services fee includes compensation for transfer agent and
shareholder services provided to the fund's Class C, F, R and 529 shares. In
addition to making administrative service fee payments to unaffiliated third
parties, the investment adviser also makes payments from the administrative
services fee to American Funds Service Company according to a fee schedule,
based principally on the number of accounts serviced, contained in a Shareholder
Services Agreement between the fund and American Funds Service Company. A
portion of the fees paid to American Funds Service Company for transfer agent
services is also paid directly from the relevant share class.


During the 2009 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:


                                             ADMINISTRATIVE SERVICES FEE
------------------------------------------------------------------------------
               CLASS C                               $9,830,000
------------------------------------------------------------------------------
              CLASS F-1                               5,217,000
------------------------------------------------------------------------------
              CLASS F-2                                 800,000
------------------------------------------------------------------------------
             CLASS 529-A                              1,987,000
------------------------------------------------------------------------------
             CLASS 529-B                                252,000
------------------------------------------------------------------------------
             CLASS 529-C                                599,000
------------------------------------------------------------------------------
             CLASS 529-E                                 89,000
------------------------------------------------------------------------------
            CLASS 529-F-1                                53,000
------------------------------------------------------------------------------
              CLASS R-1                                 258,000
------------------------------------------------------------------------------
              CLASS R-2                               4,878,000
------------------------------------------------------------------------------
              CLASS R-3                               3,527,000
------------------------------------------------------------------------------
              CLASS R-4                               2,149,000
------------------------------------------------------------------------------
              CLASS R-5                               1,433,000
------------------------------------------------------------------------------
             CLASS R-6*                                 115,000
------------------------------------------------------------------------------

* Class R-6 was first offered for sale on May 1, 2009.


PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds
Distributors,/(R)/ Inc. (the "Principal Underwriter") is the principal
underwriter of the fund's shares. The Principal Underwriter is located at 333
South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA
92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; 8332 Woodfield Crossing
Boulevard, Indianapolis, IN 46240; and 5300 Robin Hood Road, Norfolk, VA 23513.


                Capital World Growth and Income Fund -- Page 29
<PAGE>


The Principal Underwriter receives revenues relating to sales of the fund's
shares, as follows:


     .    For Class A and 529-A shares, the Principal Underwriter receives
          commission revenue consisting of the balance of the Class A and 529-A
          sales charge remaining after the allowances by the Principal
          Underwriter to investment dealers.

     .    For Class B and 529-B shares sold prior to April 21, 2009, the
          Principal Underwriter sold its rights to the 0.75%
          distribution-related portion of the 12b-1 fees paid by the fund, as
          well as any contingent deferred sales charges, to a third party. The
          Principal Underwriter compensated investment dealers for sales of
          Class B and 529-B shares out of the proceeds of this sale and kept any
          amounts remaining after this compensation was paid.

     .    For Class C and 529-C shares, the Principal Underwriter receives any
          contingent deferred sales charges that apply during the first year
          after purchase.

In addition, the fund reimburses the Principal Underwriter for advancing
immediate service fees to qualified dealers and advisers upon the sale of Class
C and 529-C shares. The fund also reimbursed the Principal Underwriter for
advancing immediate service fees to qualified dealers on sales of Class B and
529-B shares prior to April 21, 2009. The fund also reimburses the Principal
Underwriter for service fees (and, in the case of Class 529-E shares,
commissions) paid on a quarterly basis to qualified dealers and advisers in
connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4
shares.


                Capital World Growth and Income Fund -- Page 30
<PAGE>


Commissions, revenue or service fees retained by the Principal Underwriter after
allowances or compensation to dealers were:

                                                                 COMMISSIONS,        ALLOWANCE OR
                                                                    REVENUE          COMPENSATION
                                           FISCAL YEAR/PERIOD  OR FEES RETAINED       TO DEALERS
-----------------------------------------------------------------------------------------------------
                 CLASS A                          2009            $16,262,000        $ 75,391,000
                                                  2008             45,900,000         208,281,000
                                                  2007             65,458,000         293,825,000
-----------------------------------------------------------------------------------------------------
                 CLASS B                          2009                545,000           2,660,000
                                                  2008              2,775,000          19,639,000
                                                  2007              4,286,000          27,747,000
-----------------------------------------------------------------------------------------------------
                 CLASS C                          2009              1,803,000           4,741,000
                                                  2008              6,852,000          15,645,000
                                                  2007                 15,000          25,100,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-A                        2009              1,264,000           6,233,000
                                                  2008              2,328,000          11,088,000
                                                  2007              2,547,000          12,005,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-B                        2009                 60,000             287,000
                                                  2008                170,000           1,330,000
                                                  2007                191,000           1,287,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-C                        2009                 44,000             654,000
                                                  2008                 52,000           1,228,000
                                                  2007                     --           1,329,000
-----------------------------------------------------------------------------------------------------



Plans of distribution -- The fund has adopted plans of distribution (the
"Plans") pursuant to rule 12b-1 under the 1940 Act. The Plans permit the fund to
expend amounts to finance any activity primarily intended to result in the sale
of fund shares, provided the fund's board of directors has approved the category
of expenses for which payment is being made.


                Capital World Growth and Income Fund -- Page 31
<PAGE>


Each Plan is specific to a particular share class of the fund. As the fund has
not adopted a Plan for Class F-2, Class R-5 or Class R-6, no 12b-1 fees are paid
from Class F-2, Class R-5 or Class R-6 share assets and the following disclosure
is not applicable to these share classes.


Payments under the Plans may be made for service-related and/or
distribution-related expenses. Service-related expenses include paying service
fees to qualified dealers. Distribution-related expenses include commissions
paid to qualified dealers. The amounts actually paid under the Plans for the
past fiscal year, expressed as a percentage of the fund's average daily net
assets attributable to the applicable share class, are disclosed in the
prospectus under "Fees and expenses of the fund." Further information regarding
the amounts available under each Plan is in the "Plans of Distribution" section
of the prospectus.


Following is a brief description of the Plans:


     CLASS A AND 529-A -- For Class A and 529-A shares, up to 0.25% of the
     fund's average daily net assets attributable to such shares is reimbursed
     to the Principal Underwriter for paying service-related expenses, and the
     balance available under the applicable Plan may be paid to the Principal
     Underwriter for distribution-related expenses. The fund may annually expend
     up to 0.30% for Class A shares and up to 0.50% for Class 529-A shares under
     the applicable Plan.

     Distribution-related expenses for Class A and 529-A shares include dealer
     commissions and wholesaler compensation paid on sales of shares of $1
     million or more purchased without a sales charge. Commissions on these "no
     load" purchases (which are described in further detail under the "Sales
     Charges" section of this statement of additional information) in excess of
     the Class A and 529-A Plan limitations and not reimbursed to the Principal
     Underwriter during the most recent fiscal quarter are recoverable for five
     quarters, provided that the reimbursement of such commissions does not
     cause the fund to exceed the annual expense limit. After five quarters,
     these commissions are not recoverable.

     CLASS B AND 529-B -- The Plans for Class B and 529-B shares provide for
     payments to the Principal Underwriter of up to 0.25% of the fund's average
     daily net assets attributable to such shares for paying service-related
     expenses and 0.75% for distribution-related expenses, which include the
     financing of commissions paid to qualified dealers.


                Capital World Growth and Income Fund -- Page 32
<PAGE>


     OTHER SHARE CLASSES (CLASS C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-3 AND
     R-4) -- The Plans for each of the other share classes that have adopted
     Plans provide for payments to the Principal Underwriter for paying
     service-related and distribution-related expenses of up to the following
     amounts of the fund's average daily net assets attributable to such shares:


                                                                        TOTAL
                                           SERVICE    DISTRIBUTION    ALLOWABLE
                                           RELATED      RELATED         UNDER
                  SHARE CLASS            PAYMENTS/1/  PAYMENTS/1/    THE PLANS/2/
----------------------------------------------------------------------------------
          Class C                           0.25%        0.75%          1.00%
----------------------------------------------------------------------------------
          Class 529-C                       0.25         0.75           1.00
----------------------------------------------------------------------------------
          Class F-1                         0.25           --           0.50
----------------------------------------------------------------------------------
          Class 529-F-1                     0.25           --           0.50
----------------------------------------------------------------------------------
          Class 529-E                       0.25         0.25           0.75
----------------------------------------------------------------------------------
          Class R-1                         0.25         0.75           1.00
----------------------------------------------------------------------------------
          Class R-2                         0.25         0.50           1.00
----------------------------------------------------------------------------------
          Class R-3                         0.25         0.25           0.75
----------------------------------------------------------------------------------
          Class R-4                         0.25           --           0.50
----------------------------------------------------------------------------------

     1 Amounts in these columns represent the amounts approved by the board of
       directors under the applicable Plan.
     2 The fund may annually expend the amounts set forth in this column under
       the current Plans with the approval of the board of directors.


                Capital World Growth and Income Fund -- Page 33
<PAGE>


During the 2009 fiscal year, 12b-1 expenses accrued and paid, and if applicable,
unpaid, were:

                                                      12B-1 UNPAID LIABILITY
                               12B-1 EXPENSES              OUTSTANDING
------------------------------------------------------------------------------
        CLASS A                 $105,943,000               $22,248,000
------------------------------------------------------------------------------
        CLASS B                   26,470,000                 3,364,000
------------------------------------------------------------------------------
        CLASS C                   54,942,000                12,016,000
------------------------------------------------------------------------------
       CLASS F-1                   8,736,000                 2,412,000
------------------------------------------------------------------------------
      CLASS 529-A                  2,725,000                   680,000
------------------------------------------------------------------------------
      CLASS 529-B                  1,570,000                   220,000
------------------------------------------------------------------------------
      CLASS 529-C                  3,902,000                   990,000
------------------------------------------------------------------------------
      CLASS 529-E                    319,000                    88,000
------------------------------------------------------------------------------
     CLASS 529-F-1                        --                        --
------------------------------------------------------------------------------
       CLASS R-1                   1,609,000                   509,000
------------------------------------------------------------------------------
       CLASS R-2                   7,550,000                 2,097,000
------------------------------------------------------------------------------
       CLASS R-3                   8,547,000                 2,308,000
------------------------------------------------------------------------------
       CLASS R-4                   3,537,000                 1,010,000
------------------------------------------------------------------------------



Approval of the Plans -- As required by rule 12b-1 and the 1940 Act, the Plans
(together with the Principal Underwriting Agreement) have been approved by the
full board of directors and separately by a majority of the independent
directors of the fund who have no direct or indirect financial interest in the
operation of the Plans or the Principal Underwriting Agreement. In addition, the
selection and nomination of independent directors of the fund are committed to
the discretion of the independent directors during the existence of the Plans.


Potential benefits of the Plans to the fund include quality shareholder
services, savings to the fund in transfer agency costs, and benefits to the
investment process from growth or stability of assets. The Plans may not be
amended to materially increase the amount spent for distribution without
shareholder approval. Plan expenses are reviewed quarterly by the board of
directors and the Plans must be renewed annually by the board of directors.


FEE TO VIRGINIA COLLEGE SAVINGS PLAN -- With respect to Class 529 shares, as
compensation for its oversight and administration, Virginia College Savings Plan
receives a quarterly fee accrued daily and calculated at the annual rate of
0.10% on the first $30 billion of the net assets invested in Class 529 shares of
the American Funds, 0.09% on net assets between $30 billion and $60 billion,
0.08% on net assets between $60 billion and $90 billion, 0.07% on net assets
between $90 billion and $120 billion, and 0.06% on net assets between $120
billion and $150 billion. The fee for any given calendar quarter is accrued and
calculated on the basis of average net assets of Class 529 shares of the
American Funds for the last month of the prior calendar quarter.


                Capital World Growth and Income Fund -- Page 34
<PAGE>


OTHER COMPENSATION TO DEALERS -- As of July 2009, the top dealers (or their
affiliates) that American Funds Distributors anticipates will receive additional
compensation (as described in the prospectus) include:

     AIG Advisors Group
              Advantage Capital Corporation
              American General Securities Incorporated
              FSC Securities Corporation
              Royal Alliance Associates, Inc.
              SagePoint Financial, Inc.
     AXA Advisors, LLC
     Cadaret, Grant & Co., Inc
     Cambridge Investment Research, Inc.
     Commonwealth Financial Network
     Cuna Brokerage Services, Inc.
     Edward Jones
     Genworth Financial Securities Corporation
     Hefren-Tillotson, Inc.
     HTK / Janney Montgomery Group
              Hornor, Townsend & Kent, Inc.
              Janney Montgomery Scott LLC
     ING Advisors Network Inc.
              Bancnorth Investment Group, Inc.
              Financial Network Investment Corporation
              Guaranty Brokerage Services, Inc.
              ING Financial Partners, Inc.
              Multi-Financial Securities Corporation
              Primevest Financial Services, Inc.
     Intersecurities / Transamerica
              InterSecurities, Inc.
              Transamerica Financial Advisors, Inc.
     J. J. B. Hilliard, W. L. Lyons, LLC
     JJB Hilliard/PNC Bank
              PNC Bank, National Association
              PNC Investments LLC
     Lincoln Financial Advisors Corporation
     Lincoln Financial Securities Corporation
     LPL Group
              Associated Securities Corp.
              LPL Financial Corporation
              Mutual Service Corporation
              Uvest Investment Services
              Waterstone Financial Group, Inc.
     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Metlife Enterprises
              Metlife Securities Inc.
              New England Securities
              Tower Square Securities, Inc.
              Walnut Street Securities, Inc.
     MML Investors Services, Inc.


                Capital World Growth and Income Fund -- Page 35
<PAGE>


     Morgan Keegan & Company, Inc.
     Morgan Stanley Smith Barney LLC
     National Planning Holdings Inc.
              Invest Financial Corporation
              Investment Centers of America, Inc.
              National Planning Corporation
              SII Investments, Inc.
     NFP Securities, Inc.
     Northwestern Mutual Investment Services, LLC
     Park Avenue Securities LLC
     PFS Investments Inc.
     Raymond James Group
              Raymond James & Associates, Inc.
              Raymond James Financial Services Inc.
     RBC Capital Markets Corporation
     Robert W. Baird & Co. Incorporated
     Securian / C.R.I.
              CRI Securities, LLC
              Securian Financial Services, Inc.
     U.S. Bancorp Investments, Inc.
     UBS Financial Services Inc.
     Wells Fargo Network
              A. G. Edwards, A Division Of Wells Fargo Advisors, LLC
              First Clearing LLC
              H.D. Vest Investment Securities, Inc.
              Wells Fargo Advisors Financial Network, LLC
              Wells Fargo Advisors Investment Services Group
              Wells Fargo Advisors Latin American Channel
              Wells Fargo Advisors Private Client Group
           Wells Fargo Investments, LLC


                Capital World Growth and Income Fund -- Page 36
<PAGE>


                      EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. Purchases and sales of equity securities on a securities
exchange or an over-the-counter market are effected through broker-dealers who
receive commissions for their services. Generally, commissions relating to
securities traded on foreign exchanges will be higher than commissions relating
to securities traded on U.S. exchanges and may not be subject to negotiation.
Equity securities may also be purchased from underwriters at prices that include
underwriting fees. Purchases and sales of fixed-income securities are generally
made with an issuer or a primary market-maker acting as principal with no stated
brokerage commission. The price paid to an underwriter for fixed-income
securities includes underwriting fees. Prices for fixed-income securities in
secondary trades usually include undisclosed compensation to the market-maker
reflecting the spread between the bid and ask prices for the securities.


In selecting broker-dealers, the investment adviser strives to obtain "best
execution" (the most favorable total price reasonably attainable under the
circumstances) for the fund's portfolio transactions, taking into account a
variety of factors. These factors include the size and type of transaction, the
nature and character of the markets for the security to be purchased or sold,
the cost, quality and reliability of the executions and the broker-dealer's
ability to offer liquidity and anonymity. The investment adviser considers these
factors, which involve qualitative judgments, when selecting broker-dealers and
execution venues for fund portfolio transactions. The investment adviser views
best execution as a process that should be evaluated over time as part of an
overall relationship with particular broker-dealer firms rather than on a
trade-by-trade basis. The fund does not consider the investment adviser as
having an obligation to obtain the lowest commission rate available for a
portfolio transaction to the exclusion of price, service and qualitative
considerations.


The investment adviser may execute portfolio transactions with broker-dealers
who provide certain brokerage and/or investment research services to it, but
only when in the investment adviser's judgment the broker-dealer is capable of
providing best execution for that transaction. The receipt of these services
permits the investment adviser to supplement its own research and analysis and
makes available the views of, and information from, individuals and the research
staffs of other firms. Such views and information may be provided in the form of
written reports, telephone contacts and meetings with securities analysts. These
services may include, among other things, reports and other communications with
respect to individual companies, industries, countries and regions, economic,
political and legal developments, as well as scheduling meetings with corporate
executives and seminars and conferences related to relevant subject matters. The
investment adviser considers these services to be supplemental to its own
internal research efforts and therefore the receipt of investment research from
broker-dealers does not tend to reduce the expenses involved in the investment
adviser's research efforts. If broker-dealers were to discontinue providing such
services it is unlikely the investment adviser would attempt to replicate them
on its own, in part because they would then no longer provide an independent,
supplemental viewpoint. Nonetheless, if it were to attempt to do so, the
investment adviser would incur substantial additional costs. Research services
that the investment adviser receives from broker-dealers may be used by the
investment adviser in servicing the fund and other funds and accounts that it
advises; however, not all such services will necessarily benefit the fund.


The investment adviser may pay commissions in excess of what other
broker-dealers might have charged - including on an execution-only basis - for
certain portfolio transactions in recognition of


                Capital World Growth and Income Fund -- Page 37
<PAGE>


brokerage and/or investment research services provided by a broker-dealer. In
this regard, the investment adviser has adopted a brokerage allocation procedure
consistent with the requirements of Section 28(e) of the U.S. Securities
Exchange Act of 1934. Section 28(e) permits an investment adviser to cause an
account to pay a higher commission to a broker-dealer that provides certain
brokerage and/or investment research services to the investment adviser, if the
investment adviser makes a good faith determination that such commissions are
reasonable in relation to the value of the services provided by such
broker-dealer to the investment adviser in terms of that particular transaction
or the investment adviser's overall responsibility to the fund and other
accounts that it advises. Certain brokerage and/or investment research services
may not necessarily benefit all accounts paying commissions to each such
broker-dealer; therefore, the investment adviser assesses the reasonableness of
commissions in light of the total brokerage and investment research services
provided by each particular broker-dealer.


In accordance with its internal brokerage allocation procedure, each equity
investment division of the investment adviser periodically assesses the
brokerage and investment research services provided by each broker-dealer from
which it receives such services. Using its judgment, each equity investment
division of the investment adviser then creates lists with suggested levels of
commissions for particular broker-dealers and provides those lists to its
trading desks. Neither the investment adviser nor the fund incurs any obligation
to any broker-dealer to pay for research by generating trading commissions. The
actual level of business received by any broker-dealer may be less than the
suggested level of commissions and can, and often does, exceed the suggested
level in the normal course of business. As part of its ongoing relationships
with broker-dealers, the investment adviser routinely meets with firms,
typically at the firm's request, to discuss the level and quality of the
brokerage and research services provided, as well as the perceived value and
cost of such services. In valuing the brokerage and investment research services
the investment adviser receives from broker-dealers in connection with its good
faith determination of reasonableness, the investment adviser does not attribute
a dollar value to such services, but rather takes various factors into
consideration, including the quantity, quality and usefulness of the services to
the investment adviser.


The investment adviser seeks, on an ongoing basis, to determine what the
reasonable levels of commission rates are in the marketplace. The investment
adviser takes various considerations into account when evaluating such
reasonableness, including, (a) rates quoted by broker-dealers, (b) the size of a
particular transaction in terms of the number of shares and dollar amount, (c)
the complexity of a particular transaction, (d) the nature and character of the
markets on which a particular trade takes place, (e) the ability of a
broker-dealer to provide anonymity while executing trades, (f) the ability of a
broker-dealer to execute large trades while minimizing market impact, (g) the
extent to which a broker-dealer has put its own capital at risk, (h) the level
and type of business done with a particular broker-dealer over a period of time,
(i) historical commission rates, and (j) commission rates that other
institutional investors are paying.


When executing portfolio transactions in the same equity security for the funds
and accounts, or portions of funds and accounts, over which the investment
adviser, through its equity investment divisions, has investment discretion,
each of the investment divisions will normally aggregate its respective
purchases or sales and execute them as part of the same transaction or series of
transactions. When executing portfolio transactions in the same fixed-income
security for the fund and the other funds or accounts over which it or one of
its affiliated companies has investment discretion, the investment adviser will
normally aggregate such purchases or sales and execute them as part of the same
transaction or series of transactions. The objective of aggregating purchases
and sales of a security is to allocate executions in an equitable manner


                Capital World Growth and Income Fund -- Page 38
<PAGE>


among the funds and other accounts that have concurrently authorized a
transaction in such security.


The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of the funds managed by the investment
adviser or its affiliated companies; however, it does not consider whether a
broker-dealer has sold shares of the funds managed by the investment adviser or
its affiliated companies when placing any such orders for the fund's portfolio
transactions.


Brokerage commissions paid on portfolio transactions for the fiscal years ended
November 30, 2009, 2008 and 2007 amounted to $53,643,000, $78,720,000 and
$74,492,000, respectively. The volume of trading activity decreased during the
year, resulting in a decrease in brokerage commissions paid on portfolio
transactions.


The fund is required to disclose information regarding investments in the
securities of its "regular" broker-dealers (or parent companies of its regular
broker-dealers) that derive more than 15% of their revenue from broker-dealer,
underwriter or investment adviser activities. A regular broker-dealer is (a) one
of the 10 broker-dealers that received from the fund the largest amount of
brokerage commissions by participating, directly or indirectly, in the fund's
portfolio transactions during the fund's most recent fiscal year; (b) one of the
10 broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions of the fund during the fund's most recent fiscal year; or
(c) one of the 10 broker-dealers that sold the largest amount of securities of
the fund during the fund's most recent fiscal year.


At the end of the fund's most recent fiscal year, the fund's regular
broker-dealers included Credit Suisse Group and UBS AG. As of the fund's most
recent fiscal year-end, the fund held equity securities of Credit Suisse Group
AG in the amount of $481,233,000 and UBS AG in the amount of $442,113,000.


                Capital World Growth and Income Fund -- Page 39
<PAGE>


                        DISCLOSURE OF PORTFOLIO HOLDINGS

The fund's investment adviser, on behalf of the fund, has adopted policies and
procedures with respect to the disclosure of information about fund portfolio
securities. These policies and procedures have been reviewed by the fund's board
of directors and compliance will be periodically assessed by the board in
connection with reporting from the fund's Chief Compliance Officer.


Under these policies and procedures, the fund's complete list of portfolio
holdings available for public disclosure, dated as of the end of each calendar
quarter, is permitted to be posted on the American Funds website no earlier than
the tenth day after such calendar quarter. In practice, the public portfolio
typically is posted on the website approximately 45 days after the end of the
calendar quarter. In addition, the fund's list of top 10 equity portfolio
holdings measured by percentage of net assets invested, dated as of the end of
each calendar month, is permitted to be posted on the American Funds website no
earlier than the tenth day after such month. Such portfolio holdings information
may then be disclosed to any person pursuant to an ongoing arrangement to
disclose portfolio holdings information to such person no earlier than one day
after the day on which the information is posted on the American Funds website.
The fund's custodian, outside counsel and auditor, each of which requires
portfolio holdings information for legitimate business and fund oversight
purposes, may receive the information earlier.


Affiliated persons of the fund, including officers of the fund and employees of
the investment adviser and its affiliates, who receive portfolio holdings
information are subject to restrictions and limitations on the use and handling
of such information pursuant to applicable codes of ethics, including
requirements not to trade in securities based on confidential and proprietary
investment information, to maintain the confidentiality of such information, and
to preclear securities trades and report securities transactions activity, as
applicable. For more information on these restrictions and limitations, please
see the "Code of Ethics" section in this statement of additional information and
the Code of Ethics. Third party service providers of the fund, as described in
this statement of additional information, receiving such information are subject
to confidentiality obligations. When portfolio holdings information is disclosed
other than through the American Funds website to persons not affiliated with the
fund (which, as described above, would typically occur no earlier than one day
after the day on which the information is posted on the American Funds website),
such persons will be bound by agreements (including confidentiality agreements)
or fiduciary obligations that restrict and limit their use of the information to
legitimate business uses only. Neither the fund nor its investment adviser or
any affiliate thereof receives compensation or other consideration in connection
with the disclosure of information about portfolio securities.


                Capital World Growth and Income Fund -- Page 40
<PAGE>


Subject to board policies, the authority to disclose a fund's portfolio
holdings, and to establish policies with respect to such disclosure, resides
with the appropriate investment-related committees of the fund's investment
adviser. In exercising their authority, the committees determine whether
disclosure of information about the fund's portfolio securities is appropriate
and in the best interest of fund shareholders. The investment adviser has
implemented policies and procedures to address conflicts of interest that may
arise from the disclosure of fund holdings. For example, the investment
adviser's code of ethics specifically requires, among other things, the
safeguarding of information about fund holdings and contains prohibitions
designed to prevent the personal use of confidential, proprietary investment
information in a way that would conflict with fund transactions. In addition,
the investment adviser believes that its current policy of not selling portfolio
holdings information and not disclosing such information to unaffiliated third
parties until such holdings have been made public on the American Funds website
(other than to certain fund service providers for legitimate business and fund
oversight purposes) helps reduce potential conflicts of interest between fund
shareholders and the investment adviser and its affiliates.


                Capital World Growth and Income Fund -- Page 41
<PAGE>


                                PRICE OF SHARES

Shares are purchased at the offering price or sold at the net asset value price
next determined after the purchase or sell order is received by the fund or the
Transfer Agent provided that your request contains all information and legal
documentation necessary to process the transaction. The Transfer Agent may
accept written orders for the sale of fund shares on a future date. These orders
are subject to the Transfer Agent's policies, which generally allow shareholders
to provide a written request to sell shares at the net asset value on a
specified date no more than five business days after receipt of the order by the
Transfer Agent. Any request to sell shares on a future date will be rejected if
the request is not in writing, if the requested transaction date is more than
five business days after the Transfer Agent receives the request or if the
request does not contain all information and legal documentation necessary to
process the transaction.


The offering or net asset value price is effective for orders received prior to
the time of determination of the net asset value and, in the case of orders
placed with dealers or their authorized designees, accepted by the Principal
Underwriter, the Transfer Agent, a dealer or any of their designees. In the case
of orders sent directly to the fund or the Transfer Agent, an investment dealer
should be indicated. The dealer is responsible for promptly transmitting
purchase and sell orders to the Principal Underwriter.


Orders received by the investment dealer or authorized designee, the Transfer
Agent or the fund after the time of the determination of the net asset value
will be entered at the next calculated offering price. Note that investment
dealers or other intermediaries may have their own rules about share
transactions and may have earlier cut-off times than those of the fund. For more
information about how to purchase through your intermediary, contact your
intermediary directly.


Prices that appear in the newspaper do not always indicate prices at which you
will be purchasing and redeeming shares of the fund, since such prices generally
reflect the previous day's closing price, while purchases and redemptions are
made at the next calculated price. The price you pay for shares, the offering
price, is based on the net asset value per share, which is calculated once daily
as of approximately 4 p.m. New York time, which is the normal close of trading
on the New York Stock Exchange, each day the Exchange is open. If, for example,
the Exchange closes at 1 p.m., the fund's share price would still be determined
as of 4 p.m. New York time. The New York Stock Exchange is currently closed on
weekends and on the following holidays: New Year's Day; Martin Luther King, Jr.
Day; Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day;
Thanksgiving; and Christmas Day. Each share class of the fund has a separately
calculated net asset value (and share price).

All portfolio securities of funds managed by Capital Research and Management
Company (other than American Funds Money Market Fund/(R)/) are valued, and the
net asset values per share for each share class are determined, as indicated
below. The fund follows standard industry practice by typically reflecting
changes in its holdings of portfolio securities on the first business day
following a portfolio trade.


Equity securities, including depositary receipts, are generally valued at the
official closing price of, or the last reported sale price on, the exchange or
market on which such securities are traded, as of the close of business on the
day the securities are being valued or, lacking any sales, at the last available
bid price. Prices for each security are taken from the principal exchange or
market in which the security trades.


                Capital World Growth and Income Fund -- Page 42
<PAGE>


Fixed-income securities, including short-term securities purchased with more
than 60 days left to maturity, are generally valued at prices obtained as of
approximately 3 p.m. from one or more independent pricing vendors. The pricing
vendors base bond prices on, among other things, benchmark yields, transactions,
bids, offers, quotations from dealers and trading systems, new issues,
underlying equity of the issuer, interest rate volatilities, spreads and other
relationships observed in the markets among comparable securities and
proprietary pricing models such as yield measures calculated using factors such
as cash flows, prepayment information, default rates, delinquency and loss
assumptions, financial or collateral characteristics or performance, credit
enhancements, liquidation value calculations, specific deal information and
other reference data. The fund's investment adviser performs certain checks on
these prices prior to calculation of the fund's net asset value. Where the
investment adviser deems it appropriate to do so, such securities will be valued
in good faith at the mean quoted bid and asked prices that are reasonably and
timely available (or bid prices, if asked prices are not available) or at prices
for securities of comparable maturity, quality and type.


Securities with both fixed-income and equity characteristics (e.g., convertible
bonds, preferred stocks, units comprised of more than one type of security,
etc.), or equity securities traded principally among fixed-income dealers, are
generally valued in the manner described above for either equity or fixed-income
securities, depending on which method is deemed most appropriate by the
investment adviser.

Securities with original maturities of one year or less having 60 days or less
to maturity are amortized to maturity based on their cost if acquired within 60
days of maturity, or if already held on the 60th day, based on the value
determined on the 61st day. Forward currency contracts are valued at the mean of
representative quoted bid and asked prices.


Assets or liabilities initially expressed in terms of currencies other than U.S.
dollars are translated prior to the next determination of the net asset value of
the fund's shares into U.S. dollars at the prevailing market rates.

Securities and other assets for which representative market quotations are not
readily available or are considered unreliable by the investment adviser are
valued at fair value as determined in good faith under policies approved by the
fund's board. Subject to board oversight, the fund's board has delegated the
obligation to make fair valuation determinations to a valuation committee
established by the fund's investment adviser. The board receives regular reports
describing fair-valued securities and the valuation methods used.


The valuation committee has adopted guidelines and procedures (consistent with
SEC rules and guidance) to consider certain relevant principles and factors when
making all fair value determinations. As a general principle, securities lacking
readily available market quotations, or that have quotations that are considered
unreliable by the investment adviser, are valued in good faith by the valuation
committee based upon what the fund might reasonably expect to receive upon their
current sale. Fair valuations and valuations of investments that are not
actively trading involve judgment and may differ materially from valuations that
would have been used had greater market activity occurred. The valuation
committee considers relevant indications of value that are reasonably and timely
available to it in determining the fair value to be assigned to a particular
security, such as the type and cost of the security, contractual or legal
restrictions on resale of the security, relevant financial or business
developments of the issuer, actively traded similar or related securities,
conversion or exchange rights on the security, related corporate actions,
significant events occurring after the close of trading in the security and
changes in


                Capital World Growth and Income Fund -- Page 43
<PAGE>


overall market conditions. The valuation committee employs additional fair value
procedures to address issues related to equity holdings of applicable fund
portfolios outside the United States. Securities owned by these funds trade in
markets that open and close at different times, reflecting time zone
differences. If significant events occur after the close of a market (and before
these fund's net asset values are next determined) which affect the value of
portfolio securities, appropriate adjustments from closing market prices may be
made to reflect these events. Events of this type could include, for example,
earthquakes and other natural disasters or significant price changes in other
markets (e.g., U.S. stock markets).


Each class of shares represents interests in the same portfolio of investments
and is identical in all respects to each other class, except for differences
relating to distribution, service and other charges and expenses, certain voting
rights, differences relating to eligible investors, the designation of each
class of shares, conversion features and exchange privileges. Expenses
attributable to the fund, but not to a particular class of shares, are borne by
each class pro rata based on relative aggregate net assets of the classes.
Expenses directly attributable to a class of shares are borne by that class of
shares. Liabilities, including accruals of taxes and other expense items
attributable to particular share classes, are deducted from total assets
attributable to such share classes.


Net assets so obtained for each share class are divided by the total number of
shares outstanding of that share class, and the result, rounded to the nearest
cent, is the net asset value per share for that share class.


                Capital World Growth and Income Fund -- Page 44
<PAGE>


                            TAXES AND DISTRIBUTIONS

FUND TAXATION -- The fund has elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code (the "Code"). A
regulated investment company qualifying under Subchapter M of the Code is
required to distribute to its shareholders at least 90% of its investment
company taxable income (including the excess of net short-term capital gain over
net long-term capital losses) and generally is not subject to federal income tax
to the extent that it distributes annually 100% of its investment company
taxable income and net realized capital gains in the manner required under the
Code. The fund intends to distribute annually all of its investment company
taxable income and net realized capital gains and therefore does not expect to
pay federal income tax, although in certain circumstances the fund may determine
that it is in the interest of shareholders to distribute less than that amount.


To be treated as a regulated investment company under Subchapter M of the Code,
the fund must also (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, net income from certain
publicly traded partnerships and gains from the sale or other disposition of
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
the business of investing in such securities or currencies, and (b) diversify
its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the
market value of the fund's assets is represented by cash, U.S. government
securities and securities of other regulated investment companies, and other
securities (for purposes of this calculation, generally limited in respect of
any one issuer, to an amount not greater than 5% of the market value of the
fund's assets and 10% of the outstanding voting securities of such issuer) and
(ii) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. government securities or the securities of
other regulated investment companies), two or more issuers which the fund
controls and which are determined to be engaged in the same or similar trades or
businesses or the securities of certain publicly traded partnerships.


Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year. The term "required distribution"
generally means the sum of (a) 98% of ordinary income (generally net investment
income) for the calendar year, (b) 98% of capital gain (both long-term and
short-term) for the one-year period ending on October 31 (as though the one-year
period ending on October 31 were the regulated investment company's taxable
year) and (c) the sum of any untaxed, undistributed net investment income and
net capital gains of the regulated investment company for prior periods. The
term "distributed amount" generally means the sum of (a) amounts actually
distributed by the fund from its current year's ordinary income and capital gain
net income and (b) any amount on which the fund pays income tax during the
periods described above. Although the fund intends to distribute its net
investment income and net capital gains so as to avoid excise tax liability, the
fund may determine that it is in the interest of shareholders to distribute a
lesser amount.


The following information may not apply to you if you hold fund shares in a
tax-deferred account, such as a retirement plan or education savings account.
Please see your tax adviser for more information.


DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS -- Dividends and capital gain
distributions on fund shares will be reinvested in shares of the fund of the
same class, unless shareholders indicate in


                Capital World Growth and Income Fund -- Page 45
<PAGE>


writing that they wish to receive them in cash or in shares of the same class of
other American Funds, as provided in the prospectus. Dividends and capital gain
distributions by 529 share classes will be automatically reinvested.


Distributions of investment company taxable income and net realized capital
gains to shareholders will be taxable whether received in shares or in cash,
unless such shareholders are exempt from taxation. Shareholders electing to
receive distributions in the form of additional shares will have a cost basis
for federal income tax purposes in each share so received equal to the net asset
value of that share on the reinvestment date. Dividends and capital gain
distributions by the fund to a tax-deferred retirement plan account are not
taxable currently. When a dividend or a capital gain is distributed by the fund,
the net asset value per share is reduced by the amount of the payment.


     DIVIDENDS -- The fund intends to follow the practice of distributing
     substantially all of its investment company taxable income. Investment
     company taxable income generally includes dividends, interest, net
     short-term capital gains in excess of net long-term capital losses, and
     certain foreign currency gains, if any, less expenses and certain foreign
     currency losses. To the extent the fund invests in stock of domestic and
     certain foreign corporations and meets the applicable holding period
     requirement, it may receive "qualified dividends". The fund will designate
     the amount of "qualified dividends" to its shareholders in a notice sent
     within 60 days of the close of its fiscal year and will report "qualified
     dividends" to shareholders on Form 1099-DIV.

     Under the Code, gains or losses attributable to fluctuations in exchange
     rates that occur between the time the fund accrues receivables or
     liabilities denominated in a foreign currency and the time the fund
     actually collects such receivables, or pays such liabilities, generally are
     treated as ordinary income or ordinary loss. Similarly, on disposition of
     debt securities denominated in a foreign currency and on disposition of
     certain futures contracts, forward contracts and options, gains or losses
     attributable to fluctuations in the value of foreign currency between the
     date of acquisition of the security or contract and the date of disposition
     are also treated as ordinary gain or loss. These gains or losses, referred
     to under the Code as Section 988 gains or losses, may increase or decrease
     the amount of the fund's investment company taxable income to be
     distributed to its shareholders as ordinary income.


     If the fund invests in stock of certain passive foreign investment
     companies, the fund may be subject to U.S. federal income taxation on a
     portion of any "excess distribution" with respect to, or gain from the
     disposition of, such stock. The tax would be determined by allocating such
     distribution or gain ratably to each day of the fund's holding period for
     the stock. The distribution or gain so allocated to any taxable year of the
     fund, other than the taxable year of the excess distribution or
     disposition, would be taxed to the fund at the highest ordinary income rate
     in effect for such year, and the tax would be further increased by an
     interest charge to reflect the value of the tax deferral deemed to have
     resulted from the ownership of the foreign company's stock. Any amount of
     distribution or gain allocated to the taxable year of the distribution or
     disposition would be included in the fund's investment company taxable
     income and, accordingly, would not be taxable to the fund to the extent
     distributed by the fund as a dividend to its shareholders.


     To avoid such tax and interest, the fund intends to elect to treat these
     securities as sold on the last day of its fiscal year and recognize any
     gains for tax purposes at that time.


                Capital World Growth and Income Fund -- Page 46
<PAGE>


     Under this election, deductions for losses are allowable only to the extent
     of any prior recognized gains, and both gains and losses will be treated as
     ordinary income or loss. The fund will be required to distribute any
     resulting income, even though it has not sold the security and received
     cash to pay such distributions. Upon disposition of these securities, any
     gain recognized is treated as ordinary income and loss is treated as
     ordinary loss to the extent of any prior recognized gain.


     Dividends from domestic corporations are expected to comprise some portion
     of the fund's gross income. To the extent that such dividends constitute
     any of the fund's gross income, a portion of the income distributions of
     the fund to corporate shareholders may be eligible for the deduction for
     dividends received by corporations. Corporate shareholders will be informed
     of the portion of dividends that so qualifies. The dividends-received
     deduction is reduced to the extent that either the fund shares, or the
     underlying shares of stock held by the fund, with respect to which
     dividends are received, are treated as debt-financed under federal income
     tax law, and is eliminated if the shares are deemed to have been held by
     the shareholder or the fund, as the case may be, for less than 46 days
     during the 91-day period beginning on the date that is 45 days before the
     date on which the shares become ex-dividend. Capital gain distributions are
     not eligible for the dividends-received deduction.


     A portion of the difference between the issue price of zero coupon
     securities and their face value (original issue discount) is considered to
     be income to the fund each year, even though the fund will not receive cash
     interest payments from these securities. This original issue discount
     (imputed income) will comprise a part of the investment company taxable
     income of the fund that must be distributed to shareholders in order to
     maintain the qualification of the fund as a regulated investment company
     and to avoid federal income taxation at the level of the fund.


     The price of a bond purchased after its original issuance may reflect
     market discount which, depending on the particular circumstances, may
     affect the tax character and amount of income required to be recognized by
     a fund holding the bond. In determining whether a bond is purchased with
     market discount, certain de minimis rules apply.


     Dividend and interest income received by the fund from sources outside the
     United States may be subject to withholding and other taxes imposed by such
     foreign jurisdictions. Tax conventions between certain countries and the
     United States, however, may reduce or eliminate these foreign taxes. Some
     foreign countries impose taxes on capital gains with respect to investments
     by foreign investors.


     CAPITAL GAIN DISTRIBUTIONS -- The fund also intends to distribute its net
     capital gain each year. The fund's net capital gain is the entire excess of
     net realized long-term capital gains over net realized short-term capital
     losses. Net capital gains for a fiscal year are computed by taking into
     account any capital loss carryforward of the fund.

     If any net long-term capital gains in excess of net short-term capital
     losses are retained by the fund for reinvestment, requiring federal income
     taxes to be paid thereon by the fund, the fund intends to elect to treat
     such capital gains as having been distributed to shareholders. As a result,
     each shareholder will report such capital gains as long-term capital gains
     taxable to individual shareholders at a maximum 15% capital gains rate,
     will be able to claim a pro rata share of federal income taxes paid by the
     fund on such gains


                Capital World Growth and Income Fund -- Page 47
<PAGE>


     as a credit against personal federal income tax liability, and will be
     entitled to increase the adjusted tax basis on fund shares by the
     difference between a pro rata share of the retained gains and such
     shareholder's related tax credit.


SHAREHOLDER TAXATION -- In January of each year, individual shareholders holding
fund shares in taxable accounts will receive a statement of the federal income
tax status of all distributions. Shareholders of the fund also may be subject to
state and local taxes on distributions received from the fund.


     DIVIDENDS -- Fund dividends are taxable to shareholders as ordinary income.
     All or a portion of a fund's dividend distribution may be a "qualified
     dividend." If the fund meets the applicable holding period requirement, it
     will distribute dividends derived from qualified corporation dividends to
     shareholders as qualified dividends. Interest income from bonds and money
     market instruments and nonqualified foreign dividends will be distributed
     to shareholders as nonqualified fund dividends. The fund will report on
     Form 1099-DIV the amount of each shareholder's dividend that may be treated
     as a qualified dividend. If a shareholder other than a corporation meets
     the requisite holding period requirement, qualified dividends are taxable
     at a maximum rate of 15%.

     CAPITAL GAINS -- Distributions of net capital gain that the fund properly
     designates as "capital gain dividends" generally will be taxable as
     long-term capital gain, regardless of the length of time the shares of the
     fund have been held by a shareholder. For non-corporate shareholders, a
     capital gain distribution by the fund is subject to a maximum tax rate of
     15%. Any loss realized upon the redemption of shares held at the time of
     redemption for six months or less from the date of their purchase will be
     treated as a long-term capital loss to the extent of any amounts treated as
     distributions of long-term capital gains (including any undistributed
     amounts treated as distributed capital gains, as described above) during
     such six-month period.

Distributions by the fund result in a reduction in the net asset value of the
fund's shares. Investors should consider the tax implications of buying shares
just prior to a distribution. The price of shares purchased at that time
includes the amount of the forthcoming distribution. Those purchasing just prior
to a distribution will subsequently receive a partial return of their investment
capital upon payment of the distribution, which will be taxable to them.


The fund may make the election permitted under Section 853 of the Code so that
shareholders may (subject to limitations) be able to claim a credit or deduction
on their federal income tax returns for, and will be required to treat as part
of the amounts distributed to them, their pro rata portion of qualified taxes
paid by the fund to foreign countries (such taxes relate primarily to investment
income). The fund may make an election under Section 853 of the Code, provided
that more than 50% of the value of the total assets of the fund at the close of
the taxable year consists of securities of foreign corporations. The foreign tax
credit available to shareholders is subject to certain limitations imposed by
the Code.


Redemptions of shares, including exchanges for shares of other American Funds,
may result in federal, state and local tax consequences (gain or loss) to the
shareholder.


If a shareholder exchanges or otherwise disposes of shares of the fund within 90
days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales


                Capital World Growth and Income Fund -- Page 48
<PAGE>


charge previously incurred in acquiring the fund's shares will not be taken into
account (to the extent such previous sales charges do not exceed the reduction
in sales charges) for the purposes of determining the amount of gain or loss on
the exchange, but will be treated as having been incurred in the acquisition of
such other fund(s).


Any loss realized on a redemption or exchange of shares of the fund will be
disallowed to the extent substantially identical shares are reacquired within
the 61-day period beginning 30 days before and ending 30 days after the shares
are disposed of. Any loss disallowed under this rule will be added to the
shareholder's tax basis in the new shares purchased.


The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders. Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of a regulated investment company may
be subject to backup withholding of federal income tax in the case of non-exempt
U.S. shareholders who fail to furnish the fund with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. Withholding may also be required if the fund
is notified by the IRS or a broker that the taxpayer identification number
furnished by the shareholder is incorrect or that the shareholder has previously
failed to report interest or dividend income. If the withholding provisions are
applicable, any such distributions and proceeds, whether taken in cash or
reinvested in additional shares, will be reduced by the amounts required to be
withheld.


The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. persons (i.e., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates). Each shareholder who is
not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a
lower rate under an applicable income tax treaty) on dividend income received by
the shareholder.


Shareholders should consult their tax advisers about the application of federal,
state and local tax law in light of their particular situation.


                Capital World Growth and Income Fund -- Page 49
<PAGE>


UNLESS OTHERWISE NOTED, ALL REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C
OR F-1 SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR
529-F-1 SHARES. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO THE APPLICABLE
PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY
RELATING TO THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE
RETIREMENT PLAN SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR
INFORMATION REGARDING PURCHASES, SALES AND EXCHANGES.

                        PURCHASE AND EXCHANGE OF SHARES

PURCHASES BY INDIVIDUALS -- As described in the prospectus, you may generally
open an account and purchase fund shares by contacting a financial adviser or
investment dealer authorized to sell the fund's shares. You may make investments
by any of the following means:


     CONTACTING YOUR FINANCIAL ADVISER -- Deliver or mail a check to your
     financial adviser.

     BY MAIL -- For initial investments, you may mail a check, made payable to
     the fund, directly to the address indicated on the account application.
     Please indicate an investment dealer on the account application. You may
     make additional investments by filling out the "Account Additions" form at
     the bottom of a recent transaction confirmation and mailing the form, along
     with a check made payable to the fund, using the envelope provided with
     your confirmation.

     The amount of time it takes for us to receive regular U.S. postal mail may
     vary and there is no assurance that we will receive such mail on the day
     you expect. Mailing addresses for regular U.S. postal mail can be found in
     the prospectus. To send investments or correspondence to us via overnight
     mail or courier service, use either of the following addresses:

           American Funds
           8332 Woodfield Crossing Blvd.
           Indianapolis, IN 46240-2482

           American Funds
           5300 Robin Hood Rd.
           Norfolk, VA  23513-2407

     BY TELEPHONE -- Using the American FundsLine. Please see the "Shareholder
     account services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY INTERNET -- Using americanfunds.com. Please see the "Shareholder account
     services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY WIRE -- If you are making a wire transfer, instruct your bank to wire
     funds to:

           Wells Fargo Bank
           ABA Routing No. 121000248
           Account No. 4600-076178


                Capital World Growth and Income Fund -- Page 50
<PAGE>


           Your bank should include the following information when wiring funds:

           For credit to the account of:
           American Funds Service Company
           (fund's name)

           For further credit to:
           (shareholder's fund account number)
           (shareholder's name)

     You may contact American Funds Service Company at 800/421-0180 if you have
     questions about making wire transfers.

OTHER PURCHASE INFORMATION -- Class 529 shares may be purchased only through
CollegeAmerica by investors establishing qualified higher education savings
accounts. Class 529-E shares may be purchased only by investors participating in
CollegeAmerica through an eligible employer plan. The American Funds state
tax-exempt funds are qualified for sale only in certain jurisdictions, and
tax-exempt funds in general should not serve as retirement plan investments. In
addition, the fund and the Principal Underwriter reserve the right to reject any
purchase order.


Class R-5 and R-6 shares may be made available to certain charitable foundations
organized and maintained by The Capital Group Companies, Inc. or its affiliates.

Class R-5 and R-6 shares may also be made available to the Virginia College
Savings Plan for use in the Virginia Education Savings Trust and the Virginia
Prepaid Education Program and other registered investment companies approved by
the fund.


PURCHASE MINIMUMS AND MAXIMUMS -- All investments are subject to the purchase
minimums and maximums described in the prospectus. As noted in the prospectus,
purchase minimums may be waived or reduced in certain cases.


In the case of American Funds non-tax-exempt funds, the initial purchase minimum
of $25 may be waived for the following account types:


     .    Payroll deduction retirement plan accounts (such as, but not limited
          to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan
          accounts); and

     .    Employer-sponsored CollegeAmerica accounts.

The following account types may be established without meeting the initial
purchase minimum:


     .    Retirement accounts that are funded with employer contributions; and

     .    Accounts that are funded with monies set by court decree.


                Capital World Growth and Income Fund -- Page 51
<PAGE>


The following account types may be established without meeting the initial
purchase minimum, but shareholders wishing to invest in two or more funds must
meet the normal initial purchase minimum of each fund:


     .    Accounts that are funded with (a) transfers of assets, (b) rollovers
          from retirement plans, (c) rollovers from 529 college savings plans or
          (d) required minimum distribution automatic exchanges; and

     .    American Funds Money Market Fund accounts registered in the name of
          clients of Capital Guardian Trust Company's Capital Group Private
          Client Services division.

Certain accounts held on the fund's books, known as omnibus accounts, contain
multiple underlying accounts that are invested in shares of the fund. These
underlying accounts are maintained by entities such as financial intermediaries
and are subject to the applicable initial purchase minimums as described in the
prospectus and this statement of additional information. However, in the case
where the entity maintaining these accounts aggregates the accounts' purchase
orders for fund shares, such accounts are not required to meet the fund's
minimum amount for subsequent purchases.


EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of American Funds Money
Market Fund may be made to Class C shares of other American Funds for dollar
cost averaging purposes. Exchanges are not permitted from Class A shares of
American Funds Money Market Fund to Class C shares of Intermediate Bond Fund of
America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund of
America. Exchange purchases are subject to the minimum investment requirements
of the fund purchased and no sales charge generally applies. However, exchanges
of shares from American Funds Money Market Fund are subject to applicable sales
charges, unless the American Funds Money Market Fund shares were acquired by an
exchange from a fund having a sales charge, or by reinvestment or
cross-reinvestment of dividends or capital gain distributions. Exchanges of
Class F shares generally may only be made through fee-based programs of
investment firms that have special agreements with the fund's distributor and
certain registered investment advisers.


You may exchange shares of other classes by contacting the Transfer Agent, by
contacting your investment dealer or financial adviser, by using American
FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or
faxing (see "American Funds Service Company service areas" in the prospectus for
the appropriate fax numbers) the Transfer Agent. For more information, see
"Shareholder account services and privileges" in this statement of additional
information. THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES
AND PURCHASES.


Shares held in employer-sponsored retirement plans may be exchanged into other
American Funds by contacting your plan administrator or recordkeeper. Exchange
redemptions and purchases are processed simultaneously at the share prices next
determined after the exchange order is received (see "Price of shares" in this
statement of additional information).

FREQUENT TRADING OF FUND SHARES -- As noted in the prospectus, certain
redemptions may trigger a purchase block lasting 30 calendar days under the
fund's "purchase blocking policy." Under this policy, systematic redemptions
will not trigger a purchase block and systematic purchases will not be prevented
where the entity maintaining the shareholder account is able to


                Capital World Growth and Income Fund -- Page 52
<PAGE>


identify the transaction as a systematic redemption or purchase. For purposes of
this policy, systematic redemptions include, for example, regular periodic
automatic redemptions and statement of intention escrow share redemptions.
Systematic purchases include, for example, regular periodic automatic purchases
and automatic reinvestments of dividends and capital gain distributions.
Generally, purchases and redemptions will not be considered "systematic" unless
the transaction is pre-scheduled for a specific date.


OTHER POTENTIALLY ABUSIVE ACTIVITY -- In addition to implementing purchase
blocks, American Funds Service Company will monitor for other types of activity
that could potentially be harmful to the American Funds - for example,
short-term trading activity in multiple funds. When identified, American Funds
Service Company will request that the shareholder discontinue the activity. If
the activity continues, American Funds Service Company will freeze the
shareholder account to prevent all activity other than redemptions of fund
shares.


MOVING BETWEEN SHARE CLASSES

     If you wish to "move" your investment between share classes (within the
     same fund or between different funds), we generally will process your
     request as an exchange of the shares you currently hold for shares in the
     new class or fund. Below is more information about how sales charges are
     handled for various scenarios.

     EXCHANGING CLASS B SHARES FOR CLASS A SHARES -- If you exchange Class B
     shares for Class A shares during the contingent deferred sales charge
     period you are responsible for paying any applicable deferred sales charges
     attributable to those Class B shares, but you will not be required to pay a
     Class A sales charge. If, however, you exchange your Class B shares for
     Class A shares after the contingent deferred sales charge period, you are
     responsible for paying any applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS A SHARES -- If you exchange Class C
     shares for Class A shares, you are still responsible for paying any Class C
     contingent deferred sales charges and applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class C shares
     for Class F shares to be held in the program, you are still responsible for
     paying any applicable Class C contingent deferred sales charges.

     EXCHANGING CLASS F SHARES FOR CLASS A SHARES -- You can exchange Class F
     shares held in a qualified fee-based program for Class A shares without
     paying an initial Class A sales charge if all of the following requirements
     are met: (a) you are leaving or have left the fee-based program, (b) you
     have held the Class F shares in the program for at least one year, and (c)
     you notify American Funds Service Company of your request. Notwithstanding
     the previous sentence, you can exchange Class F shares received in a
     conversion from Class C shares for Class A shares at any time without
     paying an initial Class A sales charge if you notify American Funds Service
     Company of the conversion when you make your request. If you have already
     redeemed your Class F shares, the foregoing requirements apply and you must
     purchase Class A shares within 90 days after redeeming your Class F shares
     to receive the Class A shares without paying an initial Class A sales
     charge.


                Capital World Growth and Income Fund -- Page 53
<PAGE>


     EXCHANGING CLASS A SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class A shares
     for Class F shares to be held in the program, any Class A sales charges
     (including contingent deferred sales charges) that you paid or are payable
     will not be credited back to your account.

     EXCHANGING CLASS A SHARES FOR CLASS R SHARES -- Provided it is eligible to
     invest in Class R shares, a retirement plan currently invested in Class A
     shares may exchange its shares for Class R shares. Any Class A sales
     charges that the retirement plan previously paid will not be credited back
     to the plan's account.

     EXCHANGING CLASS F-1 SHARES FOR CLASS F-2 SHARES -- If you are part of a
     qualified fee-based program that offers Class F-2 shares, you may exchange
     your Class F-1 shares for Class F-2 shares to be held in the program.

     MOVING BETWEEN OTHER SHARE CLASSES -- If you desire to move your investment
     between share classes and the particular scenario is not described in this
     statement of additional information, please contact American Funds Service
     Company at 800/421-0180 for more information.

     NON-REPORTABLE TRANSACTIONS -- Automatic conversions described in the
     prospectus will be non-reportable for tax purposes. In addition, except in
     the case of a movement between a 529 share class and a non-529 share class,
     an exchange of shares from one share class of a fund to another share class
     of the same fund will be treated as a non-reportable exchange for tax
     purposes, provided that the exchange request is received in writing by
     American Funds Service Company and processed as a single transaction.


                Capital World Growth and Income Fund -- Page 54
<PAGE>


                                 SALES CHARGES

CLASS A PURCHASES


     PURCHASES BY CERTAIN 403(B) PLANS

     A 403(b) plan may not invest in Class A or C shares unless such plan was
     invested in Class A or C shares before January 1, 2009.

     Participant accounts of a 403(b) plan that were treated as an
     individual-type plan for sales charge purposes before January 1, 2009, may
     continue to be treated as accounts of an individual-type plan for sales
     charge purposes. Participant accounts of a 403(b) plan that were treated as
     an employer-sponsored plan for sales charge purposes before January 1,
     2009, may continue to be treated as accounts of an employer-sponsored plan
     for sales charge purposes. Participant accounts of a 403(b) plan that is
     established on or after January 1, 2009 are treated as accounts of an
     employer-sponsored plan for sales charge purposes.

     PURCHASES BY SEP PLANS AND SIMPLE IRA PLANS

     Participant accounts in a Simplified Employee Pension (SEP) plan or a
     Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE
     IRA) plan will be aggregated together for Class A sales charge purposes if
     the SEP plan or SIMPLE IRA plan was established after November 15, 2004 by
     an employer adopting a prototype plan produced by American Funds
     Distributors, Inc. In the case where the employer adopts any other plan
     (including, but not limited to, an IRS model agreement), each participant's
     account in the plan will be aggregated with the participant's own personal
     investments that qualify under the aggregation policy. A SEP plan or SIMPLE
     IRA plan with a certain method of aggregating participant accounts as of
     November 15, 2004 may continue with that method so long as the employer has
     not modified the plan document since that date.

     OTHER PURCHASES

     Pursuant to a determination of eligibility by a vice president or more
     senior officer of the Capital Research and Management Company Fund
     Administration Unit, or by his or her designee, Class A shares of the
     American Funds stock, stock/bond and bond funds may be sold at net asset
     value to:

     (1)  current or retired directors, trustees, officers and advisory board
          members of, and certain lawyers who provide services to, the funds
          managed by Capital Research and Management Company, current or retired
          employees of Washington Management Corporation, current or retired
          employees and partners of The Capital Group Companies, Inc. and its
          affiliated companies, certain family members of the above persons, and
          trusts or plans primarily for such persons;

     (2)  currently registered representatives and assistants directly employed
          by such representatives, retired registered representatives with
          respect to accounts established while active, or full-time employees
          (collectively, "Eligible Persons") (and their (a) spouses or
          equivalents if recognized under local law, (b) parents and children,
          including parents and children in step and adoptive relationships,
          sons-in-law and daughters-in-law, and (c) parents-in-law, if the
          Eligible Persons or


                Capital World Growth and Income Fund -- Page 55
<PAGE>


          the spouses, children or parents of the Eligible Persons are listed in
          the account registration with the parents-in-law) of dealers who have
          sales agreements with the Principal Underwriter (or who clear
          transactions through such dealers), plans for the dealers, and plans
          that include as participants only the Eligible Persons, their spouses,
          parents and/or children;

     (3)  currently registered investment advisers ("RIAs") and assistants
          directly employed by such RIAs, retired RIAs with respect to accounts
          established while active, or full-time employees (collectively,
          "Eligible Persons") (and their (a) spouses or equivalents if
          recognized under local law, (b) parents and children, including
          parents and children in step and adoptive relationships, sons-in-law
          and daughters-in-law and (c) parents-in-law, if the Eligible Persons
          or the spouses, children or parents of the Eligible Persons are listed
          in the account registration with the parents-in-law) of RIA firms that
          are authorized to sell shares of the funds, plans for the RIA firms,
          and plans that include as participants only the Eligible Persons,
          their spouses, parents and/or children;

     (4)  companies exchanging securities with the fund through a merger,
          acquisition or exchange offer;

     (5)  insurance company separate accounts;

     (6)  accounts managed by subsidiaries of The Capital Group Companies, Inc.;

     (7)  The Capital Group Companies, Inc., its affiliated companies and
          Washington Management Corporation;

     (8)  an individual or entity with a substantial business relationship with
          The Capital Group Companies, Inc. or its affiliates, or an individual
          or entity related or relating to such individual or entity;

     (9)  wholesalers and full-time employees directly supporting wholesalers
          involved in the distribution of insurance company separate accounts
          whose underlying investments are managed by any affiliate of The
          Capital Group Companies, Inc.; and

     (10) full-time employees of banks that have sales agreements with the
          Principal Underwriter, who are solely dedicated to directly supporting
          the sale of mutual funds.

     Shares are offered at net asset value to these persons and organizations
     due to anticipated economies in sales effort and expense. Once an account
     is established under this net asset value privilege, additional investments
     can be made at net asset value for the life of the account.

     TRANSFERS TO COLLEGEAMERICA -- A transfer from the Virginia Prepaid
     Education Program/SM/ or the Virginia Education Savings Trust/SM/ to a
     CollegeAmerica account will be made with no sales charge. No commission
     will be paid to the dealer on such a transfer.


                Capital World Growth and Income Fund -- Page 56
<PAGE>


MOVING BETWEEN ACCOUNTS -- Investments in certain account types may be moved to
other account types without incurring additional Class A sales charges. These
transactions include, for example:


     .    redemption proceeds from a non-retirement account (for example, a
          joint tenant account) used to purchase fund shares in an IRA or other
          individual-type retirement account;

     .    required minimum distributions from an IRA or other individual-type
          retirement account used to purchase fund shares in a non-retirement
          account; and

     .    death distributions paid to a beneficiary's account that are used by
          the beneficiary to purchase fund shares in a different account.

LOAN REPAYMENTS -- Repayments on loans taken from a retirement plan or an
individual-type retirement account are not subject to sales charges if American
Funds Service Company is notified of the repayment.


DEALER COMMISSIONS AND COMPENSATION -- Commissions (up to 1.00%) are paid to
dealers who initiate and are responsible for certain Class A share purchases not
subject to initial sales charges. These purchases consist of purchases of $1
million or more, purchases by employer-sponsored defined contribution-type
retirement plans investing $1 million or more or with 100 or more eligible
employees, and purchases made at net asset value by certain retirement plans,
endowments and foundations with assets of $50 million or more. Commissions on
such investments (other than IRA rollover assets that roll over at no sales
charge under the fund's IRA rollover policy as described in the prospectus) are
paid to dealers at the following rates: 1.00% on amounts of less than $4
million, 0.50% on amounts of at least $4 million but less than $10 million and
0.25% on amounts of at least $10 million. Commissions are based on cumulative
investments over the life of the account with no adjustment for redemptions,
transfers, or market declines. For example, if a shareholder has accumulated
investments in excess of $4 million (but less than $10 million) and subsequently
redeems all or a portion of the account(s), purchases following the redemption
will generate a dealer commission of 0.50%.


A dealer concession of up to 1% may be paid by the fund under its Class A plan
of distribution to reimburse the Principal Underwriter in connection with dealer
and wholesaler compensation paid by it with respect to investments made with no
initial sales charge.


                Capital World Growth and Income Fund -- Page 57
<PAGE>


                      SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGE -- As described in the prospectus, there are
various ways to reduce your sales charge when purchasing Class A shares.
Additional information about Class A sales charge reductions is provided below.


     STATEMENT OF INTENTION -- By establishing a statement of intention (the
     "Statement"), you enter into a nonbinding commitment to purchase shares of
     the American Funds (excluding American Funds Money Market Fund) over a
     13-month period and receive the same sales charge (expressed as a
     percentage of your purchases) as if all shares had been purchased at once,
     unless the Statement is upgraded as described below.

     The Statement period starts on the date on which your first purchase made
     toward satisfying the Statement is processed. Your accumulated holdings (as
     described in the paragraph titled "Rights of accumulation") eligible to be
     aggregated as of the day immediately before the start of the Statement
     period may be credited toward satisfying the Statement.

     You may revise the commitment you have made in your Statement upward at any
     time during the Statement period. If your prior commitment has not been met
     by the time of the revision, the Statement period during which purchases
     must be made will remain unchanged. Purchases made from the date of the
     revision will receive the reduced sales charge, if any, resulting from the
     revised Statement. If your prior commitment has been met by the time of the
     revision, your original Statement will be considered met and a new
     Statement will be established.

     The Statement will be considered completed if the shareholder dies within
     the 13-month Statement period. Commissions to dealers will not be adjusted
     or paid on the difference between the Statement amount and the amount
     actually invested before the shareholder's death.

     When a shareholder elects to use a Statement, shares equal to 5% of the
     dollar amount specified in the Statement may be held in escrow in the
     shareholder's account out of the initial purchase (or subsequent purchases,
     if necessary) by the Transfer Agent. All dividends and any capital gain
     distributions on shares held in escrow will be credited to the
     shareholder's account in shares (or paid in cash, if requested). If the
     intended investment is not completed within the specified Statement period,
     the purchaser may be required to remit to the Principal Underwriter the
     difference between the sales charge actually paid and the sales charge
     which would have been paid if the total of such purchases had been made at
     a single time. Any dealers assigned to the shareholder's account at the
     time a purchase was made during the Statement period will receive a
     corresponding commission adjustment if appropriate. If the difference is
     not paid by the close of the Statement period, the appropriate number of
     shares held in escrow will be redeemed to pay such difference. If the
     proceeds from this redemption are inadequate, the purchaser may be liable
     to the Principal Underwriter for the balance still outstanding.

     Certain payroll deduction retirement plans purchasing Class A shares under
     a Statement on or before November 12, 2006, may continue to purchase Class
     A shares at the sales charge determined by that particular Statement until
     the plans' values reach the amounts specified in their Statements. Upon
     reaching such amounts, the Statements for these


                Capital World Growth and Income Fund -- Page 58
<PAGE>


     plans will be deemed completed and will terminate. In addition, effective
     May 1, 2009, the Statements for these plans will expire if they have not
     been met by the next anniversary of the establishment of such Statement.
     After such termination, these plans are eligible for additional sales
     charge reductions by meeting the criteria under the fund's rights of
     accumulation policy.

     In addition, if you currently have individual holdings in American Legacy
     variable annuity contracts or variable life insurance policies that were
     established on or before March 31, 2007, you may continue to apply
     purchases under such contracts and policies to a Statement.

     Shareholders purchasing shares at a reduced sales charge under a Statement
     indicate their acceptance of these terms and those in the prospectus with
     their first purchase.

     AGGREGATION -- Qualifying investments for aggregation include those made by
     you and your "immediate family" as defined in the prospectus, if all
     parties are purchasing shares for their own accounts and/or:

     .    individual-type employee benefit plans, such as an IRA,
          single-participant Keogh-type plan, or a participant account of a
          403(b) plan that is treated as an individual-type plan for sales
          charge purposes (see "Purchases by certain 403(b) plans" under "Sales
          charges" in this statement of additional information);

     .    SEP plans and SIMPLE IRA plans established after November 15, 2004 by
          an employer adopting any plan document other than a prototype plan
          produced by American Funds Distributors, Inc.;

     .    business accounts solely controlled by you or your immediate family
          (for example, you own the entire business);

     .    trust accounts established by you or your immediate family (for trusts
          with only one primary beneficiary, upon the trustor's death the trust
          account may be aggregated with such beneficiary's own accounts; for
          trusts with multiple primary beneficiaries, upon the trustor's death
          the trustees of the trust may instruct American Funds Service Company
          to establish separate trust accounts for each primary beneficiary;
          each primary beneficiary's separate trust account may then be
          aggregated with such beneficiary's own accounts);

     .    endowments or foundations established and controlled by you or your
          immediate family; or

     .    529 accounts, which will be aggregated at the account owner level
          (Class 529-E accounts may only be aggregated with an eligible employer
          plan).

     Individual purchases by a trustee(s) or other fiduciary(ies) may also be
     aggregated if the investments are:

     .    for a single trust estate or fiduciary account, including employee
          benefit plans other than the individual-type employee benefit plans
          described above;

     .    made for two or more employee benefit plans of a single employer or of
          affiliated employers as defined in the 1940 Act, excluding the
          individual-type employee benefit plans described above;


                Capital World Growth and Income Fund -- Page 59
<PAGE>


     .    for a diversified common trust fund or other diversified pooled
          account not specifically formed for the purpose of accumulating fund
          shares;

     .    for nonprofit, charitable or educational organizations, or any
          endowments or foundations established and controlled by such
          organizations, or any employer-sponsored retirement plans established
          for the benefit of the employees of such organizations, their
          endowments, or their foundations;

     .    for participant accounts of a 403(b) plan that is treated as an
          employer-sponsored plan for sales charge purposes (see "Purchases by
          certain 403(b) plans" under "Sales charges" in this statement of
          additional information), or made for participant accounts of two or
          more such plans, in each case of a single employer or affiliated
          employers as defined in the 1940 Act; or

     .    for a SEP or SIMPLE IRA plan established after November 15, 2004 by an
          employer adopting a prototype plan produced by American Funds
          Distributors, Inc.

     Purchases made for nominee or street name accounts (securities held in the
     name of an investment dealer or another nominee such as a bank trust
     department instead of the customer) may not be aggregated with those made
     for other accounts and may not be aggregated with other nominee or street
     name accounts unless otherwise qualified as described above.

     CONCURRENT PURCHASES -- As described in the prospectus, you may reduce your
     Class A sales charge by combining purchases of all classes of shares in the
     American Funds, as well as holdings in Endowments and applicable holdings
     in the American Funds Target Date Retirement Series. Shares of American
     Funds Money Market Fund purchased through an exchange, reinvestment or
     cross-reinvestment from a fund having a sales charge also qualify. However,
     direct purchases of American Funds Money Market Fund are excluded. If you
     currently have individual holdings in American Legacy variable annuity
     contracts or variable life insurance policies that were established on or
     before March 31, 2007, you may continue to combine purchases made under
     such contracts and policies to reduce your Class A sales charge.

     RIGHTS OF ACCUMULATION -- Subject to the limitations described in the
     aggregation policy, you may take into account your accumulated holdings in
     all share classes of the American Funds, as well as your holdings in
     Endowments and applicable holdings in the American Funds Target Date
     Retirement Series, to determine your sales charge on investments in
     accounts eligible to be aggregated. Direct purchases of American Funds
     Money Market Fund are excluded. Subject to your investment dealer's or
     recordkeeper's capabilities, your accumulated holdings will be calculated
     as the higher of (a) the current value of your existing holdings (the
     "market value") as of the day prior to your American Funds investment or
     (b) the amount you invested (including reinvested dividends and capital
     gains, but excluding capital appreciation) less any withdrawals (the "cost
     value"). Depending on the entity on whose books your account is held, the
     value of your holdings in that account may not be eligible for calculation
     at cost value. For example, accounts held in nominee or street name may not
     be eligible for calculation at cost value and instead may be calculated at
     market value for purposes of rights of accumulation.


                Capital World Growth and Income Fund -- Page 60
<PAGE>


     The value of all of your holdings in accounts established in calendar year
     2005 or earlier will be assigned an initial cost value equal to the market
     value of those holdings as of the last business day of 2005. Thereafter,
     the cost value of such accounts will increase or decrease according to
     actual investments or withdrawals. You must contact your financial adviser
     or American Funds Service Company if you have additional information that
     is relevant to the calculation of the value of your holdings.

     When determining your American Funds Class A sales charge, if your
     investment is not in an employer-sponsored retirement plan, you may also
     continue to take into account the market value (as of the day prior to your
     American Funds investment) of your individual holdings in various American
     Legacy variable annuity contracts and variable life insurance policies that
     were established on or before March 31, 2007. An employer-sponsored
     retirement plan may also continue to take into account the market value of
     its investments in American Legacy Retirement Investment Plans that were
     established on or before March 31, 2007.

     You may not purchase Class C or 529-C shares if such combined holdings
     cause you to be eligible to purchase Class A or 529-A shares at the $1
     million or more sales charge discount rate (i.e. at net asset value).

     If you make a gift of American Funds Class A shares, upon your request, you
     may purchase the shares at the sales charge discount allowed under rights
     of accumulation of all of your American Funds and applicable American
     Legacy accounts.

CDSC WAIVERS FOR CLASS A, B AND C SHARES -- As noted in the prospectus, a
contingent deferred sales charge ("CDSC") may be waived for redemptions due to
death or post-purchase disability of a shareholder (this generally excludes
accounts registered in the names of trusts and other entities). In the case of
joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at
the time he or she notifies the Transfer Agent of the other joint tenant's death
and removes the decedent's name from the account, may redeem shares from the
account without incurring a CDSC. Redemptions made after the Transfer Agent is
notified of the death of a joint tenant will be subject to a CDSC.


In addition, a CDSC may be waived for the following types of transactions, if
together they do not exceed 12% of the value of an "account" (defined below)
annually (the "12% limit"):


     .    Required minimum distributions taken from retirement accounts upon the
          shareholder's attainment of age 70-1/2 (required minimum distributions
          that continue to be taken by the beneficiary(ies) after the account
          owner is deceased also qualify for a waiver).

     .    Redemptions through an automatic withdrawal plan ("AWP") (see
          "Automatic withdrawals" under "Shareholder account services and
          privileges" in this statement of additional information). For each AWP
          payment, assets that are not subject to a CDSC, such as appreciation
          on shares and shares acquired through reinvestment of dividends and/or
          capital gain distributions, will be redeemed first and will count
          toward the 12% limit. If there is an insufficient amount of assets not
          subject to a CDSC to cover a particular AWP payment, shares subject to
          the lowest CDSC will be redeemed next until the 12% limit is reached.
          Any dividends and/or capital gain distributions taken in cash by a
          shareholder who receives


                Capital World Growth and Income Fund -- Page 61
<PAGE>


          payments through an AWP will also count toward the 12% limit. In the
          case of an AWP, the 12% limit is calculated at the time an automatic
          redemption is first made, and is recalculated at the time each
          additional automatic redemption is made. Shareholders who establish an
          AWP should be aware that the amount of a payment not subject to a CDSC
          may vary over time depending on fluctuations in the value of their
          accounts. This privilege may be revised or terminated at any time.

For purposes of this paragraph, "account" means your investment in the applicable
class of shares of the particular fund from which you are making the redemption.

CDSC waivers are allowed only in the cases listed here and in the prospectus.
For example, CDSC waivers will not be allowed on redemptions of Class 529-B and
529-C shares due to termination of CollegeAmerica; a determination by the
Internal Revenue Service that CollegeAmerica does not qualify as a qualified
tuition program under the Code; proposal or enactment of law that eliminates or
limits the tax-favored status of CollegeAmerica; or elimination of the fund by
the Virginia College Savings Plan as an option for additional investment within
CollegeAmerica.


                Capital World Growth and Income Fund -- Page 62
<PAGE>


                                 SELLING SHARES

The methods for selling (redeeming) shares are described more fully in the
prospectus. If you wish to sell your shares by contacting American Funds Service
Company directly, any such request must be signed by the registered
shareholders. To contact American Funds Service Company via overnight mail or
courier service, see "Purchase and exchange of shares."


A signature guarantee may be required for certain redemptions. In such an event,
your signature may be guaranteed by a domestic stock exchange or the Financial
Industry Regulatory Authority, bank, savings association or credit union that is
an eligible guarantor institution. The Transfer Agent reserves the right to
require a signature guarantee on any redemptions.


Additional documentation may be required for sales of shares held in corporate,
partnership or fiduciary accounts. You must include with your written request
any shares you wish to sell that are in certificate form.


If you sell Class A, B or C shares and request a specific dollar amount to be
sold, we will sell sufficient shares so that the sale proceeds, after deducting
any applicable CDSC, equals the dollar amount requested.


Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 10
business days from the purchase date). Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the 1940 Act), sale proceeds will be paid on or before the
seventh day following receipt and acceptance of an order. Interest will not
accrue or be paid on amounts that represent uncashed distribution or redemption
checks.


You may request that redemption proceeds of $1,000 or more from American Funds
Money Market Fund be wired to your bank by writing American Funds Service
Company. A signature guarantee is required on all requests to wire funds.


                Capital World Growth and Income Fund -- Page 63
<PAGE>


                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

The following services and privileges are generally available to all
shareholders. However, certain services and privileges described in the
prospectus and this statement of additional information may not be available for
Class 529 shareholders or if your account is held with an investment dealer or
through an employer-sponsored retirement plan.


AUTOMATIC INVESTMENT PLAN -- An automatic investment plan enables you to make
monthly or quarterly investments in the American Funds through automatic debits
from your bank account. To set up a plan, you must fill out an account
application and specify the amount that you would like to invest and the date on
which you would like your investments to occur. The plan will begin within 30
days after your account application is received. Your bank account will be
debited on the day or a few days before your investment is made, depending on
the bank's capabilities. The Transfer Agent will then invest your money into the
fund you specified on or around the date you specified. If the date you
specified falls on a weekend or holiday, your money will be invested on the
following business day. However, if the following business day falls in the next
month, your money will be invested on the business day immediately preceding the
weekend or holiday. If your bank account cannot be debited due to insufficient
funds, a stop-payment or the closing of the account, the plan may be terminated
and the related investment reversed. You may change the amount of the investment
or discontinue the plan at any time by contacting the Transfer Agent.


AUTOMATIC REINVESTMENT -- Dividends and capital gain distributions are
reinvested in additional shares of the same class and fund at net asset value
unless you indicate otherwise on the account application. You also may elect to
have dividends and/or capital gain distributions paid in cash by informing the
fund, the Transfer Agent or your investment dealer. Dividends and capital gain
distributions paid to retirement plan shareholders or shareholders of the 529
share classes will be automatically reinvested.


If you have elected to receive dividends and/or capital gain distributions in
cash, and the postal or other delivery service is unable to deliver checks to
your address of record, or you do not respond to mailings from American Funds
Service Company with regard to uncashed distribution checks, your distribution
option may be automatically converted to having all dividends and other
distributions reinvested in additional shares.


CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS -- For all share classes,
except the 529 classes of shares, you may cross-reinvest dividends and capital
gains (distributions) into other American Funds in the same share class at net
asset value, subject to the following conditions:


(1)  the aggregate value of your account(s) in the fund(s) paying distributions
equals or exceeds $5,000 (this is waived if the value of the account in the fund
receiving the distributions equals or exceeds that fund's minimum initial
investment requirement);

(2)  if the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, distributions must be automatically
reinvested; and

(3)  if you discontinue the cross-reinvestment of distributions, the value of
the account of the fund receiving distributions must equal or exceed the minimum
initial investment requirement. If you do not meet this requirement within 90
days of notification, the fund has the right to automatically redeem the
account.


                Capital World Growth and Income Fund -- Page 64
<PAGE>


AUTOMATIC EXCHANGES -- For all share classes, you may automatically exchange
shares of the same class in amounts of $50 or more among any of the American
Funds on any day (or preceding business day if the day falls on a nonbusiness
day) of each month you designate.


AUTOMATIC WITHDRAWALS -- Depending on the type of account, for all share classes
except R shares, you may automatically withdraw shares from any of the American
Funds. You can make automatic withdrawals of $50 or more. You can designate the
day of each period for withdrawals and request that checks be sent to you or
someone else. Withdrawals may also be electronically deposited to your bank
account. The Transfer Agent will withdraw your money from the fund you specify
on or around the date you specify. If the date you specified falls on a weekend
or holiday, the redemption will take place on the previous business day.
However, if the previous business day falls in the preceding month, the
redemption will take place on the following business day after the weekend or
holiday. You should consult with your adviser or intermediary to determine if
your account is eligible for automatic withdrawals.


Withdrawal payments are not to be considered as dividends, yield or income.
Generally, automatic investments may not be made into a shareholder account from
which there are automatic withdrawals. Withdrawals of amounts exceeding
reinvested dividends and distributions and increases in share value would reduce
the aggregate value of the shareholder's account. The Transfer Agent arranges
for the redemption by the fund of sufficient shares, deposited by the
shareholder with the Transfer Agent, to provide the withdrawal payment
specified.


Redemption proceeds from an automatic withdrawal plan are not eligible for
reinvestment without a sales charge.


ACCOUNT STATEMENTS -- Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments, will be reflected on regular confirmation statements from the
Transfer Agent. Dividend and capital gain reinvestments, purchases through
automatic investment plans and certain retirement plans, as well as automatic
exchanges and withdrawals, will be confirmed at least quarterly.


AMERICAN FUNDSLINE AND AMERICANFUNDS.COM -- You may check your share balance,
the price of your shares or your most recent account transaction; redeem shares
(up to $75,000 per American Funds shareholder each day) from nonretirement plan
accounts; or exchange shares around the clock with American FundsLine or using
americanfunds.com. To use American FundsLine, call 800/325-3590 from a
TouchTone(TM) telephone. Redemptions and exchanges through American FundsLine
and americanfunds.com are subject to the conditions noted above and in
"Telephone and Internet purchases, redemptions and exchanges" below. You will
need your fund number (see the list of the American Funds under "General
information -- fund numbers"), personal identification number (generally the
last four digits of your Social Security number or other tax identification
number associated with your account) and account number.


Generally, all shareholders are automatically eligible to use these services.
However, if you are not currently authorized to do so, you may complete an
American FundsLink Authorization Form. Once you establish this privilege, you,
your financial adviser or any person with your account information may use these
services.


                Capital World Growth and Income Fund -- Page 65
<PAGE>


TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the
telephone (including American FundsLine) or the Internet (including
americanfunds.com), or fax purchase, redemption and/or exchange options, you
agree to hold the fund, the Transfer Agent, any of its affiliates or mutual
funds managed by such affiliates, and each of their respective directors,
trustees, officers, employees and agents harmless from any losses, expenses,
costs or liabilities (including attorney fees) that may be incurred in
connection with the exercise of these privileges. Generally, all shareholders
are automatically eligible to use these services. However, you may elect to opt
out of these services by writing the Transfer Agent (you may also reinstate them
at any time by writing the Transfer Agent). If the Transfer Agent does not
employ reasonable procedures to confirm that the instructions received from any
person with appropriate account information are genuine, it and/or the fund may
be liable for losses due to unauthorized or fraudulent instructions. In the
event that shareholders are unable to reach the fund by telephone because of
technical difficulties, market conditions or a natural disaster, redemption and
exchange requests may be made in writing only.


CHECKWRITING -- You may establish check writing privileges for Class A shares
(but not Class 529-A shares) of American Funds Money Market Fund upon meeting
the fund's initial purchase minimum of $1,000. This can be done by using an
account application. If you request check writing privileges, you will be
provided with checks that you may use to draw against your account. These checks
may be made payable to anyone you designate and must be signed by the authorized
number of registered shareholders exactly as indicated on your account
application.


REDEMPTION OF SHARES -- The fund's articles of incorporation permit the fund to
direct the Transfer Agent to redeem the shares of any shareholder for their then
current net asset value per share if at such time the shareholder of record owns
shares having an aggregate net asset value of less than the minimum initial
investment amount required of new shareholders as set forth in the fund's
current registration statement under the 1940 Act, and subject to such further
terms and conditions as the board of directors of the fund may from time to time
adopt.


While payment of redemptions normally will be in cash, the fund's articles of
incorporation permit payment of the redemption price wholly or partly with
portfolio securities or other fund assets under conditions and circumstances
determined by the fund's board of directors. For example, redemptions could be
made in this manner if the board determined that making payments wholly in cash
over a particular period would be unfair and/or harmful to other fund
shareholders.

SHARE CERTIFICATES -- Shares are credited to your account. The fund's board may
determine if the fund issues share certificates.


                Capital World Growth and Income Fund -- Page 66
<PAGE>


                              GENERAL INFORMATION

CUSTODIAN OF ASSETS -- Securities and cash owned by the fund, including proceeds
from the sale of shares of the fund and of securities in the fund's portfolio,
are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as
Custodian. If the fund holds securities of issuers outside the U.S., the
Custodian may hold these securities pursuant to subcustodial arrangements in
banks outside the U.S. or branches of U.S. banks outside the U.S.


TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of
the investment adviser, maintains the records of shareholder accounts, processes
purchases and redemptions of the fund's shares, acts as dividend and capital
gain distribution disbursing agent, and performs other related shareholder
service functions. The principal office of American Funds Service Company is
located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service
Company was paid a fee of $81,750,000 for Class A shares and $4,636,000 for
Class B shares for the 2009 fiscal year. American Funds Service Company is also
compensated for certain transfer agency services provided to all share classes
from the administrative services fees paid to Capital Research and Management
Company and from the relevant share class, as described under "Administrative
services agreement."


In the case of certain shareholder accounts, third parties who may be
unaffiliated with the investment adviser provide transfer agency and shareholder
services in place of American Funds Service Company. These services are rendered
under agreements with American Funds Service Company or its affiliates and the
third parties receive compensation according to such agreements. Compensation
for transfer agency and shareholder services, whether paid to American Funds
Service Company or such third parties, is ultimately paid from fund assets and
is reflected in the expenses of the fund as disclosed in the prospectus.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- PricewaterhouseCoopers LLP, 350
South Grand Avenue, Los Angeles, CA 90071, serves as the fund's independent
registered public accounting firm, providing audit services, preparation of tax
returns and review of certain documents to be filed with the Securities and
Exchange Commission. The financial statements included in this statement of
additional information from the annual report have been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report appearing herein. Such financial statements have been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing. The selection of the fund's independent
registered public accounting firm is reviewed and determined annually by the
board of directors.


INDEPENDENT LEGAL COUNSEL -- O'Melveny & Myers LLP, 400 South Hope Street, Los
Angeles, CA 90071, serves as independent legal counsel ("counsel") for the fund
and for independent directors in their capacities as such. Certain legal matters
in connection with the shares offered by the prospectus have been passed upon
for the fund by O'Melveny & Myers LLP. Counsel does not provide legal services
to the fund's investment adviser or any of its affiliated companies or control
persons. A determination with respect to the independence of the fund's counsel
will be made at least annually by the independent directors of the fund, as
prescribed by the 1940 Act and related rules.

PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS -- The fund's fiscal
year ends on November 30. Shareholders are provided updated summary prospectuses
annually and at least semi-annually with reports showing the fund's investment
portfolio or summary investment


                Capital World Growth and Income Fund -- Page 67
<PAGE>


portfolio, financial statements and other information. Shareholders may request
a copy of the fund's current prospectus at no cost by calling 800/421-0180 or by
sending an e-mail request to prospectus@americanfunds.com. Shareholders may also
access the fund's current summary prospectus, prospectus, statement of
additional information and shareholder reports at americanfunds.com/prospectus.
The fund's annual financial statements are audited by the fund's independent
registered public accounting firm, PricewaterhouseCoopers LLP. In addition,
shareholders may also receive proxy statements for the fund. In an effort to
reduce the volume of mail shareholders receive from the fund when a household
owns more than one account, the Transfer Agent has taken steps to eliminate
duplicate mailings of summary prospectuses, shareholder reports and proxy
statements. To receive additional copies of a summary prospectus, report or
proxy statement, shareholders should contact the Transfer Agent.


Shareholders may also elect to receive updated summary prospectuses, annual
reports and semi-annual reports electronically by signing up for electronic
delivery on our website, americanfunds.com. Upon electing the electronic
delivery of updated summary prospectuses and other reports, a shareholder will
no longer automatically receive such documents in paper form by mail. A
shareholder who elects electronic delivery is able to cancel this service at any
time and return to receiving updated summary prospectuses and other reports in
paper form by mail.


Summary prospectuses, prospectuses, annual reports and semi-annual reports that
are mailed to shareholders by the American Funds organization are printed with
ink containing soy and/or vegetable oil on paper containing recycled fibers.


CODES OF ETHICS -- The fund and Capital Research and Management Company and its
affiliated companies, including the fund's Principal Underwriter, have adopted
codes of ethics that allow for personal investments, including securities in
which the fund may invest from time to time. These codes include a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; preclearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on personal
investing for certain investment personnel; ban on short-term trading profits
for investment personnel; limitations on service as a director of publicly
traded companies; and disclosure of personal securities transactions.


LEGAL PROCEEDINGS -- On February 16, 2005, the NASD (now the Financial Industry
Regulatory Authority, or FINRA) filed an administrative complaint against the
Principal Underwriter. The complaint alleges violations of certain NASD rules by
the Principal Underwriter with respect to the selection of broker-dealer firms
that buy and sell securities for mutual fund investment portfolios. The
complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a
FINRA Hearing Panel ruled against the Principal Underwriter and imposed a $5
million fine. On April 30, 2008, FINRA's National Adjudicatory Council affirmed
the decision by FINRA's Hearing Panel. The Principal Underwriter has appealed
this decision to the Securities and Exchange Commission.


The investment adviser and Principal Underwriter believe that the likelihood
that this matter could have a material adverse effect on the fund or on the
ability of the investment adviser or Principal Underwriter to perform their
contracts with the fund is remote. In addition, class action lawsuits have been
filed in the U.S. District Court, Central District of California, relating to
this and other matters. The investment adviser believes that these suits are
without merit and will defend itself vigorously.


                Capital World Growth and Income Fund -- Page 68
<PAGE>


DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE
PER SHARE FOR CLASS A SHARES -- NOVEMBER 30, 2009


Net asset value and redemption price per share
  (Net assets divided by shares outstanding). .                     $33.80
Maximum offering price per share
  (100/94.25 of net asset value per share,
  which takes into account the fund's current maximum
  sales charge). . . . . . . . . . . . . . . .                      $35.86



OTHER INFORMATION -- The fund reserves the right to modify the privileges
described in this statement of additional information at any time.


The financial statements, including the investment portfolio and the report of
the fund's independent registered public accounting firm contained in the annual
report, are included in this statement of additional information.


                Capital World Growth and Income Fund -- Page 69
<PAGE>

FUND NUMBERS -- Here are the fund numbers for use with our automated telephone
line, American FundsLine/(R)/, or when making share transactions:

                                               FUND NUMBERS
                              -------------------------------------------------
FUND                          CLASS A  CLASS B  CLASS C  CLASS F-1   CLASS F-2
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . .     002      202      302       402         602
American Balanced Fund/(R)/     011      211      311       411         611
American Mutual Fund/(R)/ .     003      203      303       403         603
Capital Income Builder/(R)/     012      212      312       412         612
Capital World Growth and
Income Fund/SM/ . . . . . .     033      233      333       433         633
EuroPacific Growth Fund/(R)/    016      216      316       416         616
Fundamental Investors/SM/ .     010      210      310       410         610
The Growth Fund of
America/(R)/. . . . . . . .     005      205      305       405         605
The Income Fund of
America/(R)/. . . . . . . .     006      206      306       406         606
International Growth and
Income Fund/SM/ . . . . . .     034      234      334       434         634
The Investment Company of
America/(R)/. . . . . . . .     004      204      304       404         604
The New Economy Fund/(R)/ .     014      214      314       414         614
New Perspective Fund/(R)/ .     007      207      307       407         607
New World Fund/(R)/ . . . .     036      236      336       436         636
SMALLCAP World Fund/(R)/  .     035      235      335       435         635
Washington Mutual Investors
Fund/SM/  . . . . . . . . .     001      201      301       401         601
BOND FUNDS
American Funds Short-Term
Tax-Exempt Bond Fund/SM/  .     039      N/A      N/A       439         639
American High-Income
Municipal Bond Fund/(R)/  .     040      240      340       440         640
American High-Income
Trust/SM/ . . . . . . . . .     021      221      321       421         621
The Bond Fund of America/SM/    008      208      308       408         608
Capital World Bond Fund/(R)/    031      231      331       431         631
Intermediate Bond Fund of
America/SM/ . . . . . . . .     023      223      323       423         623
Limited Term Tax-Exempt Bond
Fund of America/SM/ . . . .     043      243      343       443         643
Short-Term Bond Fund of
America/SM/ . . . . . . . .     048      248      348       448         648
The Tax-Exempt Bond Fund of
America/(R)/. . . . . . . .     019      219      319       419         619
The Tax-Exempt Fund of
California/(R)/*. . . . . .     020      220      320       420         620
The Tax-Exempt Fund of
Maryland/(R)/*. . . . . . .     024      224      324       424         624
The Tax-Exempt Fund of
Virginia/(R)/*. . . . . . .     025      225      325       425         625
U.S. Government Securities
Fund/SM/. . . . . . . . . .     022      222      322       422         622
MONEY MARKET FUND
American Funds Money Market
Fund/(R)/ . . . . . . . . .     059      259      359       459         659
___________
*Qualified for sale only in certain jurisdictions.




                Capital World Growth and Income Fund -- Page 70
<PAGE>

                                                 FUND NUMBERS
                                 ----------------------------------------------
                                  CLASS    CLASS    CLASS    CLASS     CLASS
FUND                              529-A    529-B    529-C    529-E    529-F-1
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . .    1002     1202     1302     1502       1402
American Balanced Fund . . . .    1011     1211     1311     1511       1411
American Mutual Fund . . . . .    1003     1203     1303     1503       1403
Capital Income Builder . . . .    1012     1212     1312     1512       1412
Capital World Growth and Income
Fund . . . . . . . . . . . . .    1033     1233     1333     1533       1433
EuroPacific Growth Fund  . . .    1016     1216     1316     1516       1416
Fundamental Investors  . . . .    1010     1210     1310     1510       1410
The Growth Fund of America . .    1005     1205     1305     1505       1405
The Income Fund of America . .    1006     1206     1306     1506       1406
International Growth and Income
Fund . . . . . . . . . . . . .    1034     1234     1334     1534       1434
The Investment Company of
America. . . . . . . . . . . .    1004     1204     1304     1504       1404
The New Economy Fund . . . . .    1014     1214     1314     1514       1414
New Perspective Fund . . . . .    1007     1207     1307     1507       1407
New World Fund . . . . . . . .    1036     1236     1336     1536       1436
SMALLCAP World Fund  . . . . .    1035     1235     1335     1535       1435
Washington Mutual Investors
Fund . . . . . . . . . . . . .    1001     1201     1301     1501       1401
BOND FUNDS
American High-Income Trust . .    1021     1221     1321     1521       1421
The Bond Fund of America . . .    1008     1208     1308     1508       1408
Capital World Bond Fund  . . .    1031     1231     1331     1531       1431
Intermediate Bond Fund of
America. . . . . . . . . . . .    1023     1223     1323     1523       1423
Short-Term Bond Fund of America   1048     1248     1348     1548       1448
U.S. Government Securities Fund   1022     1222     1322     1522       1422
MONEY MARKET FUND
American Funds Money Market
Fund . . . . . . . . . . . . .    1059     1259     1359     1559       1459





                Capital World Growth and Income Fund -- Page 71
<PAGE>

                                               FUND NUMBERS
                                     ------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                                  R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . .   2102   2202   2302   2402   2502    2602
American Balanced Fund . . . . . .   2111   2211   2311   2411   2511    2611
American Mutual Fund . . . . . . .   2103   2203   2303   2403   2503    2603
Capital Income Builder . . . . . .   2112   2212   2312   2412   2512    2612
Capital World Growth and Income
Fund . . . . . . . . . . . . . . .   2133   2233   2333   2433   2533    2633
EuroPacific Growth Fund  . . . . .   2116   2216   2316   2416   2516    2616
Fundamental Investors  . . . . . .   2110   2210   2310   2410   2510    2610
The Growth Fund of America . . . .   2105   2205   2305   2405   2505    2605
The Income Fund of America . . . .   2106   2206   2306   2406   2506    2606
International Growth and Income
Fund . . . . . . . . . . . . . . .   2134   2234   2334   2434   2534    2634
The Investment Company of America    2104   2204   2304   2404   2504    2604
The New Economy Fund . . . . . . .   2114   2214   2314   2414   2514    2614
New Perspective Fund . . . . . . .   2107   2207   2307   2407   2507    2607
New World Fund . . . . . . . . . .   2136   2236   2336   2436   2536    2636
SMALLCAP World Fund  . . . . . . .   2135   2235   2335   2435   2535    2635
Washington Mutual Investors Fund .   2101   2201   2301   2401   2501    2601
BOND FUNDS
American High-Income Trust . . . .   2121   2221   2321   2421   2521    2621
The Bond Fund of America . . . . .   2108   2208   2308   2408   2508    2608
Capital World Bond Fund  . . . . .   2131   2231   2331   2431   2531    2631
Intermediate Bond Fund of America    2123   2223   2323   2423   2523    2623
Short-Term Bond Fund of America. .   2148   2248   2348   2448   2548    2648
U.S. Government Securities Fund  .   2122   2222   2322   2422   2522    2622
MONEY MARKET FUND
American Funds Money Market Fund .   2159   2259   2359   2459   2559    2659





                Capital World Growth and Income Fund -- Page 72
<PAGE>

                                           FUND NUMBERS
                            ---------------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                        CLASS A   R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------
AMERICAN FUNDS TARGET DATE RETIREMENT SERIES/(R)/
American Funds 2055 Target
Date Retirement Fund/SM/      082    2182   2282   2382   2482   2582    2682
American Funds 2050 Target
Date Retirement Fund/(R)/     069    2169   2269   2369   2469   2569    2669
American Funds 2045 Target
Date Retirement Fund/(R)/     068    2168   2268   2368   2468   2568    2668
American Funds 2040 Target
Date Retirement Fund/(R)/     067    2167   2267   2367   2467   2567    2667
American Funds 2035 Target
Date Retirement Fund/(R)/     066    2166   2266   2366   2466   2566    2666
American Funds 2030 Target
Date Retirement Fund/(R)/     065    2165   2265   2365   2465   2565    2665
American Funds 2025 Target
Date Retirement Fund/(R)/     064    2164   2264   2364   2464   2564    2664
American Funds 2020 Target
Date Retirement Fund/(R)/     063    2163   2263   2363   2463   2563    2663
American Funds 2015 Target
Date Retirement Fund/(R)/     062    2162   2262   2362   2462   2562    2662
American Funds 2010 Target
Date Retirement Fund/(R)/     061    2161   2261   2361   2461   2561    2661





                Capital World Growth and Income Fund -- Page 73
<PAGE>


                                    APPENDIX

The following descriptions of debt security ratings are based on information
provided by Moody's Investors Service and Standard & Poor's Corporation.


                          DESCRIPTION OF BOND RATINGS

MOODY'S
LONG-TERM RATING DEFINITIONS

Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.


Aa
Obligations rated Aa are judged to be of high quality and are subject to very
low credit risk.


A
Obligations rated A are considered upper-medium grade and are subject to low
credit risk.


Baa
Obligations rated Baa are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics.


Ba
Obligations rated Ba are judged to have speculative elements and are subject to
substantial credit risk.


B
Obligations rated B are considered speculative and are subject to high credit
risk.


Caa
Obligations rated Caa are judged to be of poor standing and are subject to very
high credit risk.


Ca
Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.


C
Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.


NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.


                Capital World Growth and Income Fund -- Page 74
<PAGE>


STANDARD & POOR'S
LONG-TERM ISSUE CREDIT RATINGS

AAA
An obligation rated AAA has the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.


AA
An obligation rated AA differs from the highest-rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.


A
An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.


BBB
An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.


BB, B, CCC, CC, AND C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.


BB
An obligation rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.


B
An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.


CCC
An obligation rated CCC is currently vulnerable to nonpayment and is dependent
upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial, or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.


CC
An obligation rated CC is currently highly vulnerable to nonpayment.


                Capital World Growth and Income Fund -- Page 75
<PAGE>


C
A C rating is assigned to obligations that are currently highly vulnerable to
nonpayment, obligations that have payment arrearages allowed by the terms of the
documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the C rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instrument's terms.


D
An obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable
grace period has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.


PLUS (+) OR MINUS (-)
The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.


                Capital World Growth and Income Fund -- Page 76
<PAGE>


                    DESCRIPTION OF COMMERCIAL PAPER RATINGS

MOODY'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.


P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.


P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations.


STANDARD & POOR'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

A-1
A short-term obligation rated A-1 is rated in the highest category by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.


A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.


A-3
A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.


                Capital World Growth and Income Fund -- Page 77
 
....
 
[logo – American Funds®]
 
 
Capital World Growth and Income FundSM
Investment portfolio
 
November 30, 2009
 

Common stocks — 93.77%
 
Shares
   
Value
(000)
 
             
FINANCIALS — 17.61%
           
Banco Santander, SA
    121,845,641     $ 2,085,666  
BNP Paribas SA
    13,066,156       1,078,102  
Société Générale
    14,185,748       997,887  
Industrial and Commercial Bank of China Ltd., Class H
    973,494,000       822,812  
Prudential PLC
    75,209,580       772,738  
Banco Bradesco SA, preferred nominative
    29,577,179       615,839  
HSBC Holdings PLC (Hong Kong)
    26,720,033       312,731  
HSBC Holdings PLC (United Kingdom)
    20,476,231       237,794  
Credit Suisse Group AG
    9,295,200       481,233  
AXA SA
    19,515,596       464,631  
Banco do Brasil SA, ordinary nominative
    25,129,500       442,956  
UBS AG1
    28,501,810       442,113  
Wells Fargo & Co.
    15,000,000       420,600  
UniCredit SpA1
    100,248,301       342,143  
JPMorgan Chase & Co.
    7,740,000       328,873  
China Construction Bank Corp., Class H
    360,569,000       321,043  
M&T Bank Corp.
    4,637,700       304,140  
Bank of China Ltd., Class H
    529,506,000       298,593  
Deutsche Bank AG
    3,999,079       288,302  
Itaú Unibanco Holding SA, preferred nominative (ADR)
    8,888,045       197,759  
Itaú Unibanco Holding SA, preferred nominative
    1,771,000       38,340  
Sampo Oyj, Class A
    9,845,675       233,374  
Canadian Imperial Bank of Commerce (CIBC)
    3,500,000       227,777  
Bank of New York Mellon Corp.
    8,400,000       223,776  
Bank of America Corp.
    13,256,958       210,123  
CapitaMall Trust, units
    144,633,700       179,773  
Hang Seng Bank Ltd.
    12,242,700       179,150  
Swire Pacific Ltd., Class A
    14,951,500       171,616  
Erste Bank der oesterreichischen Sparkassen AG
    3,103,701       126,089  
Barclays PLC
    24,591,602       118,092  
Link REIT
    40,887,500       102,990  
Australia and New Zealand Banking Group Ltd.
    5,036,228       101,937  
Banco Bilbao Vizcaya Argentaria, SA
    4,572,581       86,056  
QBE Insurance Group Ltd.
    4,132,137       83,977  
DnB NOR ASA1
    7,419,300       83,297  
Komercní banka, AS
    365,000       79,626  
Unibail-Rodamco SE, non-registered shares
    350,000       78,761  
Kasikornbank PCL, nonvoting depository receipt
    26,250,000       67,956  
Swedbank AB, Class A1
    3,379,099       32,194  
Swedbank AB, Class A, preference shares1
    3,256,299       30,535  
Grupo Financiero Banorte, SAB de CV, Series O
    17,058,553       58,943  
China Life Insurance Co. Ltd., Class H
    11,150,000       55,826  
ING Groep NV, depository receipts1
    5,756,000       53,572  
NIPPONKOA Insurance Co., Ltd.
    8,860,000       52,819  
Zurich Financial Services AG
    230,000       49,554  
Sun Hung Kai Properties Ltd.
    3,083,000       45,711  
Kimco Realty Corp.
    3,632,329       44,750  
Lloyds Banking Group PLC1
    49,319,034       44,678  
Admiral Group PLC
    2,051,180       35,748  
Kerry Properties Ltd.
    4,932,405       25,045  
Developers Diversified Realty Corp.
    2,032,000       20,564  
ICICI Bank Ltd.
    934,200       17,462  
ICICI Bank Ltd. (ADR)
    4,000       149  
GAGFAH SA
    1,919,471       17,335  
Starwood Property Trust, Inc.
    750,000       14,550  
Westpac Banking Corp.
    612,000       13,500  
Allied Capital Corp.
    3,798,000       13,445  
Fortis SA/NV1,2
    5,765,000       —  
              14,275,045  
                 
                 
INFORMATION TECHNOLOGY — 10.35%
               
Microsoft Corp.
    78,288,000       2,302,450  
Taiwan Semiconductor Manufacturing Co. Ltd.
    366,968,311       695,896  
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)
    20,226,531       210,154  
MediaTek Inc.
    40,996,014       645,095  
Oracle Corp.
    19,997,000       441,534  
Redecard SA, ordinary nominative
    27,042,200       413,423  
Canon, Inc.
    8,949,100       345,633  
Nintendo Co., Ltd.
    1,346,200       331,163  
Cia. Brasileira de Meios de Pagamento, ordinary nominative
    33,722,700       316,451  
Accenture PLC, Class A
    7,600,000       311,904  
Automatic Data Processing, Inc.
    6,420,000       278,949  
Acer Inc.
    103,076,451       256,251  
Telefonaktiebolaget LM Ericsson, Class B
    24,000,000       230,033  
Delta Electronics, Inc.
    81,913,920       229,827  
HOYA CORP.
    8,438,000       215,794  
HTC Corp.
    12,842,075       145,480  
Google Inc., Class A1
    210,000       122,430  
Wistron Corp.
    56,470,269       103,581  
Hewlett-Packard Co.
    2,000,000       98,120  
Intel Corp.
    5,000,000       96,000  
QUALCOMM Inc.
    2,030,000       91,350  
Siliconware Precision Industries Co., Ltd.
    66,700,000       87,774  
Nokia Corp. (ADR)
    4,169,800       55,292  
Nokia Corp.
    1,971,000       25,932  
Murata Manufacturing Co., Ltd.
    1,693,700       80,737  
Yahoo! Inc.1
    4,156,000       62,215  
SAP AG
    1,215,000       58,000  
Analog Devices, Inc.
    1,563,700       46,895  
Microchip Technology Inc.
    1,340,000       35,175  
International Business Machines Corp.
    220,000       27,797  
Wincor Nixdorf AG
    190,000       13,112  
Seagate Technology
    800,000       12,104  
              8,386,551  
                 
                 
TELECOMMUNICATION SERVICES — 9.39%
               
AT&T Inc.
    51,599,030       1,390,078  
Telefónica, SA
    37,505,000       1,075,787  
América Móvil, SAB de CV, Series L (ADR)
    21,729,299       1,051,264  
France Télécom SA
    18,197,060       472,959  
Singapore Telecommunications Ltd.
    185,204,810       392,145  
Philippine Long Distance Telephone Co.
    4,852,460       265,401  
Philippine Long Distance Telephone Co. (ADR)
    1,650,000       91,146  
Koninklijke KPN NV
    18,857,515       334,388  
Telekom Austria AG, non-registered shares
    18,337,970       318,573  
Vodafone Group PLC
    109,859,500       247,404  
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B
    227,397,000       216,683  
Verizon Communications Inc.
    6,502,200       204,559  
CenturyTel, Inc.
    5,329,126       189,664  
Belgacom SA
    4,028,000       152,369  
Turkcell Iletisim Hizmetleri AS
    24,267,000       147,409  
Qwest Communications International Inc.
    39,904,000       145,650  
Magyar Telekom Telecommunications PLC
    32,790,388       130,803  
Telekomunikacja Polska SA
    21,938,710       127,461  
OJSC Mobile TeleSystems (ADR)
    2,313,137       115,842  
Türk Telekomünikasyon AS, Class D
    39,150,000       112,514  
Telefónica 02 Czech Republic, AS
    4,222,000       101,678  
Advanced Info Service PCL
    25,877,600       63,097  
Telmex Internacional, SAB de CV, Class L (ADR)
    3,545,500       54,672  
NTT DoCoMo, Inc.
    32,900       49,987  
Telecom Italia SpA, nonvoting
    35,000,000       39,564  
Teléfonos de México, SAB de CV, Class L (ADR)
    1,798,300       32,280  
KDDI Corp.
    4,800       25,999  
MTN Group Ltd.
    1,527,205       24,510  
Orascom Telecom Holding SAE (GDR)
    712,205       17,093  
China Mobile Ltd.
    1,608,000       15,064  
Globe Telecom, Inc.
    320,880       6,475  
              7,612,518  
                 
                 
HEALTH CARE — 8.81%
               
Bayer AG
    24,168,000       1,848,736  
Novartis AG
    29,056,063       1,612,779  
Merck & Co., Inc.
    30,334,900       1,098,427  
Roche Holding AG
    5,451,100       891,692  
Abbott Laboratories
    5,195,000       283,076  
Merck KGaA
    2,218,920       209,083  
Johnson & Johnson
    3,177,000       199,643  
UCB SA
    3,510,000       156,128  
Pfizer Inc
    8,350,000       151,719  
Medtronic, Inc.
    3,423,800       145,306  
Fresenius Medical Care AG & Co. KGaA
    2,525,000       134,133  
Cochlear Ltd.
    2,187,675       126,503  
Eli Lilly and Co.
    2,000,000       73,460  
AstraZeneca PLC (Sweden)
    1,472,285       65,776  
Teva Pharmaceutical Industries Ltd. (ADR)
    1,045,000       55,166  
Lonza Group Ltd.
    656,299       50,804  
Orion Oyj, Class B
    2,024,201       41,542  
              7,143,973  
                 
                 
CONSUMER STAPLES — 8.72%
               
Philip Morris International Inc.
    21,605,086       1,038,989  
Wesfarmers Ltd.
    32,635,068       888,097  
Anheuser-Busch InBev NV
    11,132,150       555,123  
Anheuser-Busch InBev NV1
    3,247,475       24  
Nestlé SA
    10,882,330       514,430  
Coca-Cola Co.
    7,482,000       427,970  
Pernod Ricard SA
    4,398,097       374,702  
Danone SA
    5,938,845       354,686  
Altria Group, Inc.
    16,675,000       313,657  
Kraft Foods Inc., Class A
    10,315,000       274,173  
Wilmar International Ltd.
    59,702,000       271,804  
Tesco PLC
    37,435,000       260,106  
Diageo PLC
    13,751,000       231,521  
Reynolds American Inc.
    4,470,282       223,335  
Tingyi (Cayman Islands) Holding Corp.
    86,020,000       213,121  
Procter & Gamble Co.
    3,000,000       187,050  
PepsiCo, Inc.
    2,530,000       157,417  
SABMiller PLC
    5,016,000       145,835  
Kellogg Co.
    2,468,400       129,788  
Avon Products, Inc.
    2,870,000       98,298  
Foster’s Group Ltd.
    18,200,000       93,467  
Imperial Tobacco Group PLC
    2,000,000       58,082  
L’Oréal SA
    508,100       55,080  
Shoppers Drug Mart Corp.
    1,185,000       48,495  
Koninklijke Ahold NV
    3,400,597       45,807  
Sara Lee Corp.
    3,400,000       41,276  
Colgate-Palmolive Co.
    411,000       34,602  
Molson Coors Brewing Co., Class B
    681,000       30,788  
              7,067,723  
                 
                 
INDUSTRIALS — 8.63%
               
AB Volvo, Class B
    86,870,700       823,310  
Siemens AG
    5,588,992       547,179  
Union Pacific Corp.
    5,878,600       371,880  
United Parcel Service, Inc., Class B
    6,410,100       368,389  
3M Co.
    4,560,000       353,126  
Lockheed Martin Corp.
    4,450,900       343,743  
PACCAR Inc
    8,520,000       315,922  
United Technologies Corp.
    4,400,000       295,856  
Scania AB, Class B
    21,500,000       295,266  
Air France1,3
    15,541,220       246,206  
BAE Systems PLC
    43,787,000       235,984  
CSX Corp.
    4,256,355       202,092  
General Electric Co.
    12,000,000       192,240  
Komatsu Ltd.
    9,500,000       187,091  
Singapore Technologies Engineering Ltd.
    76,260,000       166,981  
MAp Group
    62,688,416       152,378  
ComfortDelGro Corp. Ltd.3
    135,100,000       144,492  
Deutsche Post AG
    6,962,832       130,257  
Ryanair Holdings PLC (ADR)1
    4,900,000       128,429  
KONE Oyj, Class B
    3,040,000       122,908  
Qantas Airways Ltd.
    51,021,413       121,220  
Schneider Electric SA
    1,072,018       117,225  
Deutsche Lufthansa AG
    7,000,000       111,630  
SGS SA
    81,707       104,778  
Robert Half International Inc.
    4,600,000       102,718  
Eaton Corp.
    1,600,000       102,240  
Waste Management, Inc.
    3,000,000       98,520  
Southwest Airlines Co.
    9,433,300       86,786  
ASSA ABLOY AB, Class B
    4,720,000       86,496  
Geberit AG
    500,000       86,221  
Northrop Grumman Corp.
    1,211,600       66,396  
Sandvik AB
    4,741,281       55,720  
Finmeccanica SpA
    2,740,000       45,339  
Ellaktor SA
    4,795,000       38,485  
East Japan Railway Co.
    485,000       34,313  
Metso Oyj
    1,035,000       33,259  
Singapore Post Private Ltd.
    43,500,000       30,649  
Jiangsu Expressway Co. Ltd., Class H
    34,260,000       30,372  
Vallourec SA
    118,000       19,720  
Contax Participações SA, ordinary nominative
    38,106       2,096  
              6,997,912  
                 
                 
CONSUMER DISCRETIONARY — 8.18%
               
Industria de Diseño Textil, SA
    9,807,876       624,305  
Cie. Générale des Établissements Michelin, Class B
    7,579,000       574,186  
Honda Motor Co., Ltd.
    14,582,000       456,639  
H & M Hennes & Mauritz AB, Class B
    6,371,875       375,824  
OPAP SA
    14,822,910       355,130  
British Sky Broadcasting Group PLC
    40,643,900       353,503  
Vivendi SA
    12,095,100       348,204  
Li & Fung Ltd.
    80,709,000       324,940  
Daimler AG
    6,289,000       318,140  
Renault SA1
    5,304,131       256,224  
Toyota Motor Corp.
    6,396,300       255,199  
Johnson Controls, Inc.
    8,240,000       222,892  
Esprit Holdings Ltd.
    27,238,432       183,124  
Bayerische Motoren Werke AG, nonvoting preferred
    2,580,000       84,919  
Bayerische Motoren Werke AG
    1,675,000       78,966  
McDonald’s Corp.
    2,000,000       126,500  
Whirlpool Corp.
    1,563,730       115,966  
Lowe’s Companies, Inc.
    4,600,000       100,326  
Time Warner Inc.4
    2,703,333       77,180  
Time Warner Inc.
    630,000       19,353  
Expedia, Inc.1
    3,707,600       94,470  
Billabong International Ltd.
    9,133,367       87,634  
Target Corp.
    1,847,500       86,019  
adidas AG
    1,475,000       84,374  
Swatch Group Ltd, non-registered shares
    232,300       58,491  
Swatch Group Ltd
    521,655       24,930  
Staples, Inc.
    3,500,000       81,620  
Marks and Spencer Group PLC
    12,818,187       81,252  
Kesa Electricals PLC3
    26,593,098       66,222  
Kingfisher PLC
    16,730,999       65,188  
News Corp., Class A
    5,590,458       64,067  
Carnival Corp., units1
    2,000,000       64,060  
Yue Yuen Industrial (Holdings) Ltd.
    22,441,000       63,273  
Accor SA
    1,111,600       59,434  
Comcast Corp., Class A
    4,000,000       58,680  
YUM! Brands, Inc.
    1,590,000       56,079  
Sherwin-Williams Co.
    870,000       52,931  
Porsche Automobil Holding SE, nonvoting preferred
    688,282       47,859  
Aristocrat Leisure Ltd.
    8,517,734       31,368  
Hyundai Mobis Co., Ltd.
    225,000       28,792  
Fairfax Media Ltd.
    18,000,000       26,893  
Limited Brands, Inc.
    1,500,000       24,885  
DSG international PLC1
    39,752,154       23,938  
Mattel, Inc.
    1,000,000       19,460  
KB Home
    1,000,000       13,550  
D.R. Horton, Inc.
    1,200,000       12,336  
              6,629,325  
                 
                 
ENERGY — 7.21%
               
Royal Dutch Shell PLC, Class B
    17,777,849       507,237  
Royal Dutch Shell PLC, Class A
    7,850,000       233,058  
Royal Dutch Shell PLC, Class A (ADR)
    3,504,000       209,399  
Royal Dutch Shell PLC, Class B (ADR)
    689,599       39,886  
BP PLC
    78,891,534       744,608  
Eni SpA
    29,673,000       734,505  
ConocoPhillips
    14,165,000       733,322  
Petróleo Brasileiro SA — Petrobras, preferred nominative (ADR)
    11,173,400       503,473  
OAO Gazprom (ADR)
    14,857,000       337,551  
Woodside Petroleum Ltd.
    7,360,905       327,912  
EOG Resources, Inc.
    3,325,000       287,579  
Sasol Ltd.
    5,737,000       225,373  
TOTAL SA
    3,314,000       204,882  
Canadian Oil Sands Trust
    5,257,800       145,621  
Canadian Oil Sands Trust5
    1,100,000       30,466  
China National Offshore Oil Corp.
    104,014,900       160,260  
Husky Energy Inc.
    3,456,000       90,646  
OAO LUKOIL (ADR)
    1,400,000       81,340  
Canadian Natural Resources, Ltd.
    1,040,000       69,396  
PetroChina Co. Ltd., Class H
    36,416,000       45,112  
Schlumberger Ltd.
    700,000       44,723  
Marathon Oil Corp.
    1,340,000       43,711  
Chevron Corp.
    550,000       42,922  
              5,842,982  
                 
                 
UTILITIES — 6.55%
               
GDF Suez
    35,887,768       1,497,258  
Fortum Oyj
    22,138,000       560,941  
Scottish and Southern Energy PLC
    28,634,905       525,389  
RWE AG
    3,879,500       355,778  
CEZ, a s
    7,016,000       350,458  
Public Service Enterprise Group Inc.
    9,795,000       307,171  
SUEZ Environnement Co.
    13,109,954       291,375  
Cia. Energética de Minas Gerais — Cemig, preferred nominative
    14,802,676       254,170  
FirstEnergy Corp.
    4,495,000       193,645  
E.ON AG
    4,200,000       165,964  
Dominion Resources, Inc.
    4,456,422       162,125  
Exelon Corp.
    3,000,000       144,540  
NTPC Ltd.
    29,619,270       133,838  
Hongkong Electric Holdings Ltd.
    22,021,500       119,634  
Veolia Environnement
    3,289,303       111,251  
PPL Corp.
    2,260,000       68,975  
Gas Natural SDG, SA
    2,411,864       49,986  
China Resources Power Holdings Co. Ltd.
    8,800,000       17,942  
              5,310,440  
                 
                 
MATERIALS — 3.94%
               
Linde AG
    5,780,800       710,092  
Akzo Nobel NV
    8,819,000       558,714  
Syngenta AG
    1,484,000       393,458  
BASF SE
    3,583,000       215,869  
Koninklijke DSM NV
    3,084,500       151,592  
Impala Platinum Holdings Ltd.
    6,231,000       144,569  
CRH PLC
    5,551,167       139,742  
Israel Chemicals Ltd.
    9,655,000       124,515  
POSCO
    211,230       101,225  
Rautaruukki Oyj
    4,696,570       97,655  
Holcim Ltd1
    1,240,908       89,325  
Shin-Etsu Chemical Co., Ltd.
    1,522,600       82,823  
OneSteel Ltd.
    23,534,888       64,519  
ArcelorMittal
    1,632,654       63,559  
Usinas Siderúrgicas de Minas Gerais SA — USIMINAS, Class A, preferred nominative
    2,062,750       60,247  
Weyerhaeuser Co.
    1,375,000       53,542  
voestalpine AG
    1,397,000       49,544  
Givaudan SA
    35,132       27,808  
Makhteshim-Agan Industries Ltd.
    5,235,000       25,456  
Huabao International Holdings Ltd.
    19,755,000       20,903  
Potash Corp. of Saskatchewan Inc.
    167,000       18,774  
              3,193,931  
                 
                 
MISCELLANEOUS — 4.38%
               
Other common stocks in initial period of acquisition
            3,548,417  
                 
                 
Total common stocks (cost: $67,171,906,000)
            76,008,817  
                 
                 
                 
Preferred stocks — 0.30%
 
Shares
         
                 
FINANCIALS — 0.30%
               
Mizuho Capital Investment (USD) 2 Ltd. 14.95%6,7
    95,000,000       118,518  
JPMorgan Chase & Co., Series I, 7.90%7
    41,090,000       40,307  
Barclays Bank PLC 14.00%7
    15,565,000       32,854  
Wells Fargo & Co. 7.98%7
    19,074,000       17,787  
Wachovia Capital Trust III 5.80%7
    8,675,000       6,029  
Lloyds Banking Group PLC 6.657% preference shares6,7
    30,300,000       16,091  
Commerzbank Capital Funding Trust I, Class B, 5.012% noncumulative7
    14,250,000       9,086  
                 
Total preferred stocks (cost: $192,251,000)
            240,672  
                 
                 
                 
Rights — 0.05%
               
                 
MISCELLANEOUS — 0.05%
               
Other rights in initial period of acquisition
            38,159  
                 
Total rights (cost: $75,085,000)
            38,159  
                 
                 
   
Shares or
         
Convertible securities — 0.36%
 
principal amount
         
                 
CONSUMER DISCRETIONARY — 0.25%
               
Ford Motor Co. Capital Trust II 6.50% convertible preferred 2032
    5,559,555       196,530  
Johnson Controls, Inc. 11.50% convertible preferred 2012, units
    92,500       11,562  
              208,092  
                 
                 
FINANCIALS — 0.03%
               
Digital Realty Trust, Inc. 5.50% convertible debentures 20296
  $ 4,800,000       6,174  
Digital Realty Trust, Inc., Series D, 5.50% convertible preferred
    210,000       6,147  
IMMOFINANZ AG 2.75% convertible notes 2014
  € 9,800,000       11,654  
              23,975  
                 
                 
MISCELLANEOUS — 0.08%
               
Other convertible securities in initial period of acquisition
            62,298  
                 
                 
Total convertible securities (cost: $315,570,000)
            294,365  
                 
                 
   
Principal amount
         
Bonds & notes — 0.88%
    (000 )        
                 
FINANCIALS — 0.40%
               
Westfield Capital Corp. Ltd., WT Finance (Australia) Pty Ltd. and WEA Finance LLC 4.375% 20106
  $ 10,000       10,146  
Westfield Group 5.40% 20126
    1,275       1,337  
Westfield Capital Corp. Ltd., WT Finance (Australia) Pty Ltd. and WEA Finance LLC 5.125% 20146
    14,525       14,807  
Westfield Group 7.50% 20146
    6,530       7,269  
Westfield Group 5.70% 20166
    13,081       13,282  
Westfield Group 7.125% 20186
    21,869       23,577  
SLM Corp., Series A, 5.125% 2012
    14,667       13,541  
SLM Corp., Series A, 5.00% 2013
    8,874       7,718  
SLM Corp., Series A, 5.375% 2013
    4,738       4,242  
SLM Corp., Series A, 5.05% 2014
    673       560  
SLM Corp., Series A, 5.375% 2014
    13,915       11,852  
SLM Corp., Series A, 5.00% 2015
    2,308       1,851  
SLM Corp., Series A, 5.00% 2018
    6,605       4,685  
SLM Corp., Series A, 8.45% 2018
    8,760       7,924  
SLM Corp., Series A, 5.625% 2033
    767       533  
Simon Property Group, LP 5.60% 2011
    8,750       9,223  
Simon Property Group, LP 5.00% 2012
    7,510       7,863  
Simon Property Group, LP 5.25% 2016
    7,075       7,167  
Simon Property Group, LP 6.10% 2016
    1,725       1,827  
Simon Property Group, LP 5.875% 2017
    330       344  
Simon Property Group, LP 6.125% 2018
    1,780       1,879  
Simon Property Group, LP 10.35% 2019
    11,635       15,039  
ProLogis 7.625% 2014
    10,830       11,623  
ProLogis 5.625% 2015
    9,635       9,388  
ProLogis 5.625% 2016
    6,085       5,785  
ProLogis 5.75% 2016
    585       563  
ProLogis 6.625% 2018
    15,075       14,709  
SB Capital SA 5.93% 2011
    7,000       7,332  
SB Capital SA 6.48% 2013
    21,600       22,869  
HBOS PLC 6.75% 20186
    30,755       28,643  
ERP Operating LP 6.625% 2012
    500       540  
ERP Operating LP 5.20% 2013
    2,500       2,622  
ERP Operating LP 5.25% 2014
    9,508       9,827  
ERP Operating LP 5.125% 2016
    6,356       6,331  
ERP Operating LP 5.375% 2016
    1,020       1,036  
ERP Operating LP 5.75% 2017
    3,935       4,039  
AXA SA 8.60% 2030
    8,000       9,325  
Standard Chartered Bank 6.40% 20176
    8,451       8,914  
Discover Financial Services 6.45% 2017
    3,057       2,940  
Discover Financial Services 10.25% 2019
    4,334       5,098  
Developers Diversified Realty Corp. 5.50% 2015
    3,744       3,333  
Pan Pacific Retail Properties, Inc. 6.125% 2013
    1,065       1,131  
Kimco Realty Corp., Series C, 4.904% 2015
    1,185       1,165  
Capital One Capital III 7.686% 20367
    165       141  
              324,020  
                 
                 
CONSUMER DISCRETIONARY — 0.15%
               
DaimlerChrysler North America Holding Corp., Series E, 5.75% 2011
    53,904       57,131  
DaimlerChrysler North America Holding Corp. 5.875% 2011
    19,850       20,833  
DaimlerChrysler North America Holding Corp. 6.50% 2013
    23,675       26,161  
Marks and Spencer Group PLC 6.25% 20176
    100       103  
Marks and Spencer Group PLC 7.125% 20376
    15,550       15,364  
NTL Cable PLC 9.50% 2016
    5,450       5,750  
              125,342  
                 
                 
TELECOMMUNICATION SERVICES — 0.11%
               
Open Joint Stock Co. Vimpel Communications 8.375% 2011
    2,500       2,631  
VIP Finance Ireland Ltd. 8.375% 2013
    12,605       13,174  
Open Joint Stock Co. Vimpel Communications 9.125% 2018
    18,280       19,468  
Telecom Italia Capital SA, Series B, 5.25% 2013
    12,850       13,721  
Telecom Italia Capital SA 4.95% 2014
    12,050       12,736  
OJSC Mobile TeleSystems 8.375% 2010
    23,096       23,905  
              85,635  
                 
                 
ENERGY — 0.08%
               
Gaz Capital SA, Series 13, 6.605% 2018
  € 6,133     $ 9,592  
Gaz Capital SA 8.146% 2018
  $ 19,330       20,612  
Gaz Capital SA, Series 9, 6.51% 2022
    6,603       6,025  
Open Joint Stock Co. Gazprom, Series 2, 8.625% 2034
    6,737       7,436  
Gaz Capital SA 7.288% 2037
    19,430       17,949  
Husky Energy Inc. 5.90% 2014
    490       539  
Husky Energy Inc. 7.25% 2019
    390       457  
              62,610  
                 
                 
MATERIALS — 0.08%
               
CRH America Inc. 6.95% 2012
    13,200       14,378  
CRH America, Inc. 6.00% 2016
    1,260       1,327  
CRH America, Inc. 8.125% 2018
    15,540       18,233  
International Paper Co. 9.375% 2019
    14,675       18,237  
ArcelorMittal 9.85% 2019
    8,000       9,873  
              62,048  
                 
                 
CONSUMER STAPLES — 0.04%
               
Altria Group, Inc. 9.70% 2018
    6,230       7,720  
Altria Group, Inc. 9.25% 2019
    13,445       16,443  
British American Tobacco International Finance PLC 8.125% 20136
    9,000       10,603  
CVS Caremark Corp. 6.943% 20308
    1,025       1,087  
              35,853  
                 
                 
MORTGAGE-BACKED OBLIGATIONS8 — 0.02%
               
Structured Adjustable Rate Mortgage Loan Trust, Series 2006-4, Class 6-A, 5.908% 20367
    21,422       14,452  
                 
                 
BONDS & NOTES OF GOVERNMENT AGENCIES OUTSIDE THE U.S. — 0.00%
               
Ireland Government Agency-Guaranteed, Anglo Irish Bank Corp. plc 1.066% 20167
  € 6,300       3,123  
                 
                 
UTILITIES — 0.00%
               
Progress Energy, Inc. 7.05% 2019
  $ 2,000       2,329  
                 
                 
Total bonds & notes (cost: $591,131,000)
            715,412  
                 
                 
                 
Short-term securities — 4.58%
               
                 
Freddie Mac 0.17%–1.00% due 12/1/2009–6/23/2010
    965,500       965,058  
Fannie Mae 0.14%–0.51% due 3/17–10/1/2010
    491,700       491,315  
U.S. Treasury Bills 0.20%–0.23% due 6/17–7/15/2010
    300,000       299,734  
GDF SUEZ 0.19% due 12/16–12/21/20096
    239,000       238,978  
International Bank for Reconstruction and Development 0.17%–0.24% due 2/4–3/31/2010
    173,100       173,062  
Eni Finance USA Inc. 0.165%–0.29% due 12/9/2009–5/4/20106
    154,950       154,766  
Nestlé Capital Corp. 0.22% due 2/8–3/2/20106
    150,000       149,951  
KFW 0.21% due 1/19–2/16/20106
    125,000       124,964  
Procter & Gamble International Funding S.C.A. 0.22%–0.23% due 1/14–1/15/20106
    108,900       108,876  
Caisse d’Amortissement de la Dette Sociale 0.23%–0.285% due 1/20–3/29/2010
    106,100       106,044  
Calyon North America Inc. 0.16%–0.26% due 12/1/2009–2/22/2010
    97,800       97,778  
Canada Bills 0.22% due 3/15–3/24/2010
    80,000       79,955  
CBA (Delaware) Finance Inc. 0.22%–0.25% due 1/29–2/8/2010
    75,000       74,979  
National Australia Funding (Delaware) Inc. 0.185%–0.215% due 1/4–1/28/20106
    49,000       48,982  
BNZ International Funding Ltd. 0.23% due 2/5/20106
    25,000       24,989  
Old Line Funding, LLC 0.25% due 2/3/20106
    50,211       50,187  
Straight-A Funding LLC 0.20% due 2/2/20106
    50,166       50,153  
Rabobank USA Financial Corp. 0.26% due 1/27/2010
    50,000       49,986  
Toronto-Dominion Holdings USA Inc. 0.20% due 1/22/20106
    50,000       49,984  
BNP Paribas Finance Inc. 0.24% due 2/10/2010
    50,000       49,977  
Federal Home Loan Bank 0.583% due 6/8/2010
    50,000       49,953  
ANZ National (International) Ltd. 0.23%–0.30% due 1/25–1/27/20106
    49,600       49,583  
Société Générale North America, Inc. 0.15% due 12/1/2009
    41,700       41,700  
Bank of America Corp. 0.17%–0.26% due 12/14/2009–1/8/2010
    39,400       39,392  
Export Development Canada 0.20% due 4/8/2010
    35,000       34,973  
Québec (Province of) 0.18%–0.21% due 12/9/2009–1/11/20106
    29,050       29,045  
Bank of Nova Scotia 0.19% due 12/4/2009
    25,000       24,999  
Novartis Finance Corp. 0.23% due 3/1/20106
    24,000       23,985  
Yale University 0.28% due 12/1/2009
    20,000       20,000  
Westpac Banking Corp. 0.27% due 1/11/20106
    7,500       7,498  
                 
Total short-term securities (cost: $3,709,779,000)
            3,710,846  
                 
                 
Total investment securities (cost: $72,055,722,000)
            81,008,271  
Other assets less liabilities
            48,047  
                 
Net assets
          $ 81,056,318  
 
“Miscellaneous” securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.

 
1Security did not produce income during the last 12 months.
 
2Valued under fair value procedures adopted by authority of the board of directors. The value of the security represented less than .01% of the net assets of the fund.
 
3Represents an affiliated company as defined under the Investment Company Act of 1940.
 
4This security has been authorized but has not yet been issued.
 
5Purchased in a transaction exempt from registration under the Securities Act of 1933. This security (acquired 2/28/2003 at a cost of $5,113,000) may be subject to legal or contractual restrictions on resale.
 
6Purchased in a transaction exempt from registration under the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $1,386,769,000, which represented 1.71% of the net assets of the fund.
 
7Coupon rate may change periodically.
 
8Principal payments may be made periodically. Therefore, the effective maturity date may be earlier than the stated maturity date.


Key to abbreviations and symbol

ADR = American Depositary Receipts
GDR = Global Depositary Receipts
€ = Euros




Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so you may lose money.
 
Investors should carefully consider the investment objectives, risks, charges and expenses of the American Funds. This and other important information is contained in each fund’s prospectus, which can be obtained from your financial professional and should be read carefully before investing.
 
 
 
MFGEFP-933-0110O-S21485
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
To the Board of Directors and Shareholders of
Capital World Growth and Income Fund, Inc.:
 
We have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the financial statements of Capital World Growth and Income Fund, Inc. (the "Fund") as of November 30, 2009, and for the year then ended and have issued our unqualified report thereon dated January 8, 2010 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of the Fund's investment portfolio (the “Portfolio”) as of November 30, 2009 appearing in Item 6 of this Form N-CSR. The Portfolio is the responsibility of the Fund's management. Our responsibility is to express an opinion on the Portfolio based on our audit.
 
In our opinion, the Portfolio referred to above, when read in conjunction with the financial statements of the Fund referred to above, presents fairly, in all material respects, the information set forth therein.
 
 
 
PricewaterhouseCoopers LLP
Los Angeles, California
January 8, 2010
 
 
 
 
 
 
 
Summary investment portfolio, November 30, 2009
 
The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund’s principal holdings.  See the inside back cover for details on how to obtain a complete schedule of portfolio holdings.
 
[begin pie chart]
Industry sector diversification (percent of net assets)
 
 
 
 
 
 
 
Financials
    17.61 %
Information technology
    10.35  
Telecommunication services
    9.39  
Health care
    8.81  
Consumer staples
    8.72  
Other industries
    38.89  
Bonds & notes
    .88  
Convertible securities, preferred stocks & rights
    .71  
Short-term securities & other assets less liabilities
    4.64  
[end pie chart]
 
 
Country diversification (percent of net assets)
 
 
 
Euro zone*
    28.4 %
United States
    24.6  
United Kingdom
    7.7  
Switzerland
    6.0  
Brazil
    3.9  
Taiwan
    3.1  
Japan
    2.8  
Australia
    2.7  
China
    2.5  
Sweden
    2.5  
Other countries
    10.3  
Bonds, short-term securities & other assets less liabilities
    5.5  
         
*Countries using the euro as a common currency; those represented in the fund's portfolio are Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands and Spain.
 
 
 
               
Percent
 
         
Value
   
of net
 
Common stocks  - 93.77%
 
Shares
      (000 )  
assets
 
                     
Financials  - 17.61%
                   
Banco Santander, SA
    121,845,641     $ 2,085,666       2.57 %
A leading Spanish bank, with a strong franchise in Latin America and the U.K.
         
BNP Paribas SA
    13,066,156       1,078,102       1.33  
This major French bank has operations around the globe.
                       
Société Générale
    14,185,748       997,887       1.23  
Has retail, corporate and investment banking operations around the world, with particular strength in Europe.
 
Industrial and Commercial Bank of China Ltd., Class H
    973,494,000       822,812       1.02  
A state-owned commercial bank in China and one of the world's largest banks.
         
Prudential PLC
    75,209,580       772,738       .95  
A leading life insurance and pension provider. Has significant operations in the U.S. and the U.K. and is growing in the Asia/Pacific region.
 
Banco Bradesco SA, preferred nominative
    29,577,179       615,839       .76  
One of the largest private banks in Brazil.
                       
HSBC Holdings PLC (Hong Kong)
    26,720,033       312,731          
HSBC Holdings PLC (United Kingdom)
    20,476,231       237,794       .68  
One of the world's largest international banking and financial services organizations.
         
Credit Suisse Group AG
    9,295,200       481,233       .59  
One of the world's largest private banks, and a provider of investment banking, insurance and asset management services.
 
AXA SA
    19,515,596       464,631       .57  
Ranks among the world's largest insurance and financial services companies.
                 
Banco do Brasil SA, ordinary nominative
    25,129,500       442,956       .55  
Major Brazilian bank with a strong presence in retail banking.
                       
UBS AG (1)
    28,501,810       442,113       .55  
One of the world's largest financial services companies, providing wealth management, investment banking and asset management.
 
Wells Fargo & Co.
    15,000,000       420,600       .52  
One of the largest banks in the U.S. and a leader in online banking.
                       
Other securities
            5,099,943       6.29  
              14,275,045       17.61  
                         
                         
                         
Information technology  - 10.35%
                       
Microsoft Corp.
    78,288,000       2,302,450       2.84  
A world leader in software and Internet technologies. Its products include the Windows operating system and Office software.
 
Taiwan Semiconductor Manufacturing Co. Ltd.
    366,968,311       695,896          
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)
    20,226,531       210,154       1.12  
One of the world's largest semiconductor manufacturers.
                       
MediaTek Inc.
    40,996,014       645,095       .80  
Manufactures optical storage media for PCs and DVDs.
                       
Oracle Corp.
    19,997,000       441,534       .54  
Major supplier of database management software. Also develops business applications and provides consulting and support.
 
Redecard SA, ordinary nominative
    27,042,200       413,423       .51  
Brazil-based provider of credit and debit cards and transaction-related services.
         
Other securities
            3,677,999       4.54  
              8,386,551       10.35  
                         
                         
                         
Telecommunication services  - 9.39%
                       
AT&T Inc.
    51,599,030       1,390,078       1.71  
Global provider of telecommunication services, including local and long-distance, Internet and wireless communications.
 
Telefónica, SA
    37,505,000       1,075,787       1.33  
One of the premier providers of fixed and mobile telephone and Internet services in Spain and Latin America.
 
América Móvil, SAB de CV, Series L (ADR)
    21,729,299       1,051,264       1.30  
Latin America's largest cellular communications provider.
                       
France Télécom SA
    18,197,060       472,959       .58  
The leading provider of Internet and fixed-line and cellular telephone services in France, with international interests.
 
Singapore Telecommunications Ltd.
    185,204,810       392,145       .48  
Telecommunications company primarily serving Singapore and Australia, with interests in other countries.
 
Other securities
            3,230,285       3.99  
              7,612,518       9.39  
                         
                         
                         
Health care  - 8.81%
                       
Bayer AG
    24,168,000       1,848,736       2.28  
Makes pharmaceuticals and over-the-counter medicines, and develops medical diagnostic equipment.
 
Novartis AG
    29,056,063       1,612,779       1.99  
One of the world's largest pharmaceutical companies.
                       
Merck & Co., Inc.
    30,334,900       1,098,427       1.35  
Among the world's largest pharmaceutical companies, and a leader in cardiovascular medicine.
 
Roche Holding AG
    5,451,100       891,692       1.10  
A world leader in pharmaceuticals and diagnostic research.
                       
Other securities
            1,692,339       2.09  
              7,143,973       8.81  
                         
                         
                         
Consumer staples  - 8.72%
                       
Philip Morris International Inc.
    21,605,086       1,038,989       1.28  
One of the world's largest international tobacco companies.
                       
Wesfarmers Ltd.
    32,635,068       888,097       1.10  
Australia-based retailer that operates home improvement and convenient stores, and has a presence in coal and natural gas production,
and insurance.
 
Anheuser-Busch InBev NV
    11,132,150       555,123          
Anheuser-Busch InBev NV (1)
    3,247,475       24       .69  
One of the world's largest brewers.
                       
Nestlé SA
    10,882,330       514,430       .63  
Global packaged food and beverage company based in Switzerland.
                       
Coca-Cola Co.
    7,482,000       427,970       .53  
The world's largest soft drink maker.
                       
Other securities
            3,643,090       4.49  
              7,067,723       8.72  
                         
                         
                         
Industrials  - 8.63%
                       
AB Volvo, Class B
    86,870,700       823,310       1.02  
One of Sweden's major manufacturers of trucks, buses, and marine and aerospace engines.
 
Siemens AG
    5,588,992       547,179       .67  
A major worldwide producer of electrical and electronic equipment used in industrial and professional applications.
 
Other securities
            5,627,423       6.94  
              6,997,912       8.63  
                         
                         
                         
Consumer discretionary  - 8.18%
                       
Industria de Diseño Textil, SA
    9,807,876       624,305       .77  
Designs and retails up-to-the-minute clothing. Most of its shops are in Europe.
         
Cie. Générale des Établissements Michelin, Class B
    7,579,000       574,186       .71  
One of the world's largest tire makers. Its brands include Uniroyal and Goodrich.
         
Honda Motor Co., Ltd.
    14,582,000       456,639       .56  
Develops, manufactures and sells automobiles, motorcycles and power equipment globally.
 
Other securities
            4,974,195       6.14  
              6,629,325       8.18  
                         
                         
                         
Energy  - 7.21%
                       
Royal Dutch Shell PLC, Class B
    17,777,849       507,237          
Royal Dutch Shell PLC, Class A
    7,850,000       233,058          
Royal Dutch Shell PLC, Class A (ADR)
    3,504,000       209,399          
Royal Dutch Shell PLC, Class B (ADR)
    689,599       39,886       1.22  
A global group of energy and oil companies.
                       
BP PLC
    78,891,534       744,608       .92  
One of the world's largest oil companies.
                       
Eni SpA
    29,673,000       734,505       .91  
One of the world's leading oil and gas companies.
                       
ConocoPhillips
    14,165,000       733,322       .90  
This global oil and natural gas company also produces plastics and chemicals.
         
Petróleo Brasileiro SA - Petrobras, preferred nominative (ADR)
    11,173,400       503,473       .62  
One of the world's largest oil companies. Engaged in exploration, production, refining, marketing and chemicals.
 
Other securities
            2,137,494       2.64  
              5,842,982       7.21  
                         
                         
                         
Utilities  - 6.55%
                       
GDF Suez
    35,887,768       1,497,258       1.85  
Major natural gas and electricity company based in France.
                       
Fortum Oyj
    22,138,000       560,941       .69  
Energy company focused on the Nordic countries, Russia and the Baltic Rim area.
         
Scottish and Southern Energy PLC
    28,634,905       525,389       .65  
One of the U.K.'s largest gas and electricity companies, with more than three million customers.
 
Other securities
            2,726,852       3.36  
              5,310,440       6.55  
                         
                         
                         
Materials  - 3.94%
                       
Linde AG
    5,780,800       710,092       .88  
Major industrial gas company headquartered in Germany.
                       
Akzo Nobel NV
    8,819,000       558,714       .69  
Manufactures paints, coatings and pharmaceuticals sold around the world.
                 
Syngenta AG
    1,484,000       393,458       .48  
One of the world's largest agrochemical companies. Develops seeds and crop protection products.
 
Other securities
            1,531,667       1.89  
              3,193,931       3.94  
                         
                         
Miscellaneous  -  4.38%
                       
Other common stocks in initial period of acquisition
            3,548,417       4.38  
                         
                         
Total common stocks (cost: $67,171,906,000)
            76,008,817       93.77  
                         
                         
                         
                         
Preferred stocks  - 0.30%
                       
                         
Financials - 0.30%
                       
Other securities
            240,672       .30  
                         
                         
Total preferred stocks (cost: $192,251,000)
            240,672       .30  
                         
                         
                         
                         
Rights  - 0.05%
                       
                         
Miscellaneous - 0.05%
                       
Other rights in initial period of acquisition
            38,159       .05  
                         
                         
Total rights (cost: $75,085,000)
            38,159       .05  
                         
                         
                         
                         
Convertible securities  - 0.36%
                       
                         
Other - 0.28%
                       
Other securities
            232,067       .28  
                         
                         
Miscellaneous  -  0.08%
                       
Other convertible securities in initial period of acquisition
            62,298       .08  
                         
                         
Total convertible securities (cost: $315,570,000)
            294,365       .36  
                         
                         
                         
                         
Bonds & notes  - 0.88%
                       
                         
Other - 0.88%
                       
Other securities
            715,412       .88  
                         
                         
Total bonds & notes (cost: $591,131,000)
            715,412       .88  
                         
                         
   
Principal
amount
                 
Short-term securities  - 4.58%
    (000 )                
                         
Freddie Mac 0.17%-1.00% due 12/1/2009-6/23/2010
  $ 965,500       965,058       1.19  
Fannie Mae 0.14%-0.51% due 3/17-10/1/2010
    491,700       491,315       .61  
GDF SUEZ 0.19% due 12/16-12/21/2009 (2)
    239,000       238,978       .30  
Eni Finance USA Inc. 0.165%-0.29% due 12/9/2009-5/4/2010 (2)
    154,950       154,766       .19  
BNP Paribas Finance Inc. 0.24% due 2/10/2010
    50,000       49,977       .06  
Société Générale North America, Inc. 0.15% due 12/1/2009
    41,700       41,700       .05  
Novartis Finance Corp. 0.23% due 3/1/2010 (2)
    24,000       23,985       .03  
Other securities
            1,745,067       2.15  
                         
Total short-term securities (cost: $3,709,779,000)
            3,710,846       4.58  
                         
                         
Total investment securities (cost: $72,055,722,000)
            81,008,271       99.94  
Other assets less liabilities
            48,047       .06  
                         
Net assets
          $ 81,056,318       100.00 %
 
"Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.
"Other securities" includes all issues that are not disclosed separately in the summary investment portfolio. One of these securities (which represented less than .01% of the net assets of the fund) was valued under fair value procedures adopted by authority of the board of directors. In addition, one of these securities (with a value of $30,466,000, which represented .04% of the net assets of the fund) may be subject to legal or contractual restrictions on resale.
 
 
Investments in affiliates
 
A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares. The value of the fund's holdings in affiliated companies is included in "Other securities" under the respective industry sectors in the summary investment portfolio.  Further details on these holdings and related transactions during the year ended November 30, 2009, appear below.
 
                           
Dividend
   
Value of affiliates
 
                           
income
   
at 11/30/09
 
   
Beginning shares
   
Additions
   
Reductions
   
Ending shares
      (000 )     (000 )
Air France (1) (3)
    14,268,220       1,273,000       -       15,541,220     $ -     $ 246,206  
ComfortDelGro Corp. Ltd.
    135,100,000       -       -       135,100,000       4,651       144,492  
Kesa Electricals PLC
    26,593,098       -       -       26,593,098       2,080       66,222  
James Hardie Industries NV (4)
    23,384,347       -       23,384,347       -       -       -  
                                    $ 6,731     $ 456,920  
 
The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.
(1) Security did not produce income during the last 12 months.
(2) Purchased in a transaction exempt from registration under the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities, including those in "Other securities," was $1,386,769,000, which represented 1.71% of the net assets of the fund.
(3) This security was an unaffiliated issuer in its initial period of acquisition at 11/30/2008; it was not publicly disclosed.
(4) Unaffiliated issuer at 11/30/2009.
 
Key to abbreviation
ADR = American Depositary Receipts
 
 
The descriptions of the companies shown in the summary investment portfolio, which were obtained from published reports and other sources believed to be reliable, are supplemental and are not covered by the Report of Independent Registered Public Accounting Firm.
 
See Notes to Financial Statements
 
 
Financial statements
 
Statement of assets and liabilities
           
at November 30, 2009
    (dollars in thousands)  
             
Assets:
           
 Investment securities, at value:
           
  Unaffiliated issuers (cost: $71,466,155)
  $ 80,551,351        
  Affiliated issuers (cost: $589,567)
    456,920     $ 81,008,271  
 Cash denominated in currencies other than U.S. dollars
               
  (cost: $24,137)
            24,137  
 Cash
            84  
 Receivables for:
               
  Sales of investments
    149,983          
  Sales of fund's shares
    88,688          
  Dividends and interest
    202,582          
  Other assets
    2,683       443,936  
              81,476,428  
Liabilities:
               
 Payables for:
               
  Purchases of investments
    222,889          
  Repurchases of fund's shares
    106,177          
  Investment advisory services
    25,038          
  Services provided by affiliates
    56,821          
  Directors' deferred compensation
    762          
  Other
    8,423       420,110  
Net assets at November 30, 2009
          $ 81,056,318  
                 
Net assets consist of:
               
 Capital paid in on shares of capital stock
          $ 87,721,505  
 Undistributed net investment income
            559,176  
 Accumulated net realized loss
            (16,181,909 )
 Net unrealized appreciation
            8,957,546  
Net assets at November 30, 2009
          $ 81,056,318  
 
 
   
(dollars and shares in thousands, except per-share amounts)
 
Total authorized capital stock - 4,000,000 shares, $.01 par value (2,402,309 total shares outstanding)
 
   
Net assets
   
Shares outstanding
   
Net asset value per share*
 
Class A
  $ 56,057,967       1,658,729     $ 33.80  
Class B
    2,998,660       89,303       33.58  
Class C
    6,427,605       192,147       33.45  
Class F-1
    4,151,853       123,059       33.74  
Class F-2
    1,164,934       34,473       33.79  
Class 529-A
    1,796,406       53,278       33.72  
Class 529-B
    188,416       5,611       33.58  
Class 529-C
    491,007       14,627       33.57  
Class 529-E
    80,309       2,385       33.67  
Class 529-F-1
    48,448       1,436       33.75  
Class R-1
    217,124       6,478       33.52  
Class R-2
    1,269,875       37,968       33.45  
Class R-3
    2,208,120       65,698       33.61  
Class R-4
    1,839,950       54,549       33.73  
Class R-5
    1,598,415       47,272       33.81  
Class R-6
    517,229       15,296       33.82  
   
(*) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Classes A and 529-A, for which the maximum offering prices per share were $35.86 and $35.78, respectively.
 
                         
See Notes to Financial Statements
                       
 
 
Statement of operations
           
for the year ended November 30, 2009
       
(dollars in thousands)
             
Investment income:
           
 Income:
           
  Dividends (net of non-U.S. taxes of $219,869; also includes $6,731 from affiliates)
  $ 2,343,195        
  Interest
    123,687     $ 2,466,882  
                 
 Fees and expenses*:
               
  Investment advisory services
    258,073          
  Distribution services
    225,850          
  Transfer agent services
    86,385          
  Administrative services
    33,263          
  Reports to shareholders
    5,010          
  Registration statement and prospectus
    14,718          
  Directors' compensation
    915          
  Auditing and legal
    281          
  Custodian
    11,998          
  State and local taxes
    999          
  Other
    4,742          
  Total fees and expenses before waiver
    642,234          
   Less investment advisory services waiver
    2,084          
  Total fees and expenses after waiver
            640,150  
 Net investment income
            1,826,732  
                 
Net realized loss and unrealized appreciation on investments
               
 and currency:
               
 Net realized (loss) gain on:
               
  Investments (including $5,768 gain from affiliates)
    (11,557,904 )        
  Currency transactions
    43,777       (11,514,127 )
 Net unrealized appreciation on:
               
  Investments
    31,586,661          
  Currency translations
    10,578       31,597,239  
   Net realized loss and unrealized appreciation on investments and currency
            20,083,112  
Net increase in net assets resulting
               
 from operations
          $ 21,909,844  
                 
(*) Additional information related to class-specific fees and expenses is included in the Notes to Financial Statements.
                 
See Notes to Financial Statements
               
                 
                 
                 
Statements of changes in net assets
         
(dollars in thousands)
   
Year ended November 30
 
      2009       2008  
Operations:
               
 Net investment income
  $ 1,826,732     $ 3,193,207  
 Net realized (loss) on investments and currency transactions
    (11,514,127 )     (4,734,532 )
 Net unrealized appreciation (depreciation) on investments and currency translations
    31,597,239       (47,634,984 )
  Net increase (decrease) in net assets resulting from operations
    21,909,844       (49,176,309 )
                 
                 
Dividends and distributions paid to shareholders:
               
 Dividends from net investment income
    (2,362,285 )     (2,918,988 )
 Distributions from net realized gain on investments
    -       (7,845,316 )
  Total dividends and distributions paid to shareholders
    (2,362,285 )     (10,764,304 )
                 
                 
Net capital share transactions
    (3,027,646 )     11,167,361  
                 
Total increase (decrease) in net assets
    16,519,913       (48,773,252 )
                 
Net assets:
               
 Beginning of year
    64,536,405       113,309,657  
 End of year (including undistributed
               
  net investment income: $559,176 and $1,041,713, respectively)
  $ 81,056,318     $ 64,536,405  
                 
                 
See Notes to Financial Statements
               
 
 
 
Notes to financial statements

1.  
Organization and significant accounting policies

Organization – Capital World Growth and Income Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term growth of capital while providing current income. It invests on a global basis in a diversified portfolio consisting primarily of common stocks and other equity securities.

On November 24, 2009, shareholders approved a proposal to reorganize the fund from a Maryland corporation to a Delaware statutory trust. The reorganization is expected to be completed in 2010; however, the fund reserves the right to delay the implementation. Shareholders also approved amendments to the fund’s Investment Advisory and Service Agreement and amendments to and elimination of certain fundamental investment policies of the fund.

The fund has 16 share classes consisting of five retail share classes, five 529 college savings plan share classes and six retirement plan share classes. The 529 college savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F-1) can be used to save for college education. The six retirement plan share classes (R-1, R-2, R-3, R-4, R-5 and R-6) are generally offered only through eligible employer-sponsored retirement plans. The fund’s share classes are described below:
 
 
Share class
Initial sales charge
Contingent deferred sales charge upon redemption
Conversion feature
Classes A and 529-A
Up to 5.75%
None (except 1% for certain redemptions within one year of purchase without an initial sales charge)
None
Classes B and 529-B*
None
Declines from 5% to 0% for redemptions within six years of purchase
Classes B and 529-B convert to Classes A and 529-A, respectively, after eight years
Class C
None
1% for redemptions within one year of purchase
Class C converts to Class F-1 after 10 years
Class 529-C
None
1% for redemptions within one year of purchase
None
Class 529-E
None
None
None
Classes F-1, F-2 and 529-F-1
None
None
None
Classes R-1, R-2, R-3, R-4,  R-5 and R-6
None
None
None
 
*Effective April 21, 2009, Class B and 529-B shares of the fund are not available for purchase.

On May 1, 2009, the fund made an additional retirement plan share class (Class R-6) available for sale pursuant to an amendment to its registration statement filed with the Securities and Exchange Commission (“SEC”). Refer to the fund’s retirement plan prospectus for more details.

Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.

Significant accounting policies – The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund:

Net asset value – The fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.

Security valuation – Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are valued at prices obtained from one or more independent pricing vendors when such prices are available. However, where the investment adviser deems it appropriate to do so, such securities will be valued in good faith at the mean quoted bid and asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. Vendors base bond prices on, among other things, valuation matrices that incorporate dealer-supplied valuations, proprietary pricing models and evaluations of the yield curve as of approximately 3:00 p.m. New York time. Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par when they reach 60 days or less remaining to maturity.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under guidelines adopted by authority of the fund's board of directors. Market quotations may be considered unreliable if events occur that materially affect the value of securities (particularly securities outside the U.S.) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

Security transactions and related investment income – Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.

Class allocations – Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class.

Dividends and distributions to shareholders – Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

Currency translation – Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, the effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.


2.  
Risk factors

Investing in the fund may involve certain risks including, but not limited to, those described below.

The fund is subject to risks, including the possibility that the fund's income and the value of its portfolio holdings may fluctuate in response to events specific to the companies or markets in which the fund invests, as well as economic, political or social events in the U.S. or abroad.

The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations. Investments in securities issued by entities based outside the U.S. may be subject to the risks described above to a greater extent. These investments may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure and regulatory and legal standards and practices; expropriation; changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the U.S. may also be subject to many of these risks.

 3. Taxation and distributions                                                      

Federal income taxation – The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required. 

As of and during the period ended November 30, 2009, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.

The fund is not subject to examination by U.S. federal tax authorities for tax years before 2005, by state tax authorities for tax years before 2004 and by tax authorities outside the U.S. for tax years before 2002.

Non-U.S. taxation – Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.

Distributions – Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to different treatment for items such as currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; unrealized appreciation of certain investments in securities outside the U.S.; net capital losses; and income on certain investments. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes.

During the year ended November 30, 2009, the fund reclassified $54,446,000 from accumulated net realized loss to undistributed net investment income; and reclassified $1,430,000 from undistributed net investment income to capital paid in on shares of capital stock to align financial reporting with tax reporting.

As of November 30, 2009, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows:

    (dollars in thousands)  
Undistributed ordinary income
        $ 794,862  
Capital loss carryforwards*:
             
     Expiring 2016
  $ (2,728,750 )        
     Expiring 2017
    (13,178,426 )     (15,907,176 )
Post-October capital loss deferrals (realized during the period November 1, 2009, through November 30, 2009)†
            (362,906 )
Gross unrealized appreciation on investment securities
            13,260,201  
Gross unrealized depreciation on investment securities
            (4,463,213 )
Net unrealized appreciation/(depreciation) on investment securities
            8,796,988  
Cost of investment securities
            72,211,283  
*The capital loss carryforwards will be used to offset any capital gains realized by the fund in future years through the expiration dates. The fund will not make distributions from capital gains while capital loss carryforwards remain.
 
†These deferrals are considered incurred in the subsequent year.
               

The tax character of distributions paid to shareholders was as follows (dollars in thousands):
 
   
Year ended November 30, 2009
   
Year ended November 30, 2008
 
   
Ordinary income
   
Long-term
capital gains
   
Total
distributions paid
   
Ordinary income
   
Long-term
capital gains
   
Total
distributions paid
 
    Share class
                                   
    Class A
  $ 1,709,423     $ -     $ 1,709,423     $ 2,322,238       5,599,974     $ 7,922,212  
    Class B
    76,151       -       76,151       97,747       321,740       419,487  
    Class C
    158,321       -       158,321       205,388       677,948       883,336  
    Class F-1
    130,498       -       130,498       189,626       436,957       626,583  
    Class F-2*
    20,416       -       20,416       429       -       429  
    Class 529-A
    49,808       -       49,808       53,323       122,145       175,468  
    Class 529-B
    4,336       -       4,336       4,497       14,634       19,131  
    Class 529-C
    10,753       -       10,753       10,913       34,438       45,351  
    Class 529-E
    2,049       -       2,049       2,148       5,602       7,750  
    Class 529-F-1
    1,373       -       1,373       1,396       2,907       4,303  
    Class R-1
    4,509       -       4,509       3,840       10,685       14,525  
    Class R-2
    27,566       -       27,566       27,134       85,402       112,536  
    Class R-3
    55,202       -       55,202       52,031       129,495       181,526  
    Class R-4
    49,554       -       49,554       47,281       104,313       151,594  
    Class R-5
    55,468       -       55,468       65,469       134,604       200,073  
    Class R-6†
    6,858       -       6,858       -       -       -  
    Total
  $ 2,362,285     $ -     $ 2,362,285     $ 3,083,460     $ 7,680,844     $ 10,764,304  
                                                 
                                                 
*Class F-2 was offered beginning August 1, 2008.
                                 
†Class R-6 was offered beginning May 1, 2009.
                                 

4. Fees and transactions with related parties

Capital Research and Management Company ("CRMC"), the fund’s investment adviser, is the parent company of American Funds Distributors,® Inc. ("AFD"), the principal underwriter of the fund’s shares, and American Funds Service Company® ("AFS"), the fund’s transfer agent.

Investment advisory services - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.600% on the first $500 million of daily net assets and decreasing to 0.350% on such assets in excess of $115 billion. CRMC waived a portion of its investment advisory services fee commencing on September 1, 2004, and terminating on December 31, 2008. During the year ended November 30, 2009, total investment advisory services fees waived by CRMC were $2,084,000. As a result, the fee shown on the accompanying financial statements of $258,073,000, which was equivalent to an annualized rate of 0.379%, was reduced to $255,989,000, or 0.376% of average daily net assets.


Class-specific fees and expenses – Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below:

Distribution services – The fund has adopted plans of distribution for all share classes, except Classes F-2, R-5 and R-6. Under the plans, the board of directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.30% to 1.00% as noted below. In some cases, the board of directors has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

For Classes A and 529-A, the board of directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.30% is not exceeded. As of November 30, 2009, there were no unreimbursed expenses subject to reimbursement for Classes A or 529-A.

Share class
Currently approved limits
Plan limits
Class A
   0.30%
   0.30%
Class 529-A
0.30
0.50
Classes B and 529-B
1.00
1.00
Classes C, 529-C and R-1
1.00
1.00
Class R-2
0.75
1.00
Classes 529-E and R-3
0.50
0.75
Classes F-1, 529-F-1 and R-4
0.25
0.50

Transfer agent services – The fund has a transfer agent agreement with AFS for Classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC as described below.

Administrative services – The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all share classes other than Classes A and B.  Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for Class R-5 and 0.05% for Class R-6) based on its respective average daily net assets. Each relevant share class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. Each 529 share class is subject to an additional administrative services fee payable to the Commonwealth of Virginia for the maintenance of the 529 college savings plan. The quarterly fee is based on a declining series of annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter. Although these amounts are included with administrative services fees on the accompanying financial statements, the Commonwealth of Virginia is not considered a related party.

Expenses under the agreements described on the previous page for the year ended November 30, 2009, were as follows (dollars in thousands):

Share class
Distribution services
Transfer agent services
Administrative services
CRMC administrative services
Transfer agent services
Commonwealth of Virginia administrative services
Class A
$105,943
$81,750
Not applicable
Not applicable
Not applicable
Class B
 26,470
 4,635
Not applicable
Not applicable
Not applicable
Class C
 54,942
 
 
 
 
 
 
Included
in
administrative services
$8,247
$1,583
Not applicable
Class F-1
8,736
4,684
533
Not applicable
Class F-2
 Not applicable
 756
 44
Not applicable
Class 529-A
 2,725
 1,696
 291
$1,426
Class 529-B
 1,570
 188
 64
 157
Class 529-C
 3,902
 465
 134
 391
Class 529-E
 319
 76
 13
 64
Class 529-F-1
 -
 45
 8
 38
Class R-1
 1,609
 198
 60
Not applicable
Class R-2
 7,550
 1,502
 3,376
Not applicable
Class R-3
 8,547
 2,531
 996
Not applicable
Class R-4
 3,537
 2,081
 68
Not applicable
Class R-5
Not applicable
1,406
27
Not applicable
Class R-6*
Not applicable
114
1
Not applicable
Total
$225,850
$86,385
$23,989
$7,198
$2,076
*Class R-6 was offered beginning May 1, 2009.

Directors’ deferred compensation – Since the adoption of the deferred compensation plan in 1993, directors who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ compensation of $915,000, shown on the accompanying financial statements, includes $671,000 in current fees (either paid in cash or deferred) and a net increase of $244,000 in the value of the deferred amounts.

Affiliated officers and directors – Officers and certain directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or directors received any compensation directly from the fund.

5. Disclosure of fair value measurements

The fund classifies its assets and liabilities into three levels based on the method used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Level 3 values are based on significant unobservable inputs that reflect the fund’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are generally high-quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following table presents the fund’s valuation levels as of November 30, 2009 (dollars in thousands):
 
Investment securities:
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common stocks:
                       
Financials
  $ 14,275,045     $ -     $ -     $ 14,275,045  
Information technology
    8,386,551       -       -       8,386,551  
Telecommunication services
    7,612,518       -       -       7,612,518  
Health care
    7,143,973       -       -       7,143,973  
Consumer staples
    7,067,723       -       -       7,067,723  
Industrials
    6,997,912       -       -       6,997,912  
Consumer discretionary
    6,629,325       -       -       6,629,325  
Energy
    5,842,982       -       -       5,842,982  
Utilities
    5,310,440       -       -       5,310,440  
Materials
    3,193,931       -       -       3,193,931  
Miscellaneous
    3,548,417       -       -       3,548,417  
Preferred stocks
    -       240,672       -       240,672  
Rights
    38,159       -       -       38,159  
Convertible securities
    226,421       67,944       -       294,365  
Bonds & notes
    -       715,412       -       715,412  
Short-term securities
    -       3,710,846       -       3,710,846  
Total
  $ 76,273,397     $ 4,734,874     $ -     $ 81,008,271  
 

The following table reconciles the valuation of the fund's Level 3 investment securities and related transactions for the year ended November 30, 2009 (dollars in thousands):
                               
   
Beginning
               
Net transfers
   
Ending
 
   
value
   
Net
   
Net unrealized
   
out of
   
value
 
   
at 12/1/2008
   
purchases
   
depreciation (*)
   
Level 3
   
at 11/30/2009
Investment securities
  $ -     $ 63,750     $ (38,740 )   $ (25,010 )   $ -  
                                         
(*) Net unrealized depreciation are included in the related amounts on investments in the statement of operations.
 
6. Capital share transactions

Capital share transactions in the fund were as follows (dollars and shares in thousands):
 
Share class
 
Sales(1)
   
Reinvestments of dividends and distributions
   
Repurchases(1)
   
Net (decrease) increase
 
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
 
Year ended November 30, 2009
                                           
Class A
  $ 5,634,311       202,086     $ 1,632,579       60,039     $ (10,857,239 )     (407,937 )   $ (3,590,349 )     (145,812 )
Class B
    146,474       5,569       73,743       2,731       (572,222 )     (21,521 )     (352,005 )     (13,221 )
Class C
    663,023       23,791       149,763       5,564       (1,340,195 )     (51,270 )     (527,409 )     (21,915 )
Class F-1
    1,062,501       38,240       114,839       4,234       (1,703,989 )     (63,851 )     (526,649 )     (21,377 )
Class F-2
    983,737       34,325       13,832       487       (153,120 )     (5,313 )     844,449       29,499  
Class 529-A
    245,229       8,767       49,793       1,831       (156,871 )     (5,846 )     138,151       4,752  
Class 529-B
    11,926       462       4,336       160       (14,889 )     (562 )     1,373       60  
Class 529-C
    81,220       2,922       10,746       397       (58,574 )     (2,176 )     33,392       1,143  
Class 529-E
    12,904       465       2,048       75       (8,500 )     (317 )     6,452       223  
Class 529-F-1
    11,134       397       1,373       51       (6,695 )     (243 )     5,812       205  
Class R-1
    71,826       2,580       4,454       164       (31,923 )     (1,164 )     44,357       1,580  
Class R-2
    359,598       13,225       27,535       1,019       (256,621 )     (9,388 )     130,512       4,856  
Class R-3
    677,243       24,411       55,047       2,027       (438,046 )     (15,794 )     294,244       10,644  
Class R-4
    618,187       22,241       49,529       1,816       (418,241 )     (15,026 )     249,475       9,031  
Class R-5
    597,447       21,560       53,891       1,991       (852,656 )     (31,119 )     (201,318 )     (7,568 )
Class R-6(2)
    426,564       15,423       6,858       234       (11,555 )     (361 )     421,867       15,296  
Total net increase
                                                               
   (decrease)
  $ 11,603,324       416,464     $ 2,250,366       82,820     $ (16,881,336 )     (631,888 )   $ (3,027,646 )     (132,604 )
                                                                 
Year ended November 30, 2008
                                                         
Class A
  $ 11,961,360       302,293     $ 7,623,707       181,028     $ (13,282,179 )     (385,998 )   $ 6,302,888       97,323  
Class B
    635,434       16,074       404,754       9,600       (742,987 )     (21,168 )     297,201       4,506  
Class C
    1,777,688       44,751       843,376       20,069       (1,950,929 )     (56,716 )     670,135       8,104  
Class F-1
    2,378,035       60,886       561,629       13,367       (2,130,959 )     (61,949 )     808,705       12,304  
Class F-2(3)
    171,088       5,477       354       10       (14,535 )     (513 )     156,907       4,974  
Class 529-A
    452,384       11,541       175,445       4,183       (147,382 )     (4,159 )     480,447       11,565  
Class 529-B
    42,218       1,084       19,129       454       (15,041 )     (427 )     46,306       1,111  
Class 529-C
    141,424       3,604       45,344       1,077       (57,059 )     (1,607 )     129,709       3,074  
Class 529-E
    19,139       497       7,749       185       (8,107 )     (224 )     18,781       458  
Class 529-F-1
    16,196       413       4,303       103       (6,204 )     (169 )     14,295       347  
Class R-1
    97,956       2,549       14,333       342       (41,763 )     (1,174 )     70,526       1,717  
Class R-2
    500,171       13,071       112,394       2,679       (314,287 )     (8,533 )     298,278       7,217  
Class R-3
    968,403       25,368       180,882       4,318       (514,400 )     (13,973 )     634,885       15,713  
Class R-4
    884,814       22,799       151,547       3,617       (442,681 )     (12,024 )     593,680       14,392  
Class R-5
    920,198       23,297       192,108       4,581       (467,688 )     (12,572 )     644,618       15,306  
Total net increase
                                                               
   (decrease)
  $ 20,966,508       533,704     $ 10,337,054       245,613     $ (20,136,201 )     (581,206 )   $ 11,167,361       198,111  
                                                                 
(1)Includes exchanges between share classes of the fund.
                                         
(2)Class R-6 was offered beginning May 1, 2009.
                                                 
(3)Class F-2 was offered beginning August 1, 2008.
                                                 

 
7. Investment transactions

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $27,108,069,000 and $27,129,984,000, respectively, during the year ended November 30, 2009.

8. Subsequent events

As of January 8, 2010, the date the financial statements were available to be issued, no subsequent events or transactions had occurred that would have materially impacted the financial statements as presented.
 
 
Financial highlights(1)
 
         
Income (loss) from investment operations(2)
   
Dividends and distributions
                                     
   
Net asset value, beginning of period
   
Net investment income(3)
   
Net gains (losses) on securities (both realized and unrealized)
   
Total from investment operations
   
Dividends (from net investment income)
   
Distributions (from capital gains)
   
Total dividends and distributions
   
Net asset value, end of period
   
Total return(4) (5)
   
Net assets, end of period (in millions)
   
Ratio of expenses to average net assets before reimbursements/
waivers
   
Ratio of expenses to average net assets after reimbursements/
waivers(5)
   
Ratio of net income to average net assets(3) (5)
 
Class A:
                                                                             
Year ended 11/30/2009
  $ 25.50     $ .78     $ 8.52     $ 9.30     $ (1.00 )   $ -     $ (1.00 )   $ 33.80       37.48 %   $ 56,058       .83 %     .83 %     2.80 %
Year ended 11/30/2008
    48.56       1.27       (19.81 )     (18.54 )     (1.18 )     (3.34 )     (4.52 )     25.50       (41.75 )     46,011       .75       .71       3.28  
Year ended 11/30/2007
    42.82       1.24       7.40       8.64       (1.10 )     (1.80 )     (2.90 )     48.56       21.23       82,899       .73       .69       2.75  
Year ended 11/30/2006
    36.99       .96       7.26       8.22       (.95 )     (1.44 )     (2.39 )     42.82       23.38       60,265       .73       .69       2.44  
Year ended 11/30/2005
    33.80       .84       3.95       4.79       (.80 )     (.80 )     (1.60 )     36.99       14.78       39,841       .76       .73       2.41  
Class B:
                                                                                                       
Year ended 11/30/2009
    25.34       .57       8.46       9.03       (.79 )     -       (.79 )     33.58       36.43       2,999       1.61       1.61       2.04  
Year ended 11/30/2008
    48.27       .96       (19.69 )     (18.73 )     (.86 )     (3.34 )     (4.20 )     25.34       (42.21 )     2,598       1.52       1.48       2.51  
Year ended 11/30/2007
    42.58       .89       7.36       8.25       (.76 )     (1.80 )     (2.56 )     48.27       20.29       4,731       1.50       1.46       1.98  
Year ended 11/30/2006
    36.79       .64       7.24       7.88       (.65 )     (1.44 )     (2.09 )     42.58       22.40       3,443       1.53       1.49       1.65  
Year ended 11/30/2005
    33.63       .56       3.93       4.49       (.53 )     (.80 )     (1.33 )     36.79       13.91       2,158       1.55       1.52       1.62  
Class C:
                                                                                                       
Year ended 11/30/2009
    25.25       .56       8.43       8.99       (.79 )     -       (.79 )     33.45       36.42       6,428       1.61       1.61       2.01  
Year ended 11/30/2008
    48.11       .95       (19.63 )     (18.68 )     (.84 )     (3.34 )     (4.18 )     25.25       (42.23 )     5,405       1.56       1.52       2.47  
Year ended 11/30/2007
    42.46       .87       7.32       8.19       (.74 )     (1.80 )     (2.54 )     48.11       20.22       9,910       1.55       1.51       1.94  
Year ended 11/30/2006
    36.69       .62       7.22       7.84       (.63 )     (1.44 )     (2.07 )     42.46       22.35       6,572       1.58       1.54       1.60  
Year ended 11/30/2005
    33.54       .54       3.93       4.47       (.52 )     (.80 )     (1.32 )     36.69       13.83       3,781       1.61       1.57       1.56  
Class F-1:
                                                                                                       
Year ended 11/30/2009
    25.46       .79       8.50       9.29       (1.01 )     -       (1.01 )     33.74       37.49       4,152       .82       .81       2.83  
Year ended 11/30/2008
    48.48       1.27       (19.78 )     (18.51 )     (1.17 )     (3.34 )     (4.51 )     25.46       (41.76 )     3,677       .76       .72       3.30  
Year ended 11/30/2007
    42.76       1.23       7.38       8.61       (1.09 )     (1.80 )     (2.89 )     48.48       21.22       6,406       .75       .71       2.73  
Year ended 11/30/2006
    36.94       .94       7.26       8.20       (.94 )     (1.44 )     (2.38 )     42.76       23.35       4,174       .76       .72       2.41  
Year ended 11/30/2005
    33.75       .81       3.95       4.76       (.77 )     (.80 )     (1.57 )     36.94       14.72       2,445       .82       .78       2.35  
Class F-2:
                                                                                                       
Year ended 11/30/2009
    25.51       .72       8.64       9.36       (1.08 )     -       (1.08 )     33.79       37.80       1,165       .58       .58       2.42  
Period from 8/1/2008 to 11/30/2008
    38.34       .23       (12.79 )     (12.56 )     (.27 )     -       (.27 )     25.51       (32.95 )     127       .18       .17       .83  
Class 529-A:
                                                                                                       
Year ended 11/30/2009
    25.45       .77       8.49       9.26       (.99 )     -       (.99 )     33.72       37.41       1,796       .87       .86       2.75  
Year ended 11/30/2008
    48.46       1.24       (19.76 )     (18.52 )     (1.15 )     (3.34 )     (4.49 )     25.45       (41.77 )     1,235       .80       .77       3.23  
Year ended 11/30/2007
    42.75       1.21       7.37       8.58       (1.07 )     (1.80 )     (2.87 )     48.46       21.13       1,791       .80       .76       2.69  
Year ended 11/30/2006
    36.93       .93       7.26       8.19       (.93 )     (1.44 )     (2.37 )     42.75       23.33       1,089       .79       .75       2.39  
Year ended 11/30/2005
    33.75       .81       3.94       4.75       (.77 )     (.80 )     (1.57 )     36.93       14.68       585       .83       .80       2.33  
Class 529-B:
                                                                                                       
Year ended 11/30/2009
    25.35       .54       8.46       9.00       (.77 )     -       (.77 )     33.58       36.29       188       1.70       1.69       1.95  
Year ended 11/30/2008
    48.28       .92       (19.70 )     (18.78 )     (.81 )     (3.34 )     (4.15 )     25.35       (42.26 )     140       1.62       1.58       2.41  
Year ended 11/30/2007
    42.59       .84       7.37       8.21       (.72 )     (1.80 )     (2.52 )     48.28       20.15       214       1.61       1.58       1.87  
Year ended 11/30/2006
    36.80       .60       7.23       7.83       (.60 )     (1.44 )     (2.04 )     42.59       22.25       142       1.64       1.60       1.53  
Year ended 11/30/2005
    33.64       .51       3.93       4.44       (.48 )     (.80 )     (1.28 )     36.80       13.71       81       1.70       1.67       1.46  
Class 529-C:
                                                                                                       
Year ended 11/30/2009
    25.34       .54       8.47       9.01       (.78 )     -       (.78 )     33.57       36.32       491       1.69       1.68       1.93  
Year ended 11/30/2008
    48.27       .92       (19.69 )     (18.77 )     (.82 )     (3.34 )     (4.16 )     25.34       (42.27 )     342       1.61       1.58       2.42  
Year ended 11/30/2007
    42.59       .84       7.36       8.20       (.72 )     (1.80 )     (2.52 )     48.27       20.17       503       1.61       1.57       1.88  
Year ended 11/30/2006
    36.80       .60       7.24       7.84       (.61 )     (1.44 )     (2.05 )     42.59       22.27       304       1.63       1.59       1.54  
Year ended 11/30/2005
    33.63       .51       3.94       4.45       (.48 )     (.80 )     (1.28 )     36.80       13.73       162       1.69       1.65       1.47  
Class 529-E:
                                                                                                       
Year ended 11/30/2009
    25.41       .68       8.49       9.17       (.91 )     -       (.91 )     33.67       37.03       80       1.18       1.17       2.43  
Year ended 11/30/2008
    48.40       1.12       (19.74 )     (18.62 )     (1.03 )     (3.34 )     (4.37 )     25.41       (41.97 )     55       1.11       1.07       2.92  
Year ended 11/30/2007
    42.69       1.07       7.38       8.45       (.94 )     (1.80 )     (2.74 )     48.40       20.76       83       1.10       1.07       2.38  
Year ended 11/30/2006
    36.89       .81       7.23       8.04       (.80 )     (1.44 )     (2.24 )     42.69       22.92       53       1.11       1.08       2.06  
Year ended 11/30/2005
    33.71       .69       3.94       4.63       (.65 )     (.80 )     (1.45 )     36.89       14.31       30       1.17       1.13       1.99  
                                                                                                         
Class 529-F-1:
                                                                                                       
Year ended 11/30/2009
  $ 25.47     $ .82     $ 8.50     $ 9.32     $ (1.04 )   $ -     $ (1.04 )   $ 33.75       37.68 %   $ 49       .68 %     .67 %     2.93 %
Year ended 11/30/2008
    48.50       1.31       (19.76 )     (18.45 )     (1.24 )     (3.34 )     (4.58 )     25.47       (41.66 )     31       .61       .57       3.44  
Year ended 11/30/2007
    42.78       1.31       7.36       8.67       (1.15 )     (1.80 )     (2.95 )     48.50       21.36       43       .60       .57       2.89  
Year ended 11/30/2006
    36.95       1.00       7.27       8.27       (1.00 )     (1.44 )     (2.44 )     42.78       23.55       22       .61       .58       2.56  
Year ended 11/30/2005
    33.75       .83       3.94       4.77       (.77 )     (.80 )     (1.57 )     36.95       14.74       12       .76       .73       2.40  
Class R-1:
                                                                                                       
Year ended 11/30/2009
    25.31       .57       8.45       9.02       (.81 )     -       (.81 )     33.52       36.45       217       1.58       1.58       2.02  
Year ended 11/30/2008
    48.22       .96       (19.67 )     (18.71 )     (.86 )     (3.34 )     (4.20 )     25.31       (42.21 )     124       1.52       1.48       2.54  
Year ended 11/30/2007
    42.55       .87       7.34       8.21       (.74 )     (1.80 )     (2.54 )     48.22       20.20       153       1.56       1.52       1.93  
Year ended 11/30/2006
    36.78       .62       7.21       7.83       (.62 )     (1.44 )     (2.06 )     42.55       22.31       86       1.60       1.56       1.58  
Year ended 11/30/2005
    33.63       .53       3.93       4.46       (.51 )     (.80 )     (1.31 )     36.78       13.78       44       1.63       1.58       1.54  
Class R-2:
                                                                                                       
Year ended 11/30/2009
    25.25       .55       8.43       8.98       (.78 )     -       (.78 )     33.45       36.34       1,270       1.66       1.66       1.95  
Year ended 11/30/2008
    48.11       .93       (19.62 )     (18.69 )     (.83 )     (3.34 )     (4.17 )     25.25       (42.24 )     836       1.59       1.55       2.45  
Year ended 11/30/2007
    42.46       .86       7.33       8.19       (.74 )     (1.80 )     (2.54 )     48.11       20.18       1,246       1.59       1.53       1.93  
Year ended 11/30/2006
    36.70       .62       7.20       7.82       (.62 )     (1.44 )     (2.06 )     42.46       22.34       793       1.70       1.54       1.59  
Year ended 11/30/2005
    33.55       .54       3.93       4.47       (.52 )     (.80 )     (1.32 )     36.70       13.83       437       1.79       1.57       1.56  
Class R-3:
                                                                                                       
Year ended 11/30/2009
    25.37       .69       8.48       9.17       (.93 )     -       (.93 )     33.61       37.07       2,208       1.13       1.13       2.47  
Year ended 11/30/2008
    48.32       1.12       (19.70 )     (18.58 )     (1.03 )     (3.34 )     (4.37 )     25.37       (41.95 )     1,397       1.09       1.05       2.95  
Year ended 11/30/2007
    42.63       1.07       7.36       8.43       (.94 )     (1.80 )     (2.74 )     48.32       20.77       1,901       1.10       1.07       2.39  
Year ended 11/30/2006
    36.83       .80       7.24       8.04       (.80 )     (1.44 )     (2.24 )     42.63       22.86       1,138       1.13       1.09       2.05  
Year ended 11/30/2005
    33.67       .69       3.94       4.63       (.67 )     (.80 )     (1.47 )     36.83       14.34       628       1.15       1.12       2.00  
Class R-4:
                                                                                                       
Year ended 11/30/2009
    25.46       .78       8.50       9.28       (1.01 )     -       (1.01 )     33.73       37.46       1,840       .83       .83       2.76  
Year ended 11/30/2008
    48.48       1.23       (19.75 )     (18.52 )     (1.16 )     (3.34 )     (4.50 )     25.46       (41.77 )     1,159       .79       .76       3.25  
Year ended 11/30/2007
    42.76       1.21       7.38       8.59       (1.07 )     (1.80 )     (2.87 )     48.48       21.13       1,509       .81       .77       2.69  
Year ended 11/30/2006
    36.94       .92       7.26       8.18       (.92 )     (1.44 )     (2.36 )     42.76       23.28       860       .82       .78       2.35  
Year ended 11/30/2005
    33.76       .79       3.96       4.75       (.77 )     (.80 )     (1.57 )     36.94       14.68       435       .84       .81       2.29  
Class R-5:
                                                                                                       
Year ended 11/30/2009
    25.51       .88       8.51       9.39       (1.09 )     -       (1.09 )     33.81       37.89       1,598       .53       .53       3.18  
Year ended 11/30/2008
    48.58       1.35       (19.80 )     (18.45 )     (1.28 )     (3.34 )     (4.62 )     25.51       (41.61 )     1,399       .50       .46       3.54  
Year ended 11/30/2007
    42.84       1.36       7.38       8.74       (1.20 )     (1.80 )     (3.00 )     48.58       21.49       1,921       .50       .47       3.01  
Year ended 11/30/2006
    37.01       1.04       7.26       8.30       (1.03 )     (1.44 )     (2.47 )     42.84       23.63       1,023       .52       .48       2.64  
Year ended 11/30/2005
    33.81       .91       3.96       4.87       (.87 )     (.80 )     (1.67 )     37.01       15.06       541       .54       .50       2.63  
Class R-6:
                                                                                                       
Period from 5/1/2009 to 11/30/2009
    26.05       .51       7.85       8.36       (.59 )     -       (.59 )     33.82       32.50       517       .49 (6)     .49 (6)     2.84 (6)
 
 
   
Year ended November 30
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
Portfolio turnover rate for all classes of shares
    44 %     37 %     30 %     30 %     26 %
 
 
(1)Based on operations for the periods shown (unless otherwise noted) and, accordingly, may not be representative of a full year.
                 
(2)Based on average shares outstanding.
                       
(3) For the year ended November 30, 2007, this column reflects the impact of a corporate action event that resulted in a one-time increase to net investment income.  If the corporate action had not occurred, the Class A net investment income per share and ratio of net income to average net assets would have been lower by $0.13 and 0.29%, respectively.  The impact to the other share classes would have been approximately the same.
(4)Total returns exclude any applicable sales charges, including contingent deferred sales charges.
                     
(5)This column reflects the impact, if any, of certain reimbursements/waivers from CRMC. During some of the periods shown, CRMC reduced fees for investment advisory services. In addition, during some of the periods shown, CRMC paid a portion of the fund's transfer agent fees for certain retirement plan share classes.
(6)Annualized.
                         
                           
See Notes to Financial Statements
                         
 
 
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Shareholders of Capital World Growth and Income Fund, Inc.:


In our opinion, the accompanying statement of assets and liabilities, including the summary investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Capital World Growth and Income Fund, Inc. (the "Fund") at November 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities owned at November 30, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
Los Angeles, California
January 8, 2010