Capital Income Builder, et al. – ‘486BPOS’ on 2/15/02 – EX-99.A CHARTER

On:  Friday, 2/15/02   ·   Effective:  2/15/02   ·   Accession #:  811968-2-3   ·   File #s:  33-12967, 811-05085

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Post-Effective Amendment to an N-2   —   Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 486BPOS     Post-Effective Amendment to an N-2                   111    646K 
 2: EX-99.A CHARTER  Miscellaneous Exhibit                             3±    12K 
 3: EX-99.E UNDR CONTR  Miscellaneous Exhibit                         24±    91K 
 4: EX-99.G CUST AGREEMT  Miscellaneous Exhibit                       23±    88K 
 5: EX-99.H OTH MAT CONT  Miscellaneous Exhibit                        7±    29K 
 6: EX-99.I LEGAL OPININ  Miscellaneous Exhibit                        1      8K 
 7: EX-99.J OTHER OPININ  Miscellaneous Exhibit                        1      6K 
 8: EX-99.M 12B-1 PLAN  Miscellaneous Exhibit                         22±    84K 
 9: EX-99.N 18F-3 PLAN  Miscellaneous Exhibit                          6±    26K 
10: EX-99.P CODE ETH  Miscellaneous Exhibit                            7±    27K 

EX-99.A CHARTER   —   Miscellaneous Exhibit

CAPITAL INCOME BUILDER, INC.
ARTICLES SUPPLEMENTARY

Capital Income Builder, Inc., a Maryland corporation having its principal       
office in Baltimore, Maryland (the "Corporation"), hereby certifies to the      
State Department of Assessments and Taxation of Maryland that:                  

FIRST:  (a)  The Board of Directors of the Corporation has divided and further
classified the unissued shares of the authorized common stock of the            
Corporation into 10 additional classes, designated "Class R-1", "Class R-2",    
"Class R-3", "Class R-4", "Class R-5", "Class 529-A", "Class 529-B", "Class     
529-C", "Class 529-E"and "Class 529-F".  The remaining shares of common stock,  
including the shares currently issued and outstanding, shall consist of the     
previously designated Class A, Class B, Class C and Class F shares.  The        
authorized shares of each such class of common stock shall consist of the sum   
of (x) the outstanding shares of that class and (y) one-fourteenth (1/14) of    
the authorized but unissued shares of all classes of common stock; PROVIDED     
HOWEVER, that in the event application of the above formula would result, at    
the time, in fractional shares of one or more classes, the number of authorized 
shares of each such class shall be rounded down to the nearest whole number of  
shares; and PROVIDED, FURTHER, that at all times the aggregate number of        
authorized Class A, Class B, Class C, Class F, Class R-1, Class R-2, Class R-3, 
Class R-4, Class R-5, Class 529-A, Class 529-B, Class 529-C, Class 529-E and    
Class 529-F shares of common stock shall not exceed the authorized number of    
shares of common stock (I.E., 400,000,000 shares) until changed by action of    
the Board of Directors in accordance with Section 2-208.1 of the Maryland       
General Corporation Law).                                                       

(b)  The preferences, conversion and other rights, voting powers,             
restrictions, limitations as to dividends, qualifications, and terms and        
conditions of redemption of the Class A, Class B, Class C and Class F shares    
are set forth in the Charter of the Corporation.  The preferences, conversion   
and other rights, voting powers, restrictions, limitations as to dividends,     
qualifications, and terms and conditions of redemption of the Class R-1, Class  
R-2, Class R-3, Class R-4, Class R-5, Class 529-A, Class 529-B, Class 529-C,    
Class 529-E and Class 529-F shares of the Corporation are set forth below.      

SECOND:  Except to the extent provided otherwise by the Charter of the        
Corporation, all classes of shares of the Corporation shall represent an equal  
proportionate interest in the assets of the Corporation (subject to the         
liabilities of the Corporation) and each share shall have identical voting,     
dividend, liquidation and other rights; PROVIDED, HOWEVER, that notwithstanding 
anything in the Charter of the Corporation to the contrary:                     

(i)  Each class of shares of the Corporation may be issued and sold subject to
different sales loads or charges, whether initial, deferred or contingent, or   
any combination thereof, as may be established from time to time by the Board   
of Directors in accordance with the Investment Company Act of 1940 and          
applicable rules and regulations of self-regulatory organizations and as shall  
be set forth in the applicable prospectus for the shares;                       

(ii)  Expenses, costs and charges which are determined by or under the        
supervision of the Board of Directors to be attributable to the shares of a     
particular class may be charged to that class and appropriately reflected in    
the net asset value of, or dividends payable on, the shares of that class;      

(iii)  On a business day no later than the fifteenth day of the first calendar
month following the expiration of a 96-month period commencing on the first     
calendar month during which Class 529-B shares were purchased by a holder       
thereof, such shares (as well as a pro rata portion of any Class 529-B shares   
purchased through the reinvestment of dividends or other distributions paid on  
all Class 529-B shares held by such holder) shall automatically convert to      
Class 529-A shares on the basis of the respective net asset values of the Class 
529-B shares and the Class 529-A shares on the conversion date; PROVIDED,       
HOWEVER, that the Board of Directors, in its sole discretion, may suspend the   
conversion of Class 529-B shares if any conversion of such shares would         
constitute a taxable event under federal income tax law (in which case the      
holder of such Class 529-B shares shall have the right to exchange from time to 
time any or all of such Class 529-B shares held by such holder for Class 529-A  
shares on the basis of the respective net asset values of the Class 529-B       
shares and the Class 529-A shares on the applicable exchange date and without   
the imposition of a sales charge or fee); and PROVIDED, FURTHER, that           
conversion (or exchange) of Class 529-B shares represented by stock             
certificates shall be subject to tender of such certificates; and               

(iv)  Subject to the foregoing paragraph and provisions in the Charter of the 
Corporation pertaining to the exchange rights of Class B and Class C shares,    
each class of shares of the Corporation may have such different exchange rights 
as the Board of Directors shall provide in compliance with the Investment       
Company Act of 1940.                                                            

THIRD:  The foregoing amendment to the Charter of the Corporation does not    
increase the authorized capital stock of the Corporation.                       

FOURTH:  The aforesaid shares have been duly classified by the Board of       
Directors pursuant to authority and power contained in the Charter of the       
Corporation.                                                                    

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in 
its name and on its behalf by its Vice Chairman of the Board and attested by    
its Secretary on this 9th day of January, 2002.                                 

CAPITAL INCOME BUILDER, INC.                                              
By:  /s/ Paul G. Haaga, Jr.                                               
Paul G. Haaga, Jr.                                                      
Vice Chairman of the Board                                              

ATTEST:                                                                         
By:  /s/ Vincent P. Corti                                                       
Vincent P. Corti                                                              
Secretary                                                                     

The undersigned, Vice Chairman of the Board of Capital Income Builder, Inc.,  
who executed on behalf of said Corporation the foregoing Articles Supplementary 
of which this certificate is made a part, hereby acknowledges in the name and   
on behalf of the Corporation the foregoing Articles Supplementary to be the     
corporate act of the Corporation and hereby certifies that, to the best of his  
knowledge, information and belief, the matters and facts set forth therein with 
respect to the authorization and approval thereof are true in all material      
respects under the penalties of perjury.                                        

/s/ Paul G. Haaga, Jr.                                                
Paul G. Haaga, Jr.                                                      
Vice Chairman of the Board