Growth Fund of America, Inc.

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Prospectus Supplement

September 1, 2006

For the following funds with prospectuses dated

October 1, 2005 - July 1, 2006

AMCAP Fund,® Inc.

American Balanced Fund,® Inc.

American High-Income Municipal Bond Fund,® Inc.

American High-Income Trust^SM

American Mutual Fund,® Inc.

The Bond Fund of America,^SM Inc.

Capital Income Builder,® Inc.

Capital World Bond Fund,® Inc.

Capital World Growth and Income Fund,^SM Inc.

EuroPacific Growth Fund®

Fundamental Investors,^SM Inc.

The Growth Fund of America,® Inc.

The Income Fund of America,® Inc.

Intermediate Bond Fund of America®

The Investment Company of America®

Limited Term Tax-Exempt Bond Fund of America^SM

The New Economy Fund®

New Perspective Fund,® Inc.

New World Fund,^SM Inc.

SMALLCAP World Fund,® Inc.

The Tax-Exempt Bond Fund of America,® Inc.

The Tax-Exempt Fund of California®

The Tax-Exempt Fund of Maryland®

The Tax-Exempt Fund of Virginia®

U.S. Government Securities Fund^SM

Washington Mutual Investors Fund,^SM Inc.

Please keep this Supplement with your copy of the Prospectus and/or the Retirement Plan Prospectus.

Beginning September 1, 2006, the paragraph regarding the statement of intention in the "Sales charge reductions and waivers" section of the Prospectus and in the "Sales charge reductions" section of the Retirement Plan Prospectus is amended in its entirety to read as follows:

Prospectus

Statement of intention

You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine the market value of your holdings eligible for aggregation with all American Funds non-money market fund purchases of all share classes you intend to make over a 13-month period (including individual holdings in and purchases of various American Legacy variable annuity contracts and variable life insurance policies) to determine the applicable sales charge; however, investments made under a right of reinvestment, appreciation of your investment, and reinvested dividends and capital gains do not apply toward these combined purchases. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See "Sales charges" for more information.

Retirement Plan Prospectus

Statement of intention

You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows the market value of your holdings eligible for aggregation to be combined with all American Funds non-money market fund purchases of all share classes intended to be made over a 13-month period to determine the applicable sales charge; however, investments made under a right of reinvestment, appreciation of your investment, and reinvested dividends and capital gains do not apply toward these combined purchases. A portion of the account may be held in escrow to cover additional Class A sales charges that may be due if total investments over the 13-month period do not qualify for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See "Sales charges" for more information.

Beginning September 1, 2006, the paragraph regarding the multiple portfolio counselor system in the "Management and organization" section of the Prospectus and of the Retirement Plan Prospectus is amended in its entirety to read as follows:

Multiple portfolio counselor system

Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. Counselors decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to a fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company.

MFGEBS-004-0806P Litho in USA CGD/MW/9335-S8428

<PAGE>

THE GROWTH FUND OF AMERICA, INC.

Part B
Statement of Additional Information

November 1, 2005
(as supplemented September 1, 2006)

This document is not a prospectus but should be read in conjunction with the
current prospectus or retirement plan prospectus of The Growth Fund of America,
Inc. (the "fund" or "GFA") dated November 1, 2005. You may obtain a prospectus
from your financial adviser or by writing to the fund at the following address:

The Growth Fund of America, Inc.
Attention: Secretary
One Market
Steuart Tower, Suite 1800
San Francisco, California 94120
415/421-9360

Shareholders who purchase shares at net asset value through eligible retirement
plans should note that not all of the services or features described below may
be available to them. They should contact their employers for details.

TABLE OF CONTENTS

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

Certain investment limitations and guidelines . . . . . . . . . . . 2
Description of certain securities and investment techniques . . . . 2
Fundamental policies and investment restrictions. . . . . . . . . . 7
Management of the fund . . . . . . . . . . . . . . . . . . . . . . 9
Execution of portfolio transactions . . . . . . . . . . . . . . . . 29
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . . 30
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . . 33
Purchase and exchange of shares . . . . . . . . . . . . . . . . . . 38
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Sales charge reductions and waivers . . . . . . . . . . . . . . . . 43
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Shareholder account services and privileges . . . . . . . . . . . . 47
General information . . . . . . . . . . . . . . . . . . . . . . . . 50
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Financial statements

The Growth Fund of America -- 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.

OBJECTIVE

. The fund will invest at least 65% of its assets in securities of companies
that appear to offer superior opportunities for growth of capital.

DEBT SECURITIES

. The fund may invest up to 10% of its assets in nonconvertible debt
securities (i.e., debt securities that do not have equity conversion or
purchase rights) rated Ba or below by Moody's Investors Service ("Moody's")
and BB or below by Standard & Poor's Corporation ("S&P") or unrated but
determined to be of equivalent quality.

NON-U.S. SECURITIES

. The fund may invest up to 15% of its assets in securities of issuers
domiciled outside the United States and Canada and not included in the S&P
500 Composite Index.

* * * * * *

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

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
and may also include securities with equity conversion or purchase rights. The
prices of equity securities fluctuate based on, among other things, events
specific to their issuers and market, economic and other conditions.

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.

The growth-oriented, equity-type securities generally purchased by the fund may
involve large price swings and potential for loss.

INVESTING IN SMALLER CAPITALIZATION STOCKS -- The fund may invest in the stocks
of smaller capitalization companies (typically companies with market
capitalizations of less than $2.0 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

The Growth Fund of America -- Page 2
<PAGE>

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 markets or financial
resources, may be dependent for management on one or a few key persons 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 interest and may repay the amount borrowed
periodically during the life of the security and 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 accrue interest at the
applicable coupon rate over a specified time period. 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 Ba or below by Moody's and/or BB or below by
S&P or unrated but determined 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.

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 would 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.

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 Growth Fund of America -- Page 3
<PAGE>

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.

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 and vice versa. Some
types of convertible bonds or preferred stocks automatically convert into common
stocks. The prices and yields of nonconvertible preferred stocks generally move
with changes in interest rates and the issuer's credit quality, similar to the
factors affecting debt securities. Certain of these securities will be treated
as debt for fund investment limit purposes.

Convertible bonds, convertible preferred stocks and other securities may
sometimes be converted, or may automatically convert, into common stocks or
other securities at a stated conversion ratio. 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 value varies in
response to many factors, including the value of the underlying assets, 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.

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.

INVESTING IN VARIOUS COUNTRIES -- 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
and legal standards and practices in some countries; changing local, regional
and global economic, political and social conditions; expropriation; changes in
tax policy; greater market volatility; differing 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 western Europe. Historically, the markets of
developing countries have been more volatile than the markets of developed
countries. The fund may invest in securities of issuers in developing countries
only to a limited extent.

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.

The Growth Fund of America -- Page 4
<PAGE>

RESTRICTED OR ILLIQUID SECURITIES -- The fund may purchase securities subject to
restrictions on resale. Difficulty in selling such securities may result in a
loss or be costly to the fund. Restricted securities generally can be sold in
privately negotiated transactions, 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.

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.

U.S. GOVERNMENT OBLIGATIONS -- U.S. government obligations are securities 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 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 BACKED BY "FULL FAITH AND CREDIT" -- 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 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.

FORWARD COMMITMENTS -- 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. When the fund agrees to sell such securities, it does not participate
in further gains or losses with respect to the securities beginning on the date
of the agreement. If the other party to such a transaction fails to deliver or

The Growth Fund of America -- Page 5
<PAGE>

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.

CASH AND CASH EQUIVALENTS -- These 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.

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. The fund does not currently intend to engage in
this investment practice over the next 12 months.

* * * * * *

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

The Growth Fund of America -- Page 6
<PAGE>

greater transaction costs in the form of dealer spreads or brokerage
commissions, and may result in the realization of net capital gains, which are
taxable when distributed to shareholders.

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.

A fund's portfolio turnover rate would equal 100% if each security in the fund's
portfolio were replaced once per year. The fund's portfolio turnover rates for
the fiscal years ended August 31, 2005 and 2004 were 20% and 19%, respectively.
See "Financial highlights" in the prospectus for the fund's annual portfolio
turnover rate for each of the last five fiscal years.

FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES -- The fund has adopted the following fundamental policies
and investment restrictions, which may not be changed without approval by
holders of a majority of its outstanding shares. Such majority is 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 outstanding voting securities present at a
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. All percentage limitations are considered at the time
securities are purchased and are based on the fund's net assets unless otherwise
indicated. None of the following investment restrictions 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.

The fund may not:

1. Purchase the securities of any issuer, except the U.S. government or any
subdivision thereof, if upon such purchase more than 5% of the value of its
total assets would consist of securities of such issuer.

2. Purchase the securities of companies in a particular industry (other than
securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities) if thereafter 25% or more of the value of its total assets
would consist of securities issued by companies in that industry.

3. Purchase more than 10% of the voting or non-voting securities of any one
issuer.

4. Invest more than 15% of the value of its assets in securities that are
illiquid.

5. Purchase securities on margin.

6. Purchase or sell any real estate unless acquired as a result of ownership
of securities or other instruments (this shall not prevent the fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business).

7. Make loans to anyone (the purchase of a portion of an issue of bonds,
debentures or other securities, whether or not on the original issue of such
securities, is not to be considered the making of a loan).

The Growth Fund of America -- Page 7
<PAGE>

8. Borrow more than an amount equal to 5% of the value of its total assets,
determined immediately after the time of the borrowing, and then only from
banks, as a temporary measure for extraordinary or emergency purposes.

9. Invest in the securities of any issuer for the purpose of exercising
control or management.

10. Deal in commodities or commodity contracts.

11. Act as underwriter of securities issued by other persons.

For purposes of Investment Restriction #4, the fund will not invest more than
15% of its net assets in illiquid securities. Furthermore, Investment
Restriction #10 does not prevent the fund from engaging in transactions
involving forward currency contracts.

NONFUNDAMENTAL POLICIES -- The following policies may be changed without
shareholder approval.

1. The fund does not currently intend to sell securities short, except to the
extent that the fund contemporaneously owns, or has the right to acquire at no
additional cost, securities identical to those sold short.

2. The fund may not invest in securities of other investment companies, except
as permitted by the 1940 Act.

3. The fund may not issue senior securities, except as permitted by the 1940
Act.

The Growth Fund of America -- Page 8
<PAGE>

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS

YEAR FIRST NUMBER OF PORTFOLIOS
POSITION ELECTED WITHIN THE FUND
WITH THE A DIRECTOR PRINCIPAL OCCUPATION(S) DURING COMPLEX/2/ OVERSEEN
NAME AND AGE FUND OF THE FUND/1/ PAST FIVE YEARS BY DIRECTOR
--------------------------------------------------------------------------------------------------------------------
"NON-INTERESTED" DIRECTORS/4/
--------------------------------------------------------------------------------------------------------------------

Joseph C. Director 2003 Chairman of the Board and CEO,
Berenato Ducommun Incorporated (aerospace
Age: 59 components manufacturer)
--------------------------------------------------------------------------------------------------------------------
Robert J. Denison Director 2005 Chair, First Security Management 6
Age: 64 (private investments)
--------------------------------------------------------------------------------------------------------------------
Robert A. Fox Director 1970 Managing General Partner, Fox 7
Age: 68 Investments LP; retired President
and CEO, Foster Farms (poultry
producer)
--------------------------------------------------------------------------------------------------------------------
Leonade D. Jones Director 1993 Co-founder, VentureThink LLC 6
Age: 57 (developed and managed e-commerce
businesses) and Versura, Inc.
(education loan exchange); former
Treasurer, The Washington Post
Company
--------------------------------------------------------------------------------------------------------------------
John G. McDonald Director 1976 Professor of Finance, Graduate School 8
Age: 68 of Business, Stanford University
--------------------------------------------------------------------------------------------------------------------
Gail L. Neale Director 1998 President, The Lovejoy Consulting 6
Age: 70 Group, Inc. (a pro bono consulting
group advising nonprofit
organizations)
--------------------------------------------------------------------------------------------------------------------
Henry E. Riggs Chairman of 1989 President Emeritus, Keck Graduate 4
Age: 70 the Board Institute of Applied Life Sciences
(independent
and
Non-Executive)
and Director
--------------------------------------------------------------------------------------------------------------------
Patricia K. Woolf Director 1985 Private investor; corporate director; 6
Age: 71 former lecturer, Department of
Molecular Biology, Princeton
University
--------------------------------------------------------------------------------------------------------------------

OTHER DIRECTORSHIPS/3/ HELD
NAME AND AGE BY DIRECTOR
-----------------------------------------------------
"NON-INTERESTED" DIRECTORS/4/
-----------------------------------------------------

Joseph C. Ducommun Incorporated
Berenato
Age: 59
-----------------------------------------------------
Robert J. Denison None
Age: 64
-----------------------------------------------------
Robert A. Fox Chemtura Corporation
Age: 68
-----------------------------------------------------
Leonade D. Jones None
Age: 57
-----------------------------------------------------
John G. McDonald iStar Financial, Inc.; Plum
Age: 68 Creek Timber Co.; Scholastic
Corporation; Varian, Inc.
-----------------------------------------------------
Gail L. Neale None
Age: 70
-----------------------------------------------------
Henry E. Riggs None
Age: 70
-----------------------------------------------------
Patricia K. Woolf First Energy Corporation
Age: 71
-----------------------------------------------------

The Growth Fund of America -- Page 9

<PAGE>

PRINCIPAL OCCUPATION(S) DURING
YEAR FIRST PAST FIVE YEARS AND
ELECTED POSITIONS HELD NUMBER OF PORTFOLIOS
POSITION A DIRECTOR WITH AFFILIATED ENTITIES WITHIN THE FUND OTHER DIRECTORSHIPS/3/
WITH THE AND/OR OFFICER OR THE PRINCIPAL UNDERWRITER COMPLEX/2/ OVERSEEN HELD
NAME AND AGE FUND OF THE FUND/1/ OF THE FUND BY DIRECTOR BY DIRECTOR
-----------------------------------------------------------------------------------------------------------------------------------

"INTERESTED" DIRECTORS/5/
-----------------------------------------------------------------------------------------------------------------------------------
James F. Vice 1997 Chairman of the Board, Capital 2 None
Rothenberg Chairman Research and Management Company;
Age: 59 of the Director, American Funds
Board Distributors, Inc.*; Director,
The Capital Group Companies, Inc.*;
Director, Capital Group Research, Inc.*
-----------------------------------------------------------------------------------------------------------------------------------
Donald D. O'Neal President 1995 Senior Vice President, Capital 3 None
Age: 45 Research and Management Company

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

The Growth Fund of America -- Page 10

<PAGE>

PRINCIPAL OCCUPATION(S) DURING
POSITION YEAR FIRST ELECTED PAST FIVE YEARS AND POSITIONS HELD
WITH THE AN OFFICER WITH AFFILIATED ENTITIES
NAME AND AGE FUND OF THE FUND/1/ OR THE PRINCIPAL UNDERWRITER OF THE FUND
-----------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
-----------------------------------------------------------------------------------------------------------------------------------

Gordon Crawford Senior Vice 1992 Senior Vice President and Director, Capital Research and
Age: 58 President Management Company
-----------------------------------------------------------------------------------------------------------------------------------
Paul G. Haaga, Jr. Senior Vice 1994 Vice Chairman of the Board, Capital Research and Management
Age: 56 President Company; Director, The Capital Group Companies, Inc.*
-----------------------------------------------------------------------------------------------------------------------------------
Bradley J. Vogt/6/ Senior Vice 1999 President and Director, Capital Research Company*; Director,
Age: 40 President American Funds Distributors, Inc.*
-----------------------------------------------------------------------------------------------------------------------------------
Richard M. Vice President 1992 Director, Capital Research and Management Company; Senior
Beleson/6/ Vice President, Capital Research Company*
Age: 51
-----------------------------------------------------------------------------------------------------------------------------------
Michael T. Kerr Senior Vice 1998 Vice President, Capital Research and Management Company;
Age: 46 President Senior Vice President, Capital Research Company*
-----------------------------------------------------------------------------------------------------------------------------------
Mark E. Merritt/6/ Vice President 2004 Vice President, Capital Research Company*
Age: 36
-----------------------------------------------------------------------------------------------------------------------------------
Patrick F. Quan Secretary 1986 - 1998 Vice President - Fund Business Management Group, Capital
Age: 47 2000 Research and Management Company
-----------------------------------------------------------------------------------------------------------------------------------
Jeffrey P. Regal Treasurer 2006 Vice President - Fund Business Management Group, Capital
Age: 35 Research and Management Company
-----------------------------------------------------------------------------------------------------------------------------------
David A. Pritchett Assistant Treasurer 1999 Vice President - Fund Business Management Group, Capital
Age: 39 Research and Management Company
-----------------------------------------------------------------------------------------------------------------------------------

The Growth Fund of America -- Page 11

<PAGE>

* Company affiliated with Capital Research and Management Company.
/1/ Directors and officers of the fund serve until their resignation, removal or
retirement.
/2/ Capital Research and Management Company manages the American Funds, consisting
of 29 funds. Capital Research and Management Company also manages American
Funds Insurance Series,(R) which serves as the underlying investment vehicle
for certain variable insurance contracts, and Endowments, whose shareholders
are limited to certain nonprofit organizations.
/3/ This includes all directorships (other than those of the American Funds) that
are held by each Director as a director of a public company or a registered
investment company.
/4/ A "Non-interested" Director refers to a Director who is not an "interested
person" within the meaning of the 1940 Act, on the basis of his or her
affiliation with the fund's investment adviser, Capital Research and Management
Company, or affiliated entities (including the fund's principal underwriter).
/5/ "Interested persons," 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, except Messrs. Beleson, Merritt and Vogt, 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: FUND SECRETARY.

The Growth Fund of America -- Page 12

<PAGE>

FUND SHARES OWNED BY DIRECTORS AS OF DECEMBER 31, 2004

AGGREGATE DOLLAR RANGE/1/
OF SHARES
OWNED IN ALL FUNDS
IN THE AMERICAN FUNDS
DOLLAR RANGE/1/ OF FUND FAMILY OVERSEEN
NAME SHARES OWNED BY DIRECTOR
-------------------------------------------------------------------------------

"NON-INTERESTED" DIRECTORS
-------------------------------------------------------------------------------
Joseph C. Berenato $50,001 - $100,000 $50,001 - $100,000
-------------------------------------------------------------------------------
Robert J. Denison/3/ Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Robert A. Fox Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Leonade D. Jones $10,001 - $50,000 Over $100,000
-------------------------------------------------------------------------------
John G. McDonald Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Gail L. Neale $50,001 - $100,000 Over $100,000
-------------------------------------------------------------------------------
Henry E. Riggs Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Patricia K. Woolf Over $100,000 Over $100,000
-------------------------------------------------------------------------------
"INTERESTED" DIRECTORS/2/
-------------------------------------------------------------------------------
Donald D. O'Neal Over $100,000 Over $100,000
-------------------------------------------------------------------------------
James F. Rothenberg Over $100,000 Over $100,000
-------------------------------------------------------------------------------

/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/ "Interested persons," 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).
/3/ Elected effective February 17, 2005; value of fund shares owned February 25,
2005.

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 fund typically pays each Non-interested Director an annual fee
of $21,000. If the aggregate annual fees paid to a Non-interested Director by
all funds advised by the investment adviser is less than $50,000, that
Non-interested Director would be eligible for a $50,000 alternative fee. This
alternative fee is paid by those funds for which the Non-interested Director
serves as a director on a pro-rata basis according to each fund's relative share
of the annual fees that it would typically pay. The alternative fee reflects the
significant time and labor commitment required for a director to oversee even
one fund. A Non-interested Director who is chairman of the board (an
"independent chair") also receives an additional annual fee of $25,000, paid in
equal portions by the fund and the funds whose boards and committees typically
meet jointly with those of the fund. The fund pays to its independent chair an
attendance fee (as described below) for each meeting of a committee of the Board
of Directors attended as a non-voting ex-officio member.

In addition, the fund generally pays to Non-interested Directors fees of (a)
$2,500 for each Board of Directors meeting attended and (b) $1,500 for each
meeting attended as a member of a committee of the Board of Directors, (or $1,000
for each joint meeting of committees of the boards of American Balanced
Fund, Inc., Fundamental Investors, Inc., The Growth Fund of America, Inc. and
The Income Fund of America, Inc.).

The Growth Fund of America -- Page 13
<PAGE>

Non-interested Directors also receive attendance fees of (a) $2,500 for each
director seminar or information session organized by the investment adviser, (b)
$1,500 for each joint audit committee meeting with all other audit committees of
funds advised by the investment adviser and (c) $500 for each meeting of the
board or committee chairs of other funds advised by the investment adviser. The
fund and the other funds served by each Non-interested Director each pay an
equal portion of these attendance fees.

The Nominating Committee of the Board of Directors, a Committee comprised
exclusively of Non-interested Directors, reviews Director compensation
periodically, and typically recommends adjustments every other year. In making
its recommendations, the Nominating Committee considers a number of factors,
including operational, regulatory and other developments affecting the
complexity of the Board's oversight obligations, as well as comparative industry
data. In lieu of meeting attendance fees, members of the Proxy Committee receive
an annual retainer fee of $4,500 per committee from the fund if they serve as a
member of four proxy committees, or $6,250 per committee if they serve as a member
of two proxy committees, meeting jointly.

No pension or retirement benefits are accrued as part of fund expenses.
Non-interested 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 Non-interested Directors.

DIRECTOR COMPENSATION PAID DURING THE FISCAL YEAR ENDED AUGUST 31, 2005

TOTAL COMPENSATION (INCLUDING
VOLUNTARILY DEFERRED
AGGREGATE COMPENSATION 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/ $39,500 $141,000
---------------------------------------------------------------------------------------------------------------------------
Robert J. Denison/3/, /4/ 25,250 69,008
---------------------------------------------------------------------------------------------------------------------------
Robert A. Fox/3/ 46,358 278,500
---------------------------------------------------------------------------------------------------------------------------
Leonade D. Jones/3/ 47,499 244,000
---------------------------------------------------------------------------------------------------------------------------
John G. McDonald/3/ 45,250 341,500
---------------------------------------------------------------------------------------------------------------------------
Gail L. Neale/3/ 37,200 146,500
---------------------------------------------------------------------------------------------------------------------------
Henry E. Riggs/3/ 39,000 148,000
---------------------------------------------------------------------------------------------------------------------------
Patricia K. Woolf/3/ 42,166 218,000
---------------------------------------------------------------------------------------------------------------------------

/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 for the fiscal year ended August
31, 2005, includes earnings on amounts deferred in previous fiscal years.
/2/ Capital Research and Management Company manages the American Funds, consisting
of 29 funds. Capital Research and Management Company also manages American
Funds Insurance Series,(R) which serves as the underlying investment vehicle
for certain variable insurance contracts, and Endowments, whose shareholders
are limited 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 2005
fiscal year for participating Directors is as follows: Joseph C. Berenato
($72,765), Robert J. Denison ($26,480), Robert A. Fox ($545,473), Leonade D.
Jones ($125,036), John G. McDonald ($440,240), Gail L. Neale ($7,691), Henry E.
Riggs ($496,520) and Patricia K. Woolf ($156,801). Amounts deferred and
accumulated earnings thereon are not funded and are general unsecured
liabilities of the fund until paid to the Directors.
/4/ Elected effective February 17, 2005.

The Growth Fund of America -- Page 14
<PAGE>

As of October 1, 2005, 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 Delaware
corporation in 1958 and reorganized as a Maryland corporation on September 22,
1983. 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.

Members of the Board who are not employed by the investment adviser or its
affiliates 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, including Class A, B, C, F,
529-A, 529-B, 529-C, 529-E, 529-F, R-1, R-2, R-3, R-4 and R-5 shares. The 529
share classes are available only through CollegeAmerica/(R)/ to investors
establishing qualified higher education savings accounts. The R share classes
are generally available only to employer-sponsored retirement plans. Class R-5
shares are also available to clients of the Personal Investment Management group
of Capital Guardian Trust Company who do not have an intermediary associated
with their accounts and without regard to the $1 million purchase minimum.

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 CollegeAmerica account owners 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 shares, the Virginia College Savings Plan/SM/ will
vote any proxies relating to fund 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 Growth Fund of America -- Page 15
<PAGE>

The fund's Articles of Incorporation and by-laws as well as separate
indemnification agreements that the fund has entered into with Non-interested
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.

COMMITTEES OF THE BOARD OF DIRECTORS -- The fund has an Audit Committee
comprised of Joseph C. Berenato, Robert J. Denison, Robert A. Fox and Leonade D.
Jones, 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. Five Audit Committee meetings were held during
the 2005 fiscal year.

The fund has a Governance and Contracts Committee comprised of Joseph C.
Berenato, Robert J. Denison, Robert A. Fox, Leonade D. Jones, John G. McDonald,
Gail L. Neale, Henry E. Riggs and Patricia K. Woolf, 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. Two Governance and Contracts Committee meetings were held during
the 2005 fiscal year.

The fund has a Nominating Committee comprised of Joseph C. Berenato, John G.
McDonald, Gail L. Neale and Patricia K. Woolf, 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 Non-interested 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. Four Nominating Committee
meetings were held during the 2005 fiscal year.

The fund has a Proxy Committee comprised of Robert A. Fox, Leonade D. Jones,
John G. McDonald and Patricia K. Woolf, none of whom is an "interested person"
of the fund within the meaning of the 1940 Act. The Committee's functions
include establishing and reviewing procedures and policies for voting proxies of
companies held in the fund's portfolio, making determinations with regard to
certain contested proxy voting issues, and discussing related current issues.
Four Proxy Committee meetings were held during the 2005 fiscal year.

The Growth Fund of America -- Page 16
<PAGE>

PROXY VOTING PROCEDURES AND GUIDELINES -- The fund and its investment adviser
have adopted Proxy Voting Guidelines (the "Guidelines") with respect to voting
proxies of securities held by the fund, other American Funds, Endowments and
American Funds Insurance Series. Certain American Funds, including the fund,
have established separate proxy committees that vote proxies or delegate to a
voting officer the authority to vote on behalf of those funds. Proxies for all
other funds are voted by a committee of the investment adviser under authority
delegated by those funds' Boards. Therefore, if more than one fund invests in
the same company, they may vote differently on the same proposal.

All U.S. proxies are voted. Non-U.S. proxies also are voted, provided there is
sufficient time and information available. After a proxy is received, the
investment adviser prepares a summary of the proposals in the proxy. A
discussion of any potential conflicts of interest is also included in the
summary. After reviewing the summary, one or more research analysts familiar
with the company and industry make a voting recommendation on the proxy
proposals. A second recommendation is made by a proxy coordinator (a senior
investment professional) based on the individual's knowledge of the Guidelines
and familiarity with proxy-related issues. The proxy summary and voting
recommendations are then sent to the appropriate proxy voting committee for the
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 committee members are
alerted to the potential conflict. The proxy 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 Guidelines, 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 Guidelines 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 or (b) on the SEC's
website at www.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 Guidelines is available upon request, free
of charge, by calling American Funds Service Company at 800/421-0180 or visiting
the American Funds website.

DIRECTOR MATTERS -- The election of a company's slate of nominees for
director is generally 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 may also be
supported. Typically, proposals to declassify the board (elect all
directors annually) are supported based on the belief that this increases
the directors' sense of accountability to shareholders.

The Growth Fund of America -- Page 17
<PAGE>

SHAREHOLDER RIGHTS -- Proposals to repeal an existing poison pill, to
provide for confidential voting and to provide for cumulative voting are
usually supported. 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 are not typically 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 are generally voted in favor of
management's recommendations unless circumstances indicate otherwise.

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 October 1, 2005. Unless
otherwise indicated, the ownership percentages below represent ownership of
record rather than beneficial ownership.

NAME AND ADDRESS OWNERSHIP PERCENTAGE
-------------------------------------------------------------------------------

Edward D. Jones & Co. Class A 13.68%
201 Progress Parkway Class B 6.37
Maryland Heights, MO 63043-3009
-------------------------------------------------------------------------------
MLPF&S Class B 5.56
4800 Deer Lake Drive East, Floor 2 Class C 20.44
Jacksonville, FL 32246-6484 Class R-3 9.77
Class R-4 6.18
-------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Class B 5.49
333 W. 34th Street Class C 11.70
New York, NY 10001-2402 Class F 5.35
-------------------------------------------------------------------------------
Dean Witter Reynolds Class B 5.10
3 Harborside Plaza, 6th Floor
Jersey City, NJ 07311-3907
-------------------------------------------------------------------------------
Charles Schwab & Co., Inc. Class F 13.98
101 Montgomery Street Class R-4 8.04
San Francisco, CA 94104-4122
-------------------------------------------------------------------------------
Hartfold Life Insurance Co. Class R-1 15.38
P.O. Box 2999 Class R-3 5.63
Hartford, CT 06104-2999
-------------------------------------------------------------------------------
ING National Trust Class R-2 6.15
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
-------------------------------------------------------------------------------
ING Life Insurance & Annuity Class R-3 7.16
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
-------------------------------------------------------------------------------
Nationwide Trust Company Class R-3 6.88
P.O. Box 182029
Columbus, OH 43218-2029
-------------------------------------------------------------------------------
John Hancock Life Insurance Co., USA Class R-3 5.74
250 Bloor Street, East, 7th Floor
Toronto Ontario
Canada M4W 1E5
-------------------------------------------------------------------------------
Delaware Charter Guarantee & Trust Principal Class R-3 5.46
Financial Group
711 High Street
Des Moines, IA 50392-0001
-------------------------------------------------------------------------------
Fidelity Investments Institutional Operations Co. Class R-4 9.95
100 Magellan Way, KWIC Class R-5 11.56
Covington, KY 41015-1999
-------------------------------------------------------------------------------

The Growth Fund of America -- Page 18
<PAGE>

INVESTMENT ADVISER -- Capital Research and Management Company, the 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 135 South State College Boulevard, Brea, CA
92821. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a
holding company for several investment management subsidiaries. The investment
adviser manages equity assets for the American Funds through two divisions.
These divisions generally function separately from each other with respect to
investment research activities and they make investment decisions for the funds
on a separate basis.

POTENTIAL CONFLICTS OF INTEREST -- The investment adviser has adopted policies
and procedures that address conflicts of interest that may arise between a
portfolio counselor's management of the fund and his or her management of other
funds and accounts. Potential areas of conflict could involve allocation of
investment opportunities and trades among funds and accounts, use of information
regarding the timing of fund trades, personal investing activities, portfolio
counselor compensation and proxy voting of portfolio securities. The investment
adviser has adopted policies and procedures that it believes are reasonably
designed to address these conflicts. However, there is no guarantee that such
policies and procedures will be effective or that the investment adviser will
anticipate all potential conflicts of interest.

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 may manage assets in other mutual funds advised by Capital Research and
Management Company.

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

The Growth Fund of America -- Page 19
<PAGE>

portfolio results. Investment professionals also may participate in
profit-sharing plans. The relative mix of compensation represented by bonuses,
salary and profit-sharing will vary depending on the individual's portfolio
results, contributions to the organization and other factors. In order to
encourage a long-term focus, bonuses based on investment results are calculated
by comparing pretax total returns to relevant benchmarks over both the most
recent year and a four-year rolling average, with the greater weight placed on
the four-year rolling average. For portfolio counselors, benchmarks may include
measures of the marketplaces in which the relevant 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
also separately compensates analysts for the quality of their research efforts.
The benchmarks against which The Growth Fund of America portfolio counselors are
measured include: S&P 500 and Lipper Growth Funds Index (customized to remove
The Growth Fund of America and index funds).

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 a portion of other mutual funds or accounts
advised by Capital Research and Management Company or its affiliates.

THE FOLLOWING TABLE REFLECTS INFORMATION AS OF AUGUST 31, 2005:

NUMBER NUMBER
OF OTHER OF OTHER NUMBER
REGISTERED POOLED OF OTHER
INVESTMENT INVESTMENT ACCOUNTS
COMPANIES (RICS) VEHICLES (PIVS) THAT
THAT THAT PORTFOLIO
PORTFOLIO PORTFOLIO COUNSELOR
DOLLAR RANGE COUNSELOR COUNSELOR MANAGES
OF FUND MANAGES MANAGES (ASSETS OF
PORTFOLIO SHARES (ASSETS OF RICS (ASSETS OF PIVS OTHER ACCOUNTS
COUNSELOR OWNED/1/ IN BILLIONS)/2/ IN BILLIONS) IN BILLIONS)/3/
-------------------------------------------------------------------------------------------

Donnalisa Barnum Over 1 $63.9/4/ None None
$1,000,000
--------------------------------------------------------------------------------------------
Gordon Crawford Over 4 $111.8/4/ None None
$1,000,000
--------------------------------------------------------------------------------------------
James E. Drasdo Over 2 $104.3/4/ None None
$1,000,000
--------------------------------------------------------------------------------------------
Timothy P. Dunn $50,001 -- 2 $102.5/4/ None None
$100,000
--------------------------------------------------------------------------------------------
Gregg E. Ireland Over 3 $165.1/4/ 1 $0.041/5/ None
$1,000,000
--------------------------------------------------------------------------------------------
Michael T. Kerr $500,001 -- 2 $90.2/4/ None None
$1,000,000
--------------------------------------------------------------------------------------------
Donald D. O'Neal Over 2 $141.9/4/ 1 $0.041/5/ None
$1,000,000
--------------------------------------------------------------------------------------------
James F. Over 2 $131.9/4/ None None
Rothenberg $1,000,000
--------------------------------------------------------------------------------------------
R. Michael $100,001 -- 3 $115.3/4/ None None
Shanahan $500,000
--------------------------------------------------------------------------------------------

The Growth Fund of America -- Page 20
<PAGE>

/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).
/3/ 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.
/4/ Assets noted are the total net assets of the registered investment companies
and are not indicative of the total assets managed by the individual, which is
a substantially lower amount.
/5/ Represents a fund advised by Capital Research and Management Company and sold
in Europe. Assets noted are the total net assets of the fund and are not
indicative of the total assets managed by the individual, which is a
substantially lower amount.

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 August 31, 2007, 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
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 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,

The Growth Fund of America -- Page 21
<PAGE>

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
Non-interested Directors; association dues; costs of stationery and forms
prepared exclusively for the fund; and costs of assembling and storing
shareholder account data.

The Agreement provides for monthly fees, accrued daily, based on the following
rates and net asset levels:

Net asset level

RATE IN EXCESS OF UP TO
------------------------------------------------------------------------------

0.500% $ 0 $ 1,000,000,000
------------------------------------------------------------------------------
0.400 1,000,000,000 2,000,000,000
------------------------------------------------------------------------------
0.370 2,000,000,000 3,000,000,000
------------------------------------------------------------------------------
0.350 3,000,000,000 5,000,000,000
------------------------------------------------------------------------------
0.330 5,000,000,000 8,000,000,000
------------------------------------------------------------------------------
0.315 8,000,000,000 13,000,000,000
------------------------------------------------------------------------------
0.300 13,000,000,000 21,000,000,000
------------------------------------------------------------------------------
0.290 21,000,000,000 27,000,000,000
------------------------------------------------------------------------------
0.285 27,000,000,000 34,000,000,000
------------------------------------------------------------------------------
0.280 34,000,000,000 44,000,000,000
------------------------------------------------------------------------------
0.275 44,000,000,000 55,000,000,000
------------------------------------------------------------------------------
0.270 55,000,000,000 71,000,000,000
------------------------------------------------------------------------------
0.265 71,000,000,000 89,000,000,000
------------------------------------------------------------------------------
0.260 89,000,000,000 102,500,000,000
------------------------------------------------------------------------------
0.255 102,500,000,000 116,000,000,000
------------------------------------------------------------------------------
0.250 116,000,000,000 130,000,000,000
------------------------------------------------------------------------------
0.245 130,000,000,000 144,000,000,000
------------------------------------------------------------------------------
0.242 144,000,000,000 166,000,000,000
------------------------------------------------------------------------------
0.239 166,000,000,000
------------------------------------------------------------------------------

The Agreement provides for a management fee reduction to the extent that the
annual ordinary operating expenses of the fund's Class A shares exceed 1 1/2% of
the first $30 million of the net assets of the fund and 1% of the average net
assets in excess thereof.

Expenses which are not subject to these limitations are interest, taxes and
extraordinary expenses. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and not as expenses. To
the extent the fund's management fee must be waived due to Class A share

The Growth Fund of America -- Page 22
<PAGE>

expense ratios exceeding the expense limitations described above, management
fees will be reduced similarly for all classes of shares of the fund, or other
Class A fees will be waived in lieu of management fees.

For the fiscal year ended August 31, 2005, the investment adviser was entitled
to receive from the fund advisory fees of $276,238,000. As a result of the
advisory fee waivers described below, for the year ended August 31, 2005, the
fee shown on the accompanying financial statements of $276,238,000 was reduced
by $20,117,000 to $256,121,000. For the fiscal years ended August 31, 2004 and
2003, advisory fees paid by the fund amounted to $205,522,000 and $126,978,000,
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. Beginning April 1, 2005, this waiver increased
to 10% of the management fees that it is otherwise entitled to receive and will
continue at this level until further review. As a result of this waiver,
management fees will be reduced similarly for all classes of shares of the fund.

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 August
31, 2007, 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 Non-interested 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 all Class R and 529 shares. The investment adviser contracts
with third parties, including American Funds Service Company, the fund's
Transfer Agent, to provide 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 and oversees the activities performed by third
parties providing such services. For Class R-2 shares, the investment adviser
has agreed to pay a portion of the fees payable under the Administrative
Agreement that would otherwise have been paid by the fund. For the year ended
August 31, 2005, the total fees paid by the investment adviser were $534,000.

As compensation for its services, the investment adviser receives transfer agent
fees for transfer agent services provided to the fund's applicable share
classes. Transfer agent fees are paid monthly according to a fee schedule
contained in a Shareholder Services Agreement between the fund and American
Funds Service Company. The investment adviser also receives an administrative
services fee at the annual rate of up to 0.15% of the average daily net assets
for each applicable share class (excluding Class R-5 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
compensate third parties for administrative services provided to the fund. Of
the remainder, the investment adviser will not retain more than 0.05% of the
average daily net assets for each applicable share class. For Class R-5 shares,
the

The Growth Fund of America -- Page 23
<PAGE>

administrative services fee is calculated at the annual rate of up to 0.10% of
the average daily net assets of Class R-5 shares. This fee is subject to the
same uses and limitations described above.

During the 2005 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:

ADMINISTRATIVE SERVICES FEE
------------------------------------------------------------------------------

CLASS C $10,353,000
------------------------------------------------------------------------------
CLASS F 14,177,000
------------------------------------------------------------------------------
CLASS 529-A 1,691,000
------------------------------------------------------------------------------
CLASS 529-B 510,000
------------------------------------------------------------------------------
CLASS 529-C 628,000
------------------------------------------------------------------------------
CLASS 529-E 92,000
------------------------------------------------------------------------------
CLASS 529-F 36,000
------------------------------------------------------------------------------
CLASS R-1 169,000
------------------------------------------------------------------------------
CLASS R-2 5,635,000
------------------------------------------------------------------------------
CLASS R-3 7,774,000
------------------------------------------------------------------------------
CLASS R-4 8,769,000
------------------------------------------------------------------------------
CLASS R-5 2,220,000
------------------------------------------------------------------------------

PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds Distributors,
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; 135 South State College Boulevard, Brea, CA 92821; 3500
Wiseman Boulevard, San Antonio, TX 78251; 8332 Woodfield Crossing Boulevard,
Indianapolis, IN 46240; and 5300 Robin Hood Road, Norfolk, VA 23513.

The Principal Underwriter receives revenues from sales of the fund's shares. For
Class A and 529-A shares, the Principal Underwriter receives commission revenue
consisting of that portion 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, the Principal Underwriter sells the rights to the 12b-1 fees
paid by the fund for distribution expenses to a third party and receives the
revenue remaining after compensating investment dealers for sales of Class B and
529-B shares. The fund also pays the Principal Underwriter for advancing the
immediate service fees paid to qualified dealers of Class B and 529-B shares.
For Class C and 529-C shares, the Principal Underwriter receives any contingent
deferred sales charges that apply during the first year after purchase. The fund
pays the Principal Underwriter for advancing the immediate service fees and
commissions paid to qualified dealers of Class C and 529-C shares. For Class
529-E shares, the fund pays the Principal Underwriter for advancing the
immediate service fees and commissions paid to qualified dealers. For Class F
and 529-F shares, the fund pays the Principal Underwriter for advancing the
immediate service fees paid to qualified dealers and advisers who sell Class F
and 529-F shares. For Class R-1, R-2, R-3 and R-4 shares, the fund pays the

The Growth Fund of America -- Page 24
<PAGE>

Principal Underwriter for advancing the immediate service fees paid to qualified
dealers and advisers who sell Class R-1, R-2, R-3 and R-4 shares.

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 2005 $37,036,000 $172,783,000
2004 42,203,000 199,039,000
2003 22,263,000 108,905,000
-----------------------------------------------------------------------------------------------------
CLASS B 2005 4,167,000 28,346,000
2004 6,537,000 50,147,000
2003 6,584,000 39,235,000
-----------------------------------------------------------------------------------------------------
CLASS C 2005 1,515,000 18,022,000
2004 -- 21,866,000
2003 -- 11,818,000
-----------------------------------------------------------------------------------------------------
CLASS 529-A 2005 2,527,000 12,480,000
2004 2,432,000 12,077,000
2003 1,263,000 6,352,000
-----------------------------------------------------------------------------------------------------
CLASS 529-B 2005 460,000 2,790,000
2004 619,000 3,631,000
2003 441,000 2,563,000
-----------------------------------------------------------------------------------------------------
CLASS 529-C 2005 69,000 1,223,000
2004 -- 1,300,000
2003 -- 728,000
-----------------------------------------------------------------------------------------------------

The fund has adopted plans of distribution (the "Plans") pursuant to rule 12b-1
under the 1940 Act. The Principal Underwriter receives amounts payable pursuant
to the Plans (see below). 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

The Growth Fund of America -- Page 25
<PAGE>

Directors who are not "interested persons" of the fund and who have no direct or
indirect financial interest in the operation of the Plans or the Principal
Underwriting Agreement. 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
selection and nomination of Directors who are not "interested persons" of the
fund are committed to the discretion of the Directors who are not "interested
persons" during the existence of the Plans. The Plans may not be amended to
increase materially the amount spent for distribution without shareholder
approval. Plan expenses are reviewed quarterly and the Plans must be renewed
annually by the Board of Directors.

Under the Plans, the fund may annually expend the following 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: (a) for Class A shares, up to 0.25% of the average daily
net assets attributable to Class A shares; (b) for Class 529-A shares, up to
0.50% of the average daily net assets attributable to Class 529-A shares; (c)
for Class B and 529-B shares, 1.00% of the average daily net assets attributable
to Class B and 529-B shares, respectively; (d) for Class C and 529-C shares, up
to 1.00% of the average daily net assets attributable to Class C and 529-C
shares, respectively; (e) for Class 529-E shares, up to 0.75% of the average
daily net assets attributable to Class 529-E shares; (f) for Class F and 529-F
shares, up to 0.50% of the average daily net assets attributable to Class F and
529-F shares; (g) for Class R-1 shares, up to 1.00% of the average daily net
assets attributable to Class R-1 shares; (h) for Class R-2 shares, up to 1.00%
of the average daily net assets attributable to Class R-2 shares; (i) for Class
R-3 shares, up to 0.75% of the average daily net assets attributable to Class
R-3 shares; and (j) for Class R-4 shares, up to 0.50% of the average daily net
assets attributable to Class R-4 shares. The fund has not adopted a Plan for
Class R-5 shares; accordingly, no 12b-1 fees are paid from Class R-5 share
assets.

For Class A and 529-A shares: (a) up to 0.25% is reimbursed to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to the amount allowable under the fund's Class
A and 529-A 12b-1 limit is reimbursed to the Principal Underwriter for paying
distribution-related expenses, including for Class A and 529-A shares dealer
commissions and wholesaler compensation paid on sales of shares of $1 million or
more purchased without a sales charge (including purchases by employer-sponsored
defined contribution-type retirement plans investing $1 million or more or with
100 or more eligible employees, and retirement plans, endowments and foundations
with $50 million or more in assets -- "no load purchases"). Commissions on no
load purchases of Class A and 529-A shares, in excess of the Class A and 529-A
plan limitations not reimbursed to the Principal Underwriter during the most
recent fiscal quarter are recoverable for five quarters, provided that such
commissions do not exceed the annual expense limit. After five quarters, these
commissions are not recoverable. As of August 31, 2005, unreimbursed expenses
which remain subject to reimbursement under the Plan for Class A shares totaled
$13,851,000 or 0.02% of Class A net assets.

For Class B and 529-B shares: (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) 0.75% is paid to the Principal Underwriter for
distribution-related expenses, including the financing of commissions paid to
qualified dealers.

For Class C and 529-C shares: (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.75%

The Growth Fund of America -- Page 26
<PAGE>

is paid to the Principal Underwriter for paying distribution-related expenses,
including commissions paid to qualified dealers.

For Class 529-E shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.25% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.

For Class F and 529-F shares: currently up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers or advisers.

For Class R-1 shares: (a) up to 0.25% is paid to the Principal Underwriter for
paying service-related expenses, including paying service fees to qualified
dealers, and (b) up to 0.75% is paid to the Principal Underwriter for
distribution-related expenses, including commissions paid to qualified dealers.

For Class R-2 shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.50% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.

For Class R-3 shares: currently (a) up to 0.25% is paid to the Principal
Underwriter for paying service-related expenses, including paying service fees
to qualified dealers, and (b) up to 0.25% is paid to the Principal Underwriter
for paying distribution-related expenses, including commissions paid to
qualified dealers.

For Class R-4 shares: currently up to 0.25% is paid to the Principal Underwriter
for paying service-related expenses, including paying service fees to qualified
dealers or advisers.

During the 2005 fiscal year, total 12b-1 expenses, and the portion of the
expense that remained unpaid, were:

12B-1 UNPAID LIABILITY
12B-1 EXPENSES OUTSTANDING
---------------------------------------------------------------------------------------

CLASS A $150,085,000 $30,387,000
---------------------------------------------------------------------------------------
CLASS B 54,762,000 7,006,000
---------------------------------------------------------------------------------------
CLASS C 58,814,000 12,315,000
---------------------------------------------------------------------------------------
CLASS F 23,890,000 6,489,000
---------------------------------------------------------------------------------------
CLASS 529-A 1,845,000 523,000
---------------------------------------------------------------------------------------
CLASS 529-B 2,777,000 373,000
---------------------------------------------------------------------------------------
CLASS 529-C 3,569,000 847,000
---------------------------------------------------------------------------------------
CLASS 529-E 299,000 84,000
---------------------------------------------------------------------------------------
CLASS 529-F 36,000 0
---------------------------------------------------------------------------------------
CLASS R-1 879,000 274,000
---------------------------------------------------------------------------------------
CLASS R-2 9,175,000 2,679,000
---------------------------------------------------------------------------------------
CLASS R-3 23,709,000 6,737,000
---------------------------------------------------------------------------------------
CLASS R-4 14,269,000 3,627,000
---------------------------------------------------------------------------------------

The Growth Fund of America -- Page 27
<PAGE>

OTHER COMPENSATION TO DEALERS -- As of January 2006, the top dealers that
American Funds Distributors anticipates will receive additional compensation
(as described in the prospectus) include:

A. G. Edwards & Sons, Inc.
AIG Advisors Group
American General Securities Inc.
Ameritas Investment Corp.
AXA Advisors, LLC
Cadaret, Grant & Co., Inc.
Cambridge Investment Research, Inc.
Capital Analysts, Inc.
Commonwealth Financial Network
Cuna Brokerage Services, Inc.
Deutsche Bank Securities Inc.
Edward Jones
Ferris, Baker Watts, Inc.
Genworth Financial Securities Corp.
Hefren-Tillotson, Inc.
Hornor, Townsend & Kent, Inc.
ING Advisors Network Inc.
InterSecurities, Inc./Transamerica Financial Advisors, Inc.
Investacorp, Inc.
Janney Montgomery Scott LLC
Jefferson Pilot Securities Corporation
JJB Hilliard, WL Lyons, Inc./PNC Bank
Legg Mason Wood Walker, Inc.
Lincoln Financial Advisors Corporation
McDonald Investments Inc./Society National Bank
Merrill Lynch, Pierce, Fenner & Smith Inc.
Metlife Enterprises
MML Investors Services, Inc.
Morgan Keegan & Company, Inc.
Morgan Stanley DW
NatCity Investment, Inc.
National Planning Holdings Inc.
NFP Securities, Inc.
Northwestern Mutual Investment Services, LLC.
Pacific Select Distributors Inc.
Park Avenue Securities LLC
Piper Jaffray & Co.
Princor Financial Services
ProEquities, Inc.
Raymond James Financial Services/Raymond James & Associates
RBC Dain Rauscher Inc.
Robert W. Baird & Co. Inc.
Securian Financial Services/C.R.I. Securities Inc.
Securities Service Network Inc.
Signator Investors, Inc.
Smith Barney
Stifel, Nicolaus & Company, Inc.
The O.N. Equity Sales Company
UBS Financial Services Inc.
US Bancorp Investments, Inc.
Wachovia Securities

The Growth Fund of America -- Page 28
<PAGE>

EXECUTION OF PORTFOLIO TRANSACTIONS

As described in the prospectus, the investment adviser places orders with
broker-dealers for the fund's portfolio transactions. Portfolio transactions for
the fund may be executed as part of concurrent authorizations to purchase or
sell the same security for other funds served by the investment adviser, or for
trusts or other accounts served by affiliated companies of the investment
adviser. When such concurrent authorizations occur, the objective is to allocate
the executions in an equitable manner.

Brokerage commissions paid on portfolio transactions, including investment
dealer concessions on underwritings, if applicable, for the fiscal years ended
August 31, 2005, 2004 and 2003 amounted to $52,587,000, $54,400,000 and
$46,216,000, respectively. With respect to fixed-income securities, brokerage
commissions include explicit investment dealer concessions and may exclude other
transaction costs which may be reflected in the spread between the bid and asked
price. The overall blended brokerage rate in 2005 was lower than in the previous
year.

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 Citigroup Global Markets Holdings, Inc. and Banc of
America Securities, LLC. As of the fund's most recent fiscal year-end, the fund
held equity securities of Citigroup, Inc. in the amount of $466,588,000. The
fund held debt securities of Bank of America Corp. in the amount of
$348,684,000.

The Growth Fund of America -- Page 29
<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 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. Affiliates of the fund (including the fund's Board
members and officers, and certain personnel of the fund's investment adviser and
its affiliates) and certain service providers (such as the fund's custodian and
outside counsel) who require portfolio holdings information for legitimate
business and fund oversight purposes may receive the information earlier.

Affiliated persons of the fund as described above 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 to maintain the confidentiality of such information, preclear
securities trades and report securities transactions activity, as applicable.
Third party service providers of the fund 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 may be bound by agreements (including confidentiality agreements)
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.

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.

The Growth Fund of America -- Page 30
<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 and accepted by the
fund or the Transfer Agent; 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 MUST 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 4:00 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 1:00 p.m., the fund's share price would still be
determined as of 4:00 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 money market funds) are valued, and the net asset values per
share for each share class are determined, as follows:

1. Equity securities, including depositary receipts, 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 are valued at
prices obtained from an independent pricing service, when such prices are
available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued at the mean quoted bid and
asked prices (or bid prices, if asked prices are not available) or at prices for
securities of comparable maturity, quality and type. The pricing services base
bond prices on, among other things, an evaluation of the yield curve as of
approximately 3:00 p.m. New York time. The fund's investment adviser performs
certain checks on these prices prior to the fund's net asset value being
calculated.

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
valued in the manner described above for either equity

The Growth Fund of America -- Page 31
<PAGE>

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 non-U.S. currencies 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 assets for which market quotations are not readily available or
are considered unreliable 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 ensure that certain basic principles and factors are
considered when making all fair value determinations. As a general principle,
securities lacking readily available market quotations, or that have quotations
that are considered unreliable, are valued in good faith by the Valuation
Committee based upon what the fund might reasonably expect to receive upon their
current sale. The Valuation Committee considers all indications of value
available to it in determining the fair value to be assigned to a particular
security, including, without limitation, 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.

2. 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.

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

The Growth Fund of America -- Page 32
<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 (other than U.S. government securities or the securities of other regulated
investment companies) any one issuer; 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"
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.

The Growth Fund of America -- Page 33
<PAGE>

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 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 individual 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.

DIVIDENDS -- The fund intends to follow the practice of distributing
substantially all of its investment company taxable income, which includes
any excess of net realized short-term gains over net realized long-term
capital losses. 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.

The Growth Fund of America -- Page 34
<PAGE>

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. 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 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 90-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.

In addition, some of the bonds may be purchased by the fund at a discount
that exceeds the original issue discount on such bonds, if any. This
additional discount represents market discount for federal income tax
purposes. The gain realized on the disposition of any bond having a market
discount may be treated as taxable ordinary income to the extent it does
not exceed the accrued market discount on such bond or a fund may elect to
include the market discount in income in tax years to which it is
attributable. Generally, accrued market discount may be figured under
either the ratable accrual method or constant interest method. If the fund
has paid a premium over the face amount of a bond, the fund has the option
of either amortizing the premium until bond maturity and reducing the
fund's basis in the bond by the amortized amount, or not amortizing and
treating the premium as part of the bond's basis. In the case of any debt
security having a fixed maturity date of not more than one year from its
date of issue, the gain realized on disposition generally will be treated
as a short-term capital gain. In general, any gain realized on disposition
of a security held less than one year is treated as a short-term capital
gain.

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

The Growth Fund of America -- Page 35
<PAGE>

eliminate these foreign taxes. Most foreign countries do not impose taxes
on capital gains with respect to investments by foreign investors.

CAPITAL GAIN DISTRIBUTIONS -- The fund also intends to follow the practice
of distributing 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 carry forward 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 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.
Under the 2003 Tax Act, 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 meets the requisite holding period requirement, qualified
dividends are taxable at a maximum rate of 15%.

CAPITAL GAINS -- Distributions of the excess of net long-term capital gains
over net short-term capital losses 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, 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 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 Growth Fund of America -- Page 36
<PAGE>

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. However, conversion from one class to another class in the same
fund should not be a taxable event.

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 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 share 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 investment company 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.

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

The Growth Fund of America -- Page 37
<PAGE>

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 account statement and mailing the form, along with a
check made payable to the fund, using the envelope provided with your
account statement.

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

BY INTERNET -- using americanfunds.com. Please see the "Shareholder account
services and privileges" section of this document 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

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.

The Principal Underwriter will not knowingly sell shares of the fund directly or
indirectly to any person or entity, where, after the sale, such person or entity
would own beneficially directly or indirectly more than 4.5% of the outstanding
shares of the fund without the consent of a majority of the fund's Board.

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 R share classes are generally available only to
employer-sponsored retirement plans. Class R-5 shares are also

The Growth Fund of America -- Page 38
<PAGE>

available to clients of the Personal Investment Management group of Capital
Guardian Trust Company who do not have an intermediary associated with their
accounts and without regard to the $1 million purchase minimum. In addition, 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. The fund and the Principal Underwriter reserve the right to
reject any purchase order.

PURCHASE MINIMUMS AND MAXIMUMS -- All investments are subject to the purchase
minimums and maximums described in the prospectus. Purchase minimums may be
waived or reduced in certain cases. For accounts established with an automatic
investment plan, the initial purchase minimum of $250 may be waived if the
purchases (including purchases through exchanges from another fund) made under
the plan are sufficient to reach $250 within five months of account
establishment.

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.

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 Personal Investment
Management group.

EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of The Cash Management
Trust of America may be made to Class B or C shares of other American Funds for
dollar cost averaging purposes. 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 funds are
subject to applicable sales charges on the fund being purchased, unless the
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

The Growth Fund of America -- Page 39
<PAGE>

areas" in the prospectus for the appropriate fax numbers) the Transfer Agent.
For more information, see "Shareholder account services and privileges" below.
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" above).

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. 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.

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

AUTOMATIC CONVERSIONS -- As described more fully in the prospectus, Class
B, 529-B and C shares automatically convert to Class A, 529-A and F shares,
respectively, after a certain period from the purchase date.

MOVING FROM CLASS B TO CLASS A SHARES -- Under the right of reinvestment
policy as described in the prospectus, if you redeem Class B shares during
the contingent deferred sales charge period, you may reinvest the proceeds
in Class A shares without paying a Class A sales charge if you notify
American Funds Service Company and the reinvestment occurs within 90 days
after the date of redemption. If you redeem your Class B shares after the
contingent deferred sales charge period and with the redemption proceeds
you purchase Class A shares, you are still responsible for paying any
applicable Class A sales charges.

MOVING FROM CLASS C TO CLASS A SHARES -- If you redeem Class C shares and
with the redemption proceeds purchase Class A shares, you are still
responsible for paying any Class C contingent deferred sales charges and
applicable Class A sales charges.

MOVING FROM CLASS F TO CLASS A SHARES -- You can redeem Class F shares held
in a qualified fee-based program and with the redemption proceeds purchase
Class A shares without paying an initial Class A sales charge if all of the
following 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 and purchase the Class A
shares within 90 days after redeeming the Class F shares.

The Growth Fund of America -- Page 40
<PAGE>

MOVING FROM CLASS A TO CLASS F SHARES -- If you are part of a qualified
fee-based program and you wish to redeem your Class A shares and with the
redemption proceeds purchase Class F shares for 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.

SALES CHARGES

CLASS A PURCHASES

PURCHASES BY CERTAIN 403(B) PLANS

Individual 403(b) plans may be treated similarly to employer-sponsored
plans for Class A sales charge purposes (i.e., individual participant
accounts are eligible to be aggregated together) if: (a) the American Funds
are principal investment options; (b) the employer facilitates the
enrollment process by, for example, allowing for onsite group enrollment
meetings held during working hours; and (c) there is only one dealer firm
assigned to the plans.

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 and employees 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 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

The Growth Fund of America -- Page 41
<PAGE>

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.

EDWARD JONES FREE SWITCH PROGRAM

Eligible clients of broker-dealer Edward Jones may purchase Class A shares
at net asset value under the terms of the Edward Jones Free Switch program.
The program applies to purchases initiated within the 90-day period
beginning August 19, 2005, and ending November 16, 2005, at 3:00 p.m.
Central time. The fund's Board has determined that it would be in the best
interests of the fund and its shareholders and desirable to have the fund
participate in the program.

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 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 to $4 million, 0.50% on amounts over $4
million to $10 million and 0.25% on amounts over $10 million. Commissions are
based on cumulative investments and are not annually reset.

The Growth Fund of America -- Page 42
<PAGE>

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.

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
American Funds non-money market funds 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.

The market value of your existing holdings eligible to be aggregated (see
below) as of the day immediately before the start of the Statement period
may be credited toward satisfying the Statement.

The Statement may be revised upward at any time during the Statement
period, and such a revision will be treated as a new Statement, except that
the Statement period during which the purchases must be made will remain
unchanged. Purchases made from the date of revision will receive the
reduced sales charge, if any, resulting from the revised Statement.

The Statement will be considered completed if the shareholder dies within
the 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 will 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 will 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. The dealer assigned to an account at the time of each purchase made
during the Statement period will receive an appropriate commission
adjustment. 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 will be liable to the Principal Underwriter for the balance
still outstanding.

When the trustees of certain retirement plans purchase shares by payroll
deduction, the sales charge for the investments made during the Statement
period will be handled as follows: the total monthly investment will be
multiplied by 13 and then multiplied by 1.5. The market value of existing
American Funds investments (other than shares representing direct purchases
of money market funds) as of the day immediately before the start of the
Statement period, and any rollovers or transfers reasonably anticipated to

The Growth Fund of America -- Page 43
<PAGE>

be invested in non-money market American Funds during the Statement period,
are added to the figure determined above. The sum is the Statement amount
and applicable breakpoint level. On the first investment and all other
investments made pursuant to the Statement, a sales charge will be assessed
according to the sales charge breakpoint thus determined. There will be no
retroactive adjustments in sales charges on investments made during the
Statement period.

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 plan(s), such as an IRA, individual
403(b) plan (see exception in "Purchases by certain 403(b) plans"
under "Sales charges") or single-participant Keogh-type plan;

. 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

. CollegeAmerica 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;

. 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; or

. for individually established participant accounts of a 403(b) plan
that is treated similarly to an employer-sponsored plan for sales
charge purposes (see "Purchases by certain 403(b) plans" under "Sales
charges" above), or made for

The Growth Fund of America -- Page 44
<PAGE>

two or more such 403(b) plans that are treated similarly to
employer-sponsored plans for sales charge purposes of a single
employer or affiliated employers as defined in the 1940 Act.

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 individual holdings in Endowments, American
Legacy variable annuity contracts and variable life insurance policies.
Shares of money market funds 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 funds are excluded.

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, to determine your sales charge on investments in accounts
eligible to be aggregated. 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") 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, the value of accounts
held in nominee or street name are not eligible for calculation at cost
value and instead will be calculated at market value for purposes of rights
of accumulation.

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 you are not
an employer-sponsored retirement plan, you may also take into account the
market value (as of the end of the week prior to your American Funds
investment) of your individual holdings in various American Legacy variable
annuity contracts and variable life insurance policies. An
employer-sponsored retirement plan may also take into account the market
value of its investments in American Legacy Retirement Investment Plans.
Direct purchases of American Funds money market funds are excluded. 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 American Legacy accounts.

The Growth Fund of America -- Page 45
<PAGE>

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 postpurchase 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 a systematic withdrawal plan (SWP) (see "Automatic
withdrawals" under "Shareholder account services and privileges"
below). For each SWP 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 SWP 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
payments through a SWP will also count toward the 12% limit. In the
case of a SWP, the 12% limit is calculated at the time a systematic
redemption is first made, and is recalculated at the time each
additional systematic redemption is made. Shareholders who establish a
SWP 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:

. in the case of Class A shares, your investment in Class A shares of
all American Funds (investments representing direct purchases of
American Funds money market funds are excluded);

. in the case of Class B shares, your investment in Class B shares of
the particular fund from which you are making the redemption; and

. in the case of Class C shares, your investment in Class C 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 the Virginia College Savings
Plan eliminating the fund as an option for additional investment within
CollegeAmerica.

The Growth Fund of America -- Page 46
<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.

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 National
Association of Securities Dealers, Inc., 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 15
calendar 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 money market
funds be wired to your bank by writing American Funds Service Company. A
signature guarantee is required on all requests to wire funds.

SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

The following services and privileges are generally available to all
shareholders. However, certain services and privileges 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 ($50 minimum)
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

The Growth Fund of America -- Page 47
<PAGE>

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 will automatically be 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.

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 -- For all share classes, except the R and 529 classes of
shares, you may automatically withdraw shares from any of the American Funds.
You can make automatic withdrawals of $50 or more as often as you wish if your
account is worth at least $10,000, or up to four times a year for an account
worth at least $5,000. 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.

Withdrawal payments are not to be considered as dividends, yield or income.
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

The Growth Fund of America -- Page 48
<PAGE>

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.

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.

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 liability (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 funds. 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
checking account signature card.

The Growth Fund of America -- Page 49
<PAGE>

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 in
securities or other property included in the assets belonging to the fund when
in the opinion of the fund's Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or undesirable.

SHARE CERTIFICATES -- Shares are credited to your account and certificates are
not issued unless you request them by contacting the Transfer Agent.
Certificates are not available for the 529 or R share classes.

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 State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, as Custodian. If the fund holds non-U.S. securities, the Custodian may
hold these securities pursuant to subcustodial arrangements in non-U.S. banks or
non-U.S. branches of U.S. banks.

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 135 South State College Boulevard, Brea, CA 92821-5823. American
Funds Service Company was paid fees of $69,362,000 for Class A shares and
$6,325,000 for Class B shares, respectively, for the 2005 fiscal year.

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 -- Deloitte & Touche LLP, 695 Town
Center Drive, Costa Mesa, California 92626, 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 so included in reliance
on the report of Deloitte & Touche LLP, independent registered public accounting
firm, given on the authority of said firm 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.

The Growth Fund of America -- Page 50
<PAGE>

INDEPENDENT LEGAL COUNSEL -- Paul, Hastings, Janofsky & Walker LLP, 515 South
Flower Street, Los Angeles, CA 90071, serves as counsel for the fund and for
Non-interested Directors in their capacities as such. Certain legal matters in
connection with certain classes of the capital shares offered by the prospectus
have been passed upon for the fund by Paul, Hastings, Janofsky & Walker LLP.
Counsel does not provide legal services to the fund's investment adviser or any
of its affiliated companies. A determination with respect to the independence of
the fund's "independent legal counsel" will be made at least annually by the
Non-interested 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 August 31. Shareholders are provided updated prospectuses annually
and at least semiannually with reports showing the investment portfolio,
financial statements and other information. The fund's annual financial
statements are audited by the fund's independent registered public accounting
firm, Deloitte & Touche 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 prospectuses,
shareholder reports and proxy statements. To receive additional copies of a
prospectus, report or proxy statement, shareholders should contact the Transfer
Agent.

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 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 March 24, 2005, the investment adviser and Principal Underwriter filed a
complaint against the Attorney General of the State of California in Los Angeles
County Superior Court. The complaint alleged that the Attorney General
threatened to take enforcement actions against the investment adviser and
Principal Underwriter that are without merit and preempted by federal law. On
the same day, following the filing of the investment adviser's and Principal
Underwriter's complaint, the Attorney General of the State of California filed a
complaint against the Principal Underwriter and investment adviser. Filed in Los
Angeles County Superior Court, the Attorney General's complaint alleged
violations of certain sections of the California Corporations Code with respect
to so-called "revenue sharing" disclosures in mutual fund prospectuses and
statements of additional information. On November 22, 2005, the Los Angeles
Superior Court dismissed the Attorney General's complaint. The Attorney General
is appealing the Superior Court's decision to California's Court of Appeal for
the Second Appellate District.

The Growth Fund of America -- Page 51
<PAGE>

The investment adviser and Principal Underwriter believe that the likelihood
that these matters 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. The SEC is conducting a related investigation
as of the date of this statement of additional information. The investment
adviser and Principal Underwriter are cooperating fully. In addition, a class
action lawsuit has been filed in the U.S. District Court, Central District of
California, relating to these matters. Although most of the claims in the suit
were dismissed with prejudice, an amended complaint relating to management fees
has been filed. The investment adviser believes that this suit is without merit
and will defend itself vigorously. Further updates on these issues will be
available on the American Funds website (americanfunds.com) under "American
Funds regulatory matters."

OTHER INFORMATION -- 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. The following information is not included in the annual report:

DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE
PER SHARE FOR CLASS A SHARES -- AUGUST 31, 2005

Net asset value and redemption price per share
(Net assets divided by shares outstanding). . $29.51
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). . . . . . . . . . . . . . . . $31.31

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

STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . 002 202 302 402
American Balanced Fund/(R)/ . . . . . . . . . . . . . . . . . 011 211 311 411
American Mutual Fund/(R)/ . . . . . . . . . . . . . . . . . . 003 203 303 403
Capital Income Builder/(R)/ . . . . . . . . . . . . . . . . . 012 212 312 412
Capital World Growth and Income Fund/SM/ . . . . . . . . . . . 033 233 333 433
EuroPacific Growth Fund/(R)/ . . . . . . . . . . . . . . . . . 016 216 316 416
Fundamental Investors/SM/ . . . . . . . . . . . . . . . . . . 010 210 310 410
The Growth Fund of America/(R)/ . . . . . . . . . . . . . . . 005 205 305 405
The Income Fund of America/(R)/ . . . . . . . . . . . . . . . 006 206 306 406
The Investment Company of America/(R)/ . . . . . . . . . . . . 004 204 304 404
The New Economy Fund/(R)/ . . . . . . . . . . . . . . . . . . 014 214 314 414
New Perspective Fund/(R)/ . . . . . . . . . . . . . . . . . . 007 207 307 407
New World Fund/SM/ . . . . . . . . . . . . . . . . . . . . . . 036 236 336 436
SMALLCAP World Fund/(R)/ . . . . . . . . . . . . . . . . . . . 035 235 335 435
Washington Mutual Investors Fund/SM/ . . . . . . . . . . . . . 001 201 301 401
BOND FUNDS
American High-Income Municipal Bond Fund/(R)/ . . . . . . . . 040 240 340 440
American High-Income Trust/SM/ . . . . . . . . . . . . . . . . 021 221 321 421
The Bond Fund of America/SM/ . . . . . . . . . . . . . . . . . 008 208 308 408
Capital World Bond Fund/(R)/ . . . . . . . . . . . . . . . . . 031 231 331 431
Intermediate Bond Fund of America/SM/ . . . . . . . . . . . . 023 223 323 423
Limited Term Tax-Exempt Bond Fund of America/SM/ . . . . . . . 043 243 343 443
The Tax-Exempt Bond Fund of America/(R)/ . . . . . . . . . . . 019 219 319 419
The Tax-Exempt Fund of California/(R)/* . . . . . . . . . . . 020 220 320 420
The Tax-Exempt Fund of Maryland/(R)/* . . . . . . . . . . . . 024 224 324 424
The Tax-Exempt Fund of Virginia/(R)/* . . . . . . . . . . . . 025 225 325 425
U.S. Government Securities Fund/SM/ . . . . . . . . . . . . . 022 222 322 422
MONEY MARKET FUNDS
The Cash Management Trust of America/(R)/ . . . . . . . . . . 009 209 309 409
The Tax-Exempt Money Fund of America/SM/ . . . . . . . . . . . 039 N/A N/A N/A
The U.S. Treasury Money Fund of America/SM/ . . . . . . . . . 049 N/A N/A N/A
___________
*Qualified for sale only in certain jurisdictions.

The Growth Fund of America -- Page 52
<PAGE>

FUND NUMBERS
---------------------------------------------
CLASS CLASS CLASS CLASS CLASS
FUND 529-A 529-B 529-C 529-E 529-F
-------------------------------------------------------------------------------

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
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
U.S. Government Securities Fund 1022 1222 1322 1522 1422
MONEY MARKET FUND
The Cash Management Trust of
America . . . . . . . . . . . . 1009 1209 1309 1509 1409

The Growth Fund of America -- Page 53
<PAGE>

FUND NUMBERS
----------------------------------------
CLASS CLASS CLASS CLASS CLASS
FUND R-1 R-2 R-3 R-4 R-5
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . . . 2102 2202 2302 2402 2502
American Balanced Fund . . . . . . . 2111 2211 2311 2411 2511
American Mutual Fund . . . . . . . . 2103 2203 2303 2403 2503
Capital Income Builder . . . . . . . 2112 2212 2312 2412 2512
Capital World Growth and Income Fund 2133 2233 2333 2433 2533
EuroPacific Growth Fund . . . . . . 2116 2216 2316 2416 2516
Fundamental Investors . . . . . . . 2110 2210 2310 2410 2510
The Growth Fund of America . . . . . 2105 2205 2305 2405 2505
The Income Fund of America . . . . . 2106 2206 2306 2406 2506
The Investment Company of America . 2104 2204 2304 2404 2504
The New Economy Fund . . . . . . . . 2114 2214 2314 2414 2514
New Perspective Fund . . . . . . . . 2107 2207 2307 2407 2507
New World Fund . . . . . . . . . . . 2136 2236 2336 2436 2536
SMALLCAP World Fund . . . . . . . . 2135 2235 2335 2435 2535
Washington Mutual Investors Fund . . 2101 2201 2301 2401 2501
BOND FUNDS
American High-Income Municipal Bond
Fund . . . . . . . . . . . . . . . . N/A N/A N/A N/A 2540
American High-Income Trust . . . . . 2121 2221 2321 2421 2521
The Bond Fund of America . . . . . . 2108 2208 2308 2408 2508
Capital World Bond Fund . . . . . . 2131 2231 2331 2431 2531
Intermediate Bond Fund of America . 2123 2223 2323 2423 2523
Limited Term Tax-Exempt Bond Fund of
America. . . . . . . . . . . . . . . N/A N/A N/A N/A 2543
The Tax-Exempt Bond Fund of America N/A N/A N/A N/A 2519
The Tax-Exempt Fund of California* . N/A N/A N/A N/A 2520
The Tax-Exempt Fund of Maryland* . . N/A N/A N/A N/A 2524
The Tax-Exempt Fund of Virginia* . . N/A N/A N/A N/A 2525
U.S. Government Securities Fund . . 2122 2222 2322 2422 2522
MONEY MARKET FUNDS
The Cash Management Trust of America 2109 2209 2309 2409 2509
The Tax-Exempt Money Fund of America N/A N/A N/A N/A 2539
The U.S. Treasury Money Fund of
America . . . . . . . . . . . . . . 2149 2249 2349 2449 2549
___________
*Qualified for sale only in certain
jurisdictions.

The Growth Fund of America -- Page 54
<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.

The Growth Fund of America -- Page 55
<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.

The Growth Fund of America -- Page 56
<PAGE>

C
The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

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.

The Growth Fund of America -- Page 57

[logo - American Funds(R)]

THE GROWTH FUND OF AMERICA(R)
Investment portfolio

August 31, 2005



                                                                                                                    Market value
COMMON STOCKS -- 90.21%                                                                                  Shares            (000)


INFORMATION TECHNOLOGY -- 20.34%
Microsoft Corp.                                                                                      84,999,715       $2,328,992
Google Inc., Class A(1)                                                                               8,095,400        2,315,284
Texas Instruments Inc.                                                                               43,120,200        1,409,168
Corning Inc.(1)                                                                                      66,970,000        1,336,721
Taiwan Semiconductor Manufacturing Co. Ltd.                                                         576,377,968          951,642
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)                                                    24,675,200          203,077
Applied Materials, Inc.                                                                              58,665,000        1,074,156
Maxim Integrated Products, Inc.(2)                                                                   17,640,000          752,346
Cisco Systems, Inc.(1)                                                                               40,840,000          719,601
Yahoo! Inc.(1)                                                                                       21,450,554          715,161
First Data Corp.                                                                                     16,540,000          687,237
Analog Devices, Inc.                                                                                 16,716,666          609,322
Samsung Electronics Co., Ltd.                                                                         1,133,800          593,065
Linear Technology Corp.                                                                              15,175,000          575,588
Xilinx, Inc.(2)                                                                                      18,850,000          529,496
KLA-Tencor Corp.(2)                                                                                  10,375,000          526,635
Altera Corp.(1,2)                                                                                    20,400,000          446,148
Advanced Micro Devices, Inc.(1)                                                                      19,800,000          411,246
Microchip Technology Inc.(2)                                                                         12,755,000          396,936
SOFTBANK CORP.                                                                                        7,220,000          366,090
Telefonaktiebolaget LM Ericsson, Class B (ADR)                                                       10,300,000          359,470
Micron Technology, Inc.(1)                                                                           28,510,000          339,554
Automatic Data Processing, Inc.                                                                       7,500,000          320,625
Intuit Inc.(1)                                                                                        6,334,900          290,392
Sun Microsystems, Inc.(1)                                                                            71,546,700          271,877
International Business Machines Corp.                                                                 3,195,000          257,581
EMC Corp.(1)                                                                                         17,700,000          227,622
Oracle Corp.(1)                                                                                      17,475,000          226,651
Dell Inc.(1)                                                                                          6,210,000          221,076
Teradyne, Inc.(1,2)                                                                                  12,725,000          213,780
CDW Corp.                                                                                             3,500,000          206,780
Cadence Design Systems, Inc.(1)                                                                      12,400,000          198,524
Flextronics International Ltd.(1)                                                                    14,815,000          193,484
Ceridian Corp.(1,2)                                                                                   9,219,900          187,164
AU Optronics Corp.                                                                                  125,786,000          185,760
Murata Manufacturing Co., Ltd.                                                                        3,524,000          183,781
Rohm Co., Ltd.                                                                                        1,932,000          175,493
ASML Holding NV (New York registered)(1)                                                              9,625,000          162,662
Hirose Electric Co., Ltd.                                                                             1,289,100          146,806
Mediatek Incorporation                                                                               16,408,434          138,969
Hoya Corp.                                                                                            1,051,000          136,885
Sabre Holdings Corp., Class A(2)                                                                      7,062,811          135,465
Nortel Networks Corp.(1)                                                                             44,300,000          134,672
Fujitsu Ltd.                                                                                         22,260,000          131,983
Hewlett-Packard Co.                                                                                   4,638,500          128,765
Solectron Corp.(1)                                                                                   30,470,600          124,929
Hon Hai Precision Industry Co., Ltd.(1)                                                              22,884,974          118,252
Compuware Corp.(1)                                                                                   13,000,000          117,780
Intel Corp.                                                                                           4,000,000          102,880
VeriSign, Inc.(1)                                                                                     4,500,000           98,100
Lam Research Corp.(1)                                                                                 3,000,000           95,100
Freescale Semiconductor, Inc., Class A(1)                                                             3,500,000           83,580
Freescale Semiconductor, Inc., Class B(1)                                                               140,944            3,394
Lucent Technologies Inc.(1)                                                                          27,500,000           84,700
Paychex, Inc.                                                                                         2,273,019           77,578
National Instruments Corp.                                                                            2,250,000           63,877
Jabil Circuit, Inc.(1)                                                                                1,640,000           48,282
Alcatel (ADR)(1)                                                                                      4,000,000           46,680
Agere Systems Inc., Class A(1)                                                                        3,682,124           41,682
QUALCOMM Inc.(1)                                                                                      1,000,000           39,710
Motorola, Inc.                                                                                        1,276,500           27,930
Sanmina-SCI Corp.(1)                                                                                  4,570,000           23,170
Cypress Semiconductor Corp.(1)                                                                          300,000            4,689
                                                                                                                      23,326,045

ENERGY -- 15.45%
Schlumberger Ltd.                                                                                    20,863,300        1,799,042
Burlington Resources Inc.(2)                                                                         20,260,000        1,494,985
Canadian Natural Resources, Ltd.                                                                     22,890,000        1,127,055
Suncor Energy Inc.                                                                                   18,351,847        1,087,202
Devon Energy Corp.                                                                                   17,680,000        1,074,414
Halliburton Co.                                                                                      12,905,000          799,723
EOG Resources, Inc.(2)                                                                               12,430,000          793,407
Transocean Inc.(1)                                                                                   12,649,900          746,850
Apache Corp.                                                                                          9,395,060          672,874
Petro-Canada                                                                                         16,300,000          658,863
Baker Hughes Inc.                                                                                    10,270,000          603,362
BJ Services Co.(2)                                                                                    8,975,000          566,143
Noble Corp.(2)                                                                                        7,585,000          540,810
Diamond Offshore Drilling, Inc.                                                                       6,425,000          379,460
CONSOL Energy Inc.(2,3)                                                                               3,700,000          257,890
CONSOL Energy Inc.(2)                                                                                 1,728,200          120,456
MOL Magyar Olaj- es Gazipari Rt., Class A                                                             3,425,000          376,455
Occidental Petroleum Corp.                                                                            4,490,000          372,805
Nexen Inc.                                                                                            8,486,211          367,819
Anadarko Petroleum Corp.                                                                              4,000,000          363,480
BG Group PLC                                                                                         40,291,737          362,827
LUKoil Holding (ADR)                                                                                  7,080,000          344,796
Shell Canada Ltd.                                                                                    10,500,000          340,421
Smith International, Inc.                                                                             8,874,600          308,304
Newfield Exploration Co.(1)                                                                           5,674,800          267,964
Cameco Corp.                                                                                          4,500,000          226,762
Imperial Oil Ltd.                                                                                     2,018,744          204,679
Weatherford International Ltd.(1)                                                                     3,000,000          203,130
ENSCO International Inc.                                                                              4,617,450          188,669
National Oilwell Varco Inc.(1)                                                                        2,889,300          185,522
Norsk Hydro ASA (ADR)                                                                                 1,567,800          168,319
Cross Timbers Oil Co.                                                                                 3,500,000          139,300
Premcor Inc.(4)                                                                                       1,438,300          128,149
Repsol YPF, SA                                                                                        4,000,000          118,231
Exxon Mobil Corp.                                                                                     1,900,000          113,810
Rowan Companies, Inc.                                                                                 2,975,000          110,670
Murphy Oil Corp.                                                                                      1,756,000           95,965
                                                                                                                      17,710,613

CONSUMER DISCRETIONARY -- 14.61%
Lowe's Companies, Inc.                                                                               33,160,400        2,132,545
Target Corp.                                                                                         36,435,000        1,958,381
Time Warner Inc.                                                                                     95,650,000        1,714,048
Best Buy Co., Inc.                                                                                   23,663,400        1,127,798
Comcast Corp., Class A(1)                                                                            20,611,500          633,804
Comcast Corp., Class A, special nonvoting stock(1)                                                   10,400,000          313,872
Carnival Corp., units                                                                                16,750,000          826,445
News Corp. Inc., Class A                                                                             45,936,216          744,626
Clear Channel Communications, Inc.                                                                   22,335,000          743,755
Liberty Media Corp., Class A(1)                                                                      82,375,000          684,536
Harrah's Entertainment, Inc.                                                                          8,319,036          578,672
Starbucks Corp.(1)                                                                                   11,699,200          573,729
IAC/InterActiveCorp(1)                                                                               21,375,000          524,756
Expedia, Inc.(1)                                                                                     21,375,000          475,808
Liberty Global International, Inc., Class A(1)                                                        9,210,206          467,418
Limited Brands, Inc.(2)                                                                              20,700,000          454,986
Gap, Inc.                                                                                            20,567,600          390,990
International Game Technology                                                                        12,329,000          341,760
Michaels Stores, Inc.                                                                                 6,700,000          243,210
YUM! Brands, Inc.                                                                                     4,003,200          189,672
Brinker International, Inc.(1,2)                                                                      5,000,000          185,750
Yamada Denki Co., Ltd.                                                                                2,640,000          168,937
Ross Stores, Inc.                                                                                     5,887,000          146,469
Harley-Davidson Motor Co.                                                                             2,957,200          145,672
Magna International Inc., Class A                                                                     1,701,000          124,955
Outback Steakhouse, Inc.                                                                              2,940,000          122,333
A. H. Belo Corp., Class A                                                                             4,850,000          119,116
Toyota Motor Corp.                                                                                    2,730,000          111,036
Interpublic Group of Companies, Inc.(1)                                                               7,700,000           93,401
Lennar Corp., Class A                                                                                 1,500,000           93,150
CarMax, Inc.(1)                                                                                       2,500,000           79,650
Gentex Corp.                                                                                          4,600,000           78,752
TJX Companies, Inc.                                                                                   3,000,000           62,730
Big Lots, Inc.(1)                                                                                     3,000,000           35,430
MGM Mirage, Inc.(1)                                                                                     772,200           32,633
Viacom Inc., Class B, nonvoting                                                                         775,000           26,342
                                                                                                                      16,747,167

HEALTH CARE -- 11.67%
Sanofi-Aventis                                                                                       16,730,175        1,427,016
WellPoint, Inc.(1)                                                                                   15,470,000        1,148,648
Roche Holding AG                                                                                      7,705,000        1,063,097
Forest Laboratories, Inc.(1,2)                                                                       19,755,600          877,149
Genentech, Inc.(1)                                                                                    9,230,500          867,113
Guidant Corp.                                                                                        11,325,000          799,998
AstraZeneca PLC (Sweden)                                                                              7,468,000          342,161
AstraZeneca PLC (ADR)                                                                                 6,072,000          280,041
Amgen Inc.(1)                                                                                         7,160,000          572,084
Cardinal Health, Inc.                                                                                 9,105,000          542,749
Medtronic, Inc.                                                                                       9,380,000          534,660
Express Scripts, Inc.(1,2)                                                                            9,000,000          520,740
Biogen Idec Inc.(1)                                                                                   9,978,000          420,573
Schering-Plough Corp.                                                                                17,839,800          381,950
Eli Lilly and Co.                                                                                     5,480,000          301,510
Celgene Corp.(1)                                                                                      5,900,000          296,180
Aetna Inc.                                                                                            3,640,000          289,999
Gilead Sciences, Inc.(1)                                                                              6,591,249          283,424
AmerisourceBergen Corp.                                                                               3,650,000          272,546
Allergan, Inc.                                                                                        2,725,000          250,836
Abbott Laboratories                                                                                   4,700,000          212,111
Sepracor Inc.(1)                                                                                      3,882,600          194,907
Novo Nordisk A/S, Class B                                                                             3,630,000          186,894
McKesson Corp.                                                                                        3,900,000          182,013
American Pharmaceutical Partners, Inc.(1,2)                                                           3,800,000          174,724
Merck & Co., Inc.                                                                                     6,000,000          169,380
CIGNA Corp.                                                                                           1,000,000          115,320
Medco Health Solutions, Inc.(1)                                                                       2,330,000          114,799
Affymetrix, Inc.(1)                                                                                   2,000,000           98,980
Applera Corp. - Applied Biosystems Group                                                              4,100,000           88,150
Applera Corp. - Celera Genomics Group(1)                                                                528,800            6,208
Lincare Holdings Inc.(1)                                                                              2,200,000           93,148
AMERIGROUP Corp.(1)                                                                                   2,440,000           83,350
OSI Pharmaceuticals, Inc.(1)                                                                          1,500,000           49,200
Caremark Rx, Inc.(1)                                                                                    700,000           32,711
IDEXX Laboratories, Inc.(1)                                                                             510,000           32,660
Chugai Pharmaceutical Co., Ltd.                                                                       1,535,100           28,859
ICOS Corp.(1)                                                                                           700,000           18,291
ImClone Systems Inc.(1)                                                                                 450,000           14,724
Elan Corp., PLC (ADR)(1)                                                                              1,070,000            9,534
Andrx Group(1)                                                                                          122,500            2,221
                                                                                                                      13,380,658

INDUSTRIALS -- 8.27%
General Electric Co.                                                                                 34,710,000        1,166,603
Tyco International Ltd.                                                                              38,463,900        1,070,450
United Parcel Service, Inc., Class B                                                                 13,117,800          929,921
Boeing Co.                                                                                           12,400,000          831,048
Illinois Tool Works Inc.                                                                              7,770,100          654,864
General Dynamics Corp.                                                                                5,120,700          586,781
Southwest Airlines Co.                                                                               38,868,877          517,733
3M Co.                                                                                                6,940,000          493,781
Caterpillar Inc.                                                                                      5,966,000          331,053
Mitsubishi Corp.                                                                                     18,490,000          303,654
Raytheon Co.                                                                                          6,700,000          262,774
Robert Half International Inc.                                                                        7,610,000          256,305
Ryanair Holdings PLC (ADR)(1)                                                                         4,606,400          210,927
Burlington Northern Santa Fe Corp.                                                                    3,950,000          209,429
FedEx Corp.                                                                                           2,550,000          207,672
Monster Worldwide Inc.(1)                                                                             5,775,000          180,411
Northrop Grumman Corp.                                                                                3,182,000          178,478
Lockheed Martin Corp.                                                                                 2,800,000          174,272
Deutsche Post AG                                                                                      6,460,000          162,755
Union Pacific Corp.                                                                                   2,000,000          136,540
Allied Waste Industries, Inc.(1)                                                                     16,000,000          127,680
Bombardier Inc., Class B                                                                             43,021,750          114,121
Manpower Inc.                                                                                         2,500,000          112,650
ChoicePoint Inc.(1)                                                                                   2,400,000          103,032
JetBlue Airways Corp.(1)                                                                              4,144,000           78,943
Deere & Co.                                                                                           1,200,000           78,456
                                                                                                                       9,480,333

FINANCIALS -- 6.72%
Fannie Mae                                                                                           21,623,200        1,103,648
American International Group, Inc.                                                                   18,475,200        1,093,732
Freddie Mac                                                                                          17,102,300        1,032,637
Citigroup Inc.                                                                                       10,660,000          466,588
UFJ Holdings, Inc.(1)                                                                                    62,761          391,405
Banco Bradesco SA, preferred nominative (ADR)                                                         8,800,000          374,704
Mitsubishi Estate Co., Ltd.                                                                          27,050,000          322,722
Bank of New York Co., Inc.                                                                            9,195,000          281,091
SunTrust Banks, Inc.                                                                                  3,640,000          255,819
XL Capital Ltd., Class A                                                                              3,545,000          246,378
State Street Corp.                                                                                    5,000,000          241,650
Mizuho Financial Group, Inc.                                                                             38,500          213,657
Capital One Financial Corp.                                                                           2,500,000          205,600
Marshall & Ilsley Corp.                                                                               4,000,000          175,080
Wells Fargo & Co.                                                                                     2,730,000          162,763
ICICI Bank Ltd.                                                                                      14,230,000          155,854
Berkshire Hathaway Inc., Class A(1)                                                                       1,650          137,198
Chubb Corp.                                                                                           1,500,000          130,440
Marsh & McLennan Companies, Inc.                                                                      4,425,000          124,121
Genworth Financial, Inc., Class A                                                                     3,368,300          108,358
Golden West Financial Corp.                                                                           1,600,000           97,584
Aon Corp.                                                                                             3,218,600           96,301
American Express Co.                                                                                  1,700,000           93,908
AXIS Capital Holdings Ltd.                                                                            3,140,000           88,705
Protective Life Corp.                                                                                 1,500,000           61,545
City National Corp.                                                                                     675,000           48,627
                                                                                                                       7,710,115

CONSUMER STAPLES -- 5.00%
Altria Group, Inc.                                                                                   27,436,700        1,939,775
Walgreen Co.                                                                                         19,866,000          920,392
Coca-Cola Co.                                                                                        16,965,000          746,460
Avon Products, Inc.                                                                                  11,689,000          383,633
PepsiCo, Inc.                                                                                         6,635,000          363,930
Anheuser-Busch Companies, Inc.                                                                        7,505,000          332,547
Kerry Group PLC, Class A                                                                              8,965,824          218,815
Bunge Ltd.                                                                                            3,500,000          205,520
Whole Foods Market, Inc.                                                                                974,800          126,003
Wm. Wrigley Jr. Co.                                                                                   1,630,000          115,812
Procter & Gamble Co.                                                                                  2,073,500          115,038
Constellation Brands, Inc., Class A(1)                                                                3,200,000           88,064
SYSCO Corp.                                                                                           2,350,000           78,443
General Mills, Inc.                                                                                   1,235,000           56,958
Wal-Mart Stores, Inc.                                                                                 1,050,000           47,208
                                                                                                                       5,738,598

TELECOMMUNICATION SERVICES -- 3.31%
Vodafone Group PLC (ADR)                                                                             45,755,000        1,246,824
Vodafone Group PLC                                                                                  120,765,000          330,383
Sprint Nextel Corp.                                                                                  24,521,007          635,830
Qwest Communications International Inc.(1,2)                                                        117,900,000          459,810
Telefonica, SA (ADR)                                                                                  5,200,000          258,856
Telefonica, SA                                                                                        6,240,000          102,911
KDDI Corp.                                                                                               38,000          200,235
Telephone and Data Systems, Inc.                                                                      1,993,100           81,418
Telephone and Data Systems, Inc., Special Common Shares                                               1,993,100           76,734
Bharti Tele-Ventures Ltd.(1)                                                                         21,000,000          150,494
France Telecom, SA                                                                                    4,600,000          138,404
MCI, Inc.                                                                                             4,500,000          115,380
Broadview Networks Holdings, Inc., Class A(1,3,4)                                                        31,812               --
                                                                                                                       3,797,279

MATERIALS -- 2.90%
Barrick Gold Corp.                                                                                   17,610,000          461,734
Freeport-McMoRan Copper & Gold Inc., Class B(2)                                                       9,596,000          404,663
BHP Billiton Ltd.                                                                                    19,516,661          300,801
Phelps Dodge Corp.                                                                                    2,500,000          268,825
CRH PLC                                                                                               9,299,204          252,398
Rio Tinto PLC                                                                                         6,075,000          214,550
Inco Ltd.                                                                                             5,000,000          211,650
Potash Corp. of Saskatchewan Inc.                                                                     1,904,000          209,573
Sealed Air Corp.(1)                                                                                   3,384,400          171,758
Monsanto Co.                                                                                          2,500,000          159,600
Newmont Mining Corp.                                                                                  3,650,000          144,467
Nitto Denko Corp.                                                                                     2,111,000          134,132
Alcoa Inc.                                                                                            5,000,000          133,950
USX-U.S. Steel Group                                                                                  3,021,000          126,640
Newcrest Mining Ltd.                                                                                  8,700,000          111,348
Dow Chemical Co.                                                                                        306,900           13,258
                                                                                                                       3,319,347

UTILITIES -- 0.17%
Questar Corp.                                                                                         2,475,000          193,100


MISCELLANEOUS -- 1.77%
Other common stocks in initial period of acquisition                                                                   2,032,268


Total common stocks (cost: $79,765,812,000)                                                                          103,435,523


                                                                                                                    Market value
Preferred stocks -- 0.00%                                                                                Shares            (000)


TELECOMMUNICATION SERVICES -- 0.00%
Broadview Networks Holdings, Inc., Series B(1,3,4)                                                        1,272              550


Total preferred stocks (cost: $21,000,000)                                                                                   550




Convertible securities -- 0.00%


INFORMATION TECHNOLOGY -- 0.00%
ProAct Technologies Corp., Series C, convertible preferred(1,3,4)                                     6,500,000               95


Total convertible securities (cost: $255,000)                                                                                 95



                                                                                               Principal amount
Bonds & notes -- 0.25%                                                                                    (000)


CONSUMER DISCRETIONARY -- 0.14%
General Motors Corp. 8.375% 2033                                                                    $   106,649           90,118
General Motors Acceptance Corp. 8.00% 2031                                                               53,730           49,837
General Motors Corp. 8.25% 2023                                                                          24,000           20,220
                                                                                                                         160,175

TELECOMMUNICATION SERVICES -- 0.11%
Qwest Capital Funding, Inc. 7.75% 2031(2)                                                               53,800            47,075
U S WEST Capital Funding, Inc. 6.875% 2028(2)                                                           36,000            30,060
Qwest Capital Funding, Inc. 7.625% 2021(2)                                                              25,000            22,250
U S WEST Capital Funding, Inc. 6.50% 2018(2)                                                            25,250            21,463
                                                                                                                         120,848

Total bonds & notes (cost: $254,565,000)                                                                                 281,023



Short-term securities -- 9.58%


U.S. Treasury Bills 2.901%-3.375% due 9/1-11/3/2005                                                   1,437,400        1,433,136
Federal Home Loan Bank 3.195%-3.67% due 9/2-11/30/2005                                                1,333,585        1,329,258
Freddie Mac 3.24%-3.63% due 9/6-11/15/2005                                                            1,119,454        1,115,020
Federal Farm Credit Banks 3.10%-3.57% due 9/8-11/17/2005                                                413,300          412,054
International Bank for Reconstruction and Development 3.295%-3.47% due 9/26-10/28/2005                  382,400          380,802
Tennessee Valley Authority 3.21%-3.465% due 9/1-10/13/2005                                              371,900          371,409
Preferred Receivables Funding Corp. 3.54%-3.61% due 10/4-10/24/2005(3)                                  200,000          199,044
Park Avenue Receivables Co., LLC 3.42%-3.64% due 9/12-10/19/2005(3)                                     157,997          157,437
Variable Funding Capital Corp. 3.44%-3.57% due 9/23-10/20/2005(3)                                       355,000          353,728
Bank of America Corp. 3.40%-3.73% due 9/19-11/7/2005                                                    350,000          348,684
CAFCO, LLC 3.35%-3.69% due 9/2-11/8/2005(3)                                                             350,000          348,464
Procter & Gamble Co. 3.24%-3.63% due 9/7-11/7/2005(3)                                                   325,000          323,817
Clipper Receivables Co., LLC 3.44%-3.73% due 9/12-11/16/2005(3)                                         310,000          308,653
DuPont (E.I.) de Nemours & Co. 3.34%-3.57% due 9/8-10/20/2005                                           300,000          299,206
General Electric Capital Corp. 3.44%-3.64% due 10/3-11/1/2005                                           161,400          160,650
General Electric Capital Services, Inc. 3.39%-3.53% due 9/16-10/13/2005                                 125,000          124,623
Wells Fargo & Co. 3.48%-3.57% due 9/23-10/28/2005                                                       275,000          274,971
Gannett Co. 3.35%-3.49% due 9/6-9/21/2005(3)                                                            266,200          265,888
Three Pillars Funding, LLC 3.33%-3.53% due 9/2-10/19/2005(3)                                            182,751          182,418
SunTrust Banks, Inc. 3.74% due 11/22/2005                                                                50,000           50,000
Wal-Mart Stores Inc. 3.35%-3.57% due 9/13-10/18/2005(3)                                                 225,750          225,137
HSBC Finance Corp. 3.42%-3.66%  due 9/27-11/9/2005                                                      225,400          224,447
International Lease Finance Corp. 3.42%-3.58% due 9/23-10/21/2005                                       105,000          104,633
AIG Funding, Inc. 3.40% due 9/16/2005                                                                    50,000           49,928
American General Finance Corp. 3.36%-3.60% due 9/1-10/19/2005                                            50,000           49,880
Coca-Cola Co. 3.38%-3.59% due 9/16-11/1/2005                                                            200,000          199,122
Exxon Asset Management Co. 3.34%-3.57% due 9/7-10/24/2005(3)                                            155,600          155,130
Fannie Mae 3.28%-3.585% due 9/21-11/2/2005                                                              150,400          149,816
BellSouth Corp. 3.37%-3.47% due 9/2-9/28/2005(3)                                                        136,100          135,894
Private Export Funding Corp. 3.20%-3.67% due 9/6-11/15/2005(3)                                          133,375          132,840
American Express Credit Corp. 3.46%-3.67% due 9/19-11/9/2005                                            130,000          129,302
Triple-A One Funding Corp. 3.37%-3.58% due 9/9-10/5/2005(3)                                             113,139          112,829
PepsiCo Inc. 3.40%-3.51% due 9/2-9/28/2005(3)                                                            95,300           95,158
Medtronic Inc. 3.33%-3.47% due 9/1-9/19/2005(3)                                                          91,250           91,154
ChevronTexaco Funding Corp. 3.50%-3.53% due 10/11-10/19/2005                                             75,000           74,666
SBC Communications Inc. 3.40%-3.55% due 9/15-10/3/2005(3)                                                74,724           74,532
NetJets Inc. 3.57%-3.61% due 10/3-10/19/2005(3)                                                          70,000           69,720
3M Co. 3.53%-3.54% due 10/21-10/24/2005                                                                  70,000           69,635
FCAR Owner Trust I 3.38%-3.64% due 9/12-10/24/2005                                                       55,000           54,829
Colgate-Palmolive Co. 3.41%-3.52% due 9/2-9/26/2005(3)                                                   50,000           49,931
Verizon Network Funding Corp. 3.53%-3.57% due 9/26-9/29/2005                                             50,000           49,864
Abbott Laboratories Inc. 3.50% due 9/29/2005(3)                                                          50,000           49,859
IBM Capital Inc. 3.455% due 10/5/2005(3)                                                                 50,000           49,835
Anheuser-Busch Companies, Inc. 3.24% due 9/6/2005(3)                                                     35,000           34,981
Harvard University 3.45%-3.52% due 10/3-10/17/2005                                                       30,350           30,215
Scripps (E.W.) Co. 3.40% due 9/21/2005(3)                                                                30,000           29,942
New Center Asset Trust Plus 3.53% due 10/3/2005                                                          25,000           24,919
USAA Capital Corp. 3.64% due 11/15/2005                                                                  25,000           24,807


Total short-term securities (cost: $10,982,548,000)                                                                   10,982,267


Total investment securities (cost: $91,024,180,000)                                                                  114,699,458
Other assets less liabilities                                                                                           (44,257)

Net assets                                                                                                          $114,655,201



"Miscellaneous"   securities   include  holdings  in  their  initial  period  of
acquisition that have not previously been publicly disclosed.


(1) Security did not produce income during the last 12 months.
(2) Represents an affiliated company as defined under the Investment Act of
    1940.
(3) Purchased in a private placement transaction; resale may be limited to
    qualified institutional buyers; resale to the public may require
    registration. The total value of all such restricted securities was
    $3,704,926,000, which represented 3.23% of the net assets of the fund.
(4) Valued under fair value procedures adopted by authority of the Board of
    Directors.

ADR = American Depositary Receipts


See Notes to Financial Statements


FINANCIAL STATEMENTS

Statement of assets and liabilities
at August 31, 2005                            (dollars and shares in thousands,
                                                      except per-share amounts)



Assets:
 Investment securities at market:
  Unaffiliated issuers (cost: $84,162,814)                                         $104,539,127
  Affiliated issuers (cost: $6,861,366)                                              10,160,331                     $114,699,458
 Cash denominated in non-U.S. currencies
  (cost: $10,782)                                                                                                         10,566
 Cash                                                                                                                        124
 Receivables for:
  Sales of investments                                                                  243,490
  Sales of fund's shares                                                                216,217
  Dividends and interest                                                                108,300
  Other                                                                                   3,369                          571,376
                                                                                                                     115,281,524
Liabilities:
 Payables for:
  Purchases of investments                                                              351,470
  Repurchases of fund's shares                                                          157,260
  Investment advisory services                                                           24,302
  Services provided by affiliates                                                        82,305
  Deferred Directors'  compensation                                                       1,853
  Other fees and expenses                                                                 9,133                          626,323
Net assets at August 31, 2005                                                                                       $114,655,201

Net assets consist of:
 Capital paid in on shares of capital stock                                                                          $89,963,596
 Undistributed net investment income                                                                                     383,091
 Undistributed net realized gain                                                                                         640,797
 Net unrealized appreciation                                                                                          23,667,717
Net assets at August 31, 2005                                                                                       $114,655,201


Total authorized  capital stock - 5,500,000  shares,  $.001 par value (3,908,881
total shares outstanding)



                                                         Net assets          Shares outstanding        Net asset value per share
                                                                                                                             (1)
Class A                                                 $67,792,765                   2,297,028                           $29.51
Class B                                                   6,098,096                     213,609                            28.55
Class C                                                   7,054,138                     247,782                            28.47
Class F                                                  12,122,385                     412,803                            29.37
Class 529-A                                               1,386,413                      47,133                            29.42
Class 529-B                                                 334,422                      11,647                            28.71
Class 529-C                                                 447,032                      15,563                            28.72
Class 529-E                                                  75,625                       2,588                            29.23
Class 529-F                                                  29,952                       1,019                            29.38
Class R-1                                                   122,134                       4,229                            28.88
Class R-2                                                 1,566,860                      54,285                            28.86
Class R-3                                                 6,388,908                     219,149                            29.15
Class R-4                                                 8,032,096                     273,644                            29.35
Class R-5                                                 3,204,375                     108,402                            29.56


(1) 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 $31.31 and
    $31.21, respectively.

See Notes to Financial Statements

Statement of operations
for the year ended August 31, 2005                      (dollars in thousands)



Investment income:
 Income:
  Dividends (net of non-U.S. withholding
            tax of $29,201; also includes
            $104,244 from affiliates)                                                        $1,104,697
  Interest (net of non-U.S. withholding
            tax of $1; also includes
            $9,118 from affiliates)                                                             264,788              $1,369,485

 Fees and expenses: (1)
  Investment advisory services                                                                  276,238
  Distribution services                                                                         344,109
  Transfer agent services                                                                        75,687
  Administrative services                                                                        53,867
  Reports to shareholders                                                                         2,051
  Registration statement and prospectus                                                           3,839
  Postage, stationery and supplies                                                                9,044
  Directors' compensation                                                                           617
  Auditing and legal                                                                                199
  Custodian                                                                                       6,629
  State and local taxes                                                                               1
  Other                                                                                             271
  Total fees and expenses before reimbursements/waivers                                         772,552
 Less reimbursement/waiver of fees and expenses:
  Investment advisory services                                                                   20,117
  Administrative services                                                                           534
  Total fees and expenses after reimbursements/waivers                                                                  751,901
 Net investment income                                                                                                  617,584

Net realized gain and unrealized
 appreciation on investments
 and non-U.S. currency:
 Net realized gain (loss) on:
  Investments including $6,372 net gain from affiliates                                       1,059,576
  Non-U.S. currency transactions                                                                 (4,872)              1,054,704
 Net unrealized appreciation on:
  Investments                                                                                16,659,996
  Non-U.S. currency translations                                                                     99              16,660,095
   Net realized gain and
    unrealized appreciation
    on investments and non-U.S. currency                                                                             17,714,799
Net increase in net assets resulting
 from operations                                                                                                    $18,332,383

(1)  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 August 31
                                                                                                   2005                    2004
Operations:
 Net investment income                                                                         $617,584                 $57,036
 Net realized gain on investments and
  non-U.S. currency transactions                                                              1,054,704               1,517,009
 Net unrealized appreciation
  on investments and non-U.S. currency translations                                          16,660,095               2,933,858
  Net increase in net assets
   resulting from operations                                                                 18,332,383               4,507,903


Dividends paid to shareholders
 from net investment income                                                                    (281,650)                (20,306)

Capital share transactions                                                                   17,405,596              21,009,117

Total increase in net assets                                                                 35,456,329              25,496,714

Net assets:
 Beginning of year                                                                           79,198,872              53,702,158
 End of year (including undistributed
  net investment income: $383,091 and $52,263, respectively)                               $114,655,201             $79,198,872

See Notes to Financial Statements




NOTES TO FINANCIAL STATEMENTS


1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - The Growth Fund of America, Inc. (the "fund") is registered under
the  Investment  Company  Act of 1940  as an  open-end,  diversified  management
investment company. The fund invests in a wide range of companies that appear to
offer superior opportunities for growth of capital.

The fund offers 14 share classes  consisting of four retail share classes,  five
CollegeAmerica(R)  savings  plan share  classes and five  retirement  plan share
classes.  The CollegeAmerica  savings plan share classes (529-A,  529-B,  529-C,
529-E and  529-F) are  sponsored  by the  Commonwealth  of  Virginia  and can be
utilized to save for college  education.  The five retirement plan share classes
(R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry
any conversion rights. The fund's share classes are described below:



---------------------------------------------------------------------------------------------------------
      Share class       Initial sales charge Contingent deferred sales         Conversion feature
                                               charge upon redemption
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
  Classes A and 529-A       Up to 5.75%         None (except 1% for                   None
                                                certain redemptions
                                                 within one year of
                                                purchase without an
                                               initial sales charge)
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
  Classes B and 529-B           None           Declines from 5% to 0%    Classes B and 529-B convert to
                                               for redemptions within         classes A and 529-A,
                                               six years of purchase    respectively, after eight years
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
        Class C                 None         1% for redemptions within    Class C converts to Class F
                                                one year of purchase             after 10 years
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
      Class 529-C               None         1% for redemptions within                None
                                                one year of purchase
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
      Class 529-E               None                    None                          None
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
  Classes F and 529-F           None                    None                          None
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Classes R-1, R-2, R-3,          None                    None                          None
      R-4 and R-5
---------------------------------------------------------------------------------------------------------



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.

--------
CollegeAmerica is a registered trademark of the Virginia College Savings
Plan.(SM)


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:

          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 an independent  pricing service when such prices
          are  available.   However,  where  the  investment  adviser  deems  it
          appropriate, such securities will be valued at the mean quoted bid and
          asked prices (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,  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 are determined  based on an amortized
          value to par when they reach 60 days or less  remaining  to  maturity.
          The ability of the issuers of the debt  securities held by the fund to
          meet their  obligations may be affected by economic  developments in a
          specific  industry,  state or region.  Securities and other assets for
          which  representative  market quotations are not readily available are
          fair valued as  determined in good faith under  procedures  adopted by
          authority of the fund's  Board of  Directors.  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.

          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.  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.

          NON-U.S.  CURRENCY  TRANSLATION  - Assets and  liabilities,  including
          investment   securities,   denominated  in  non-U.S.   currencies  are
          translated  into U.S.  dollars at the exchange  rates in effect at the
          end of  the  reporting  period.  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.  In  the
          accompanying financial statements,  the effects of changes in non-U.S.
          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
          non-U.S. currencies are disclosed separately.

2.       NON-U.S. INVESTMENTS

INVESTMENT  RISK - The risks of investing in securities of non-U.S.  issuers may
include,  but are not  limited to,  investment  and  repatriation  restrictions;
revaluation of currencies;  adverse political, social and economic developments;
government involvement in the private sector; limited and less reliable investor
information;  lack of  liquidity;  certain  local  tax law  considerations;  and
limited regulation of the securities markets.

TAXATION - Dividend income is recorded net of non-U.S.  withholding  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.  For the  year  ended  August  31,  2005,  there  were  no  non-U.S.
withholding taxes paid on realized gains. As of August 31, 2005, non-U.S.  taxes
provided on unrealized gains were $7,298,000.


3.       FEDERAL INCOME TAXATION AND DISTRIBUTIONS

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.

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 differing  treatment for items such as
non-U.S. currency gains and losses; short-term capital gains and losses; capital
losses  related  to sales of  certain  securities  within  30 days of  purchase;
deferred  expenses;  and cost of  investments  sold.  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.  As of August 31, 2005, the cost of investment  securities for federal
income tax purposes was $91,038,039,000.

During the year ended August 31, 2005,  the fund  reclassified  $4,872,000  from
undistributed  net  investment  income to  undistributed  net realized gains and
$234,000 from  undistributed  net investment income to capital paid in on shares
of capital stock to align financial reporting with tax reporting.

As of August 31, 2005, the components of  distributable  earnings on a tax basis
were as follows (dollars in thousands):



Undistributed net investment income and non-U.S. currency gains                                              $387,628
Loss deferrals related to non-U.S. currency that were realized during the period
   November 1, 2004 through August 31, 2005                                                                    (2,683)
Undistributed long-term capital gains                                                                         654,656
Gross unrealized appreciation on investment securities                                                     26,048,163
Gross unrealized depreciation on investment securities                                                     (2,386,744)
Net unrealized appreciation on investment securities                                                       23,661,419


At the  beginning  of the period,  the fund had a capital loss  carryforward  of
$405,043,000  expiring in 2011.  The capital loss  carryforward  was utilized to
offset  capital gains  realized  during the current year.  During the year ended
August 31,  2005,  the fund  realized,  on a tax basis,  a net  capital  gain of
$1,059,699,000.

Ordinary income  distributions  paid to shareholders  from net investment income
and non-U.S. currency gains were as follows (dollars in thousands):



Share class                                         Year ended   August 31, 2005             Year ended   August 31, 2004
Class A                                                                $ 196,961                                 $ 11,834
Class B                                                                        -                                        -
Class C                                                                        -                                        -
Class F                                                                   33,311                                    4,078
Class 529-A                                                                3,701                                      640
Class 529-B                                                                    -                                        -
Class 529-C                                                                    -                                        -
Class 529-E                                                                   20                                        -
Class 529-F                                                                   69                                        9
Class R-1                                                                      -                                        -
Class R-2                                                                      -                                        -
Class R-3                                                                  9,434                                    1,019
Class R-4                                                                 24,656                                    1,782
Class R-5                                                                 13,498                                      944
Total                                                                  $ 281,650                                 $ 20,306


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 Service  Company  ("AFS"),  the fund's
transfer agent, and American Funds  Distributors,  Inc.  ("AFD"),  the principal
underwriter of the fund's shares.

INVESTMENT  ADVISORY  SERVICES - The Investment  Advisory and Service  Agreement
with CRMC  provides  for monthly  fees accrued  daily.  At the  beginning of the
period,  these fees were based on a declining  series of annual rates  beginning
with 0.50% on the first $1 billion of daily net assets and  decreasing to 0.260%
on such  assets in excess of $89  billion.  The Board of  Directors  approved an
amended agreement effective,  September 1, 2005,  continuing the series of rates
to include  additional  annual  rates of 0.255% on daily net assets in excess of
$102.5 billion but not exceeding  $116 billion;  0.250% on such assets in excess
of $116 billion but not  exceeding  $130  billion;  and 0.245% on such assets in
excess of $130  billion.  During the year ended  August 31,  2005,  CRMC reduced
investment  advisory  services  fees  to  the  rates  provided  by  the  amended
agreement.  CRMC is also  currently  waiving a portion  of  investment  advisory
services fees. At the beginning of the period,  CRMC waived 5% of these fees and
increased  the waiver to 10% on April 1, 2005.  During the year ended August 31,
2005, total investment  advisory  services fees waived by CRMC were $20,117,000.
As a  result,  the  fee  shown  on  the  accompanying  financial  statements  of
$276,238,000,  which was equivalent to an annualized rate of 0.285%, was reduced
to $256,121,000, or 0.264% 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 Class R-5.  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 0.25%
          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 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 for
          providing  certain   shareholder   services.   The  remaining  amounts
          available  to be paid under  each plan are paid to selling  dealers to
          compensate them for their selling 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 0.25% is not exceeded.
          As of August 31, 2005,  unreimbursed expenses subject to reimbursement
          totaled  $13,851,000 for Class A. There were no unreimbursed  expenses
          subject to reimbursement for Class 529-A.



         ------------------------------------------------ ----------------------------- -----------------------------
         Share class                                       Currently approved limits            Plan limits
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Class A                                                      0.25%                         0.25%
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Class 529-A                                                  0.25                          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, 529-F 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
          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) 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.  CRMC has agreed to pay
          AFS on the fund's behalf for a portion of the transfer  agent services
          fees for some of the retirement plan share classes. For the year ended
          August 31, 2005, the total  administrative  services fees paid by CRMC
          were  $534,000  for  class  R-2.   Administrative  services  fees  are
          presented  gross of any payments made by CRMC. Each 529 share class is
          subject to an additional annual  administrative  services fee of 0.10%
          of its respective average daily net assets; this fee is payable to the
          Commonwealth  of Virginia for the  maintenance  of the  CollegeAmerica
          plan. Although these amounts are included with administrative services
          fees in 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 August 31, 2005, were as follows (dollars in thousands):



         --------------------------------------------------------------------------------------------------------------
           Share class    Distribution    Transfer agent                     Administrative services
                            services         services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
                                                                  CRMC          Transfer agent      Commonwealth of
                                                             administrative        services             Virginia
                                                                services                             administrative
                                                                                                        services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class A        $150,085          $69,362        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B         54,762            6,325         Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          58,814         Included            $8,871             $1,482           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F         23,890          Included            13,135              1,042           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A        1,845          Included            1,505                186               $ 1,094
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B        2,777          Included             384                 126                 278
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C        3,569          Included             493                 135                 358
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E         299           Included              82                 10                   60
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F         36            Included              32                  4                   23
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1          879           Included             133                 36             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2         9,175          Included            1,834               3,801           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3        23,709          Included            7,055                719            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4         14,269         Included            8,652                117            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included            2,181                 39            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total         $344,109          $75,687           $44,357             $7,697               $1,813
         --------------------------------------------------------------------------------------------------------------


DEFERRED   DIRECTORS'   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 $617,000,  shown on the accompanying
financial statements,  includes $344,000 in current fees (either paid in cash or
deferred) and a net increase of $273,000 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.       CAPITAL SHARE TRANSACTIONS

Capital share  transactions  in the fund were as follows  (dollars and shares in
thousands):



                                                                                                            Reinvestments of
Share class                                                                   Sales(1)                 dividends and distributions
                                                                        Amount         Shares               Amount       Shares
Year ended August 31, 2005
Class A                                                           $ 11,936,861        441,726            $ 188,689        7,094
Class B                                                                792,730         30,457                    -            -
Class C                                                              1,888,048         72,219                    -            -
Class F                                                              4,413,012        163,978               28,586        1,080
Class 529-A                                                            411,150         15,278                3,701          139
Class 529-B                                                             73,941          2,818                    -            -
Class 529-C                                                            129,269          4,900                    -            -
Class 529-E                                                             22,803            854                   20            1
Class 529-F                                                             11,393            427                   69            2
Class R-1                                                               77,632          2,932                    -            -
Class R-2                                                              766,575         28,964                    -            -
Class R-3                                                            3,313,918        124,192                9,421          358
Class R-4                                                            4,688,956        175,888               24,612          930
Class R-5                                                            2,033,183         75,500               13,271          499
Total net increase
   (decrease)                                                     $ 30,559,471      1,140,133            $ 268,369       10,103

Year ended August 31, 2004
Class A                                                           $ 13,997,627        571,535             $ 11,368          479
Class B                                                              1,361,390         57,197                    -            -
Class C                                                              2,272,540         95,568                    -            -
Class F                                                              4,026,826        165,027                3,553          150
Class 529-A                                                            396,211         16,197                  640           27
Class 529-B                                                             94,663          3,934                    -            -
Class 529-C                                                            135,685          5,626                    -            -
Class 529-E                                                             21,280            876                    -            -
Class 529-F                                                             10,194            420                    9           -*
Class R-1                                                               45,559          1,891                    -            -
Class R-2                                                              652,292         26,868                    -            -
Class R-3                                                            2,767,267        113,203                1,018           43
Class R-4                                                            3,346,408        136,236                1,779           75
Class R-5                                                            1,025,373         41,161                  907           38
Total net increase
   (decrease)                                                     $ 30,153,315      1,235,739             $ 19,274          812



Share class                                                                Repurchases(1)                       Net increase
                                                                       Amount          Shares               Amount       Shares
Year ended August 31, 2005
Class A                                                          $ (8,043,207)       (297,741)         $ 4,082,343      151,079
Class B                                                              (487,396)        (18,609)             305,334       11,848
Class C                                                              (726,215)        (27,757)           1,161,833       44,462
Class F                                                            (1,339,348)        (49,720)           3,102,250      115,338
Class 529-A                                                           (46,982)         (1,733)             367,869       13,684
Class 529-B                                                            (8,482)           (320)              65,459        2,498
Class 529-C                                                           (19,885)           (747)             109,384        4,153
Class 529-E                                                            (2,601)            (97)              20,222          758
Class 529-F                                                            (1,256)            (46)              10,206          383
Class R-1                                                             (28,663)         (1,077)              48,969        1,855
Class R-2                                                            (277,631)        (10,385)             488,944       18,579
Class R-3                                                            (952,949)        (35,566)           2,370,390       88,984
Class R-4                                                          (1,063,809)        (39,544)           3,649,759      137,274
Class R-5                                                            (423,820)        (15,721)           1,622,634       60,278
Total net increase
   (decrease)                                                   $ (13,422,244)       (499,063)        $ 17,405,596      651,173

Year ended August 31, 2004
Class A                                                          $ (6,407,752)       (261,061)         $ 7,601,243      310,953
Class B                                                              (337,205)        (14,098)           1,024,185       43,099
Class C                                                              (430,258)        (18,004)           1,842,282       77,564
Class F                                                              (824,402)        (33,759)           3,205,977      131,418
Class 529-A                                                           (23,708)           (964)             373,143       15,260
Class 529-B                                                            (4,482)           (185)              90,181        3,749
Class 529-C                                                            (8,634)           (359)             127,051        5,267
Class 529-E                                                            (1,490)            (62)              19,790          814
Class 529-F                                                              (487)            (20)               9,716          400
Class R-1                                                             (13,212)           (547)              32,347        1,344
Class R-2                                                            (118,354)         (4,877)             533,938       21,991
Class R-3                                                            (399,246)        (16,323)           2,369,039       96,923
Class R-4                                                            (439,571)        (17,816)           2,908,616      118,495
Class R-5                                                            (154,671)         (6,245)             871,609       34,954
Total net increase
   (decrease)                                                    $ (9,163,472)       (374,320)        $ 21,009,117      862,231


* Amount less than one thousand.
(1) Includes exchanges between share classes of the fund.

6.       INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities,  of $32,791,075,000 and  $17,763,268,000,  respectively,  during the
year ended August 31, 2005.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
year ended  August 31,  2005,  the  custodian  fee of  $6,629,000,  shown on the
accompanying  financial  statements,  includes  $96,000  that was offset by this
reduction, rather than paid in cash.




Financial highlights (1)


                                                                                       Income (loss) from investment operations(2)
                                                                                                               Net
                                                                    Net asset                        gains (losses)
                                                                       value,            Net         on securities      Total from
                                                                    beginning     investment        (both realized      investment
                                                                    of period   income (loss)       and unrealized)     operations
Class A:
 Year ended 8/31/2005                                                  $24.43           $.21                 $4.96           $5.17
 Year ended 8/31/2004                                                   22.49            .05                  1.90            1.95
 Year ended 8/31/2003                                                   18.57            .06                  3.88            3.94
 Year ended 8/31/2002                                                   23.20            .04                 (4.62)          (4.58)
 Year ended 8/31/2001                                                   35.91            .15                 (8.62)          (8.47)
Class B:
 Year ended 8/31/2005                                                   23.73              -                  4.82            4.82
 Year ended 8/31/2004                                                   22.00           (.13)                 1.86            1.73
 Year ended 8/31/2003                                                   18.28           (.09)                 3.81            3.72
 Year ended 8/31/2002                                                   22.98           (.13)                (4.57)          (4.70)
 Year ended 8/31/2001                                                   35.79           (.07)                (8.56)          (8.63)
Class C:
 Year ended 8/31/2005                                                   23.68           (.01)                 4.80            4.79
 Year ended 8/31/2004                                                   21.96           (.14)                 1.86            1.72
 Year ended 8/31/2003                                                   18.26           (.10)                 3.80            3.70
 Year ended 8/31/2002                                                   22.95           (.13)                (4.56)          (4.69)
 Period from 3/15/2001 to 8/31/2001                                     23.78           (.08)                 (.75)           (.83)
Class F:
 Year ended 8/31/2005                                                   24.33            .20                  4.94            5.14
 Year ended 8/31/2004                                                   22.41            .04                  1.90            1.94
 Year ended 8/31/2003                                                   18.53            .05                  3.87            3.92
 Year ended 8/31/2002                                                   23.19            .03                 (4.61)          (4.58)
 Period from 3/15/2001 to 8/31/2001                                     23.92            .02                  (.75)           (.73)
Class 529-A:
 Year ended 8/31/2005                                                   24.38            .19                  4.95            5.14
 Year ended 8/31/2004                                                   22.47            .04                  1.90            1.94
 Year ended 8/31/2003                                                   18.56            .07                  3.88            3.95
 Period from 2/15/2002 to 8/31/2002                                     22.62            .01                 (4.07)          (4.06)
Class 529-B:
 Year ended 8/31/2005                                                   23.91           (.04)                 4.84            4.80
 Year ended 8/31/2004                                                   22.20           (.18)                 1.89            1.71
 Year ended 8/31/2003                                                   18.48           (.12)                 3.84            3.72
 Period from 2/15/2002 to 8/31/2002                                     22.62           (.08)                (4.06)          (4.14)
Class 529-C:
 Year ended 8/31/2005                                                   23.91           (.04)                 4.85            4.81
 Year ended 8/31/2004                                                   22.21           (.17)                 1.87            1.70
 Year ended 8/31/2003                                                   18.48           (.12)                 3.85            3.73
 Period from 2/15/2002 to 8/31/2002                                     22.62           (.08)                (4.06)          (4.14)
Class 529-E:
 Year ended 8/31/2005                                                   24.22            .10                  4.92            5.02
 Year ended 8/31/2004                                                   22.37           (.05)                 1.90            1.85
 Year ended 8/31/2003                                                   18.55           (.02)                 3.87            3.85
 Period from 3/1/2002 to 8/31/2002                                      22.95           (.02)                (4.38)          (4.40)
Class 529-F:
 Year ended 8/31/2005                                                   24.34            .19                  4.94            5.13
 Year ended 8/31/2004                                                   22.45            .02                  1.89            1.91
 Period from 9/16/2002 to 8/31/2003                                     18.39            .03                  4.06            4.09




Financial highlights (1)                                           (continued)

                                                                                       Income (loss) from investment operations(2)
                                                                                                               Net
                                                                    Net asset                         gains(losses)
                                                                       value,            Net         on securities      Total from
                                                                    beginning     investment        (both realized      investment
                                                                    of period   (loss) income      and unrealized)     operations
Class R-1:
 Year ended 8/31/2005                                                  $24.02          $(.01)                $4.87           $4.86
 Year ended 8/31/2004                                                   22.28           (.15)                 1.89            1.74
 Year ended 8/31/2003                                                   18.53           (.11)                 3.87            3.76
 Period from 6/6/2002 to 8/31/2002                                      21.08           (.03)                (2.52)          (2.55)
Class R-2:
 Year ended 8/31/2005                                                   24.01           (.01)                 4.86            4.85
 Year ended 8/31/2004                                                   22.26           (.14)                 1.89            1.75
 Year ended 8/31/2003                                                   18.53           (.10)                 3.86            3.76
 Period from 5/21/2002 to 8/31/2002                                     22.11           (.03)                (3.55)          (3.58)
Class R-3:
 Year ended 8/31/2005                                                   24.18            .12                  4.91            5.03
 Year ended 8/31/2004                                                   22.35           (.03)                 1.88            1.85
 Year ended 8/31/2003                                                   18.55           (.02)                 3.86            3.84
 Period from 5/21/2002 to 8/31/2002                                     22.11           (.01)                (3.55)          (3.56)
Class R-4:
 Year ended 8/31/2005                                                   24.35            .19                  4.94            5.13
 Year ended 8/31/2004                                                   22.44            .05                  1.90            1.95
 Year ended 8/31/2003                                                   18.57            .05                  3.87            3.92
 Period from 5/28/2002 to 8/31/2002                                     22.01            .01                 (3.45)          (3.44)
Class R-5:
 Year ended 8/31/2005                                                   24.50            .28                  4.97            5.25
 Year ended 8/31/2004                                                   22.52            .12                  1.91            2.03
 Year ended 8/31/2003                                                   18.58            .11                  3.89            4.00
 Period from 5/15/2002 to 8/31/2002                                     22.40            .03                 (3.85)          (3.82)




Financial highlights (1)

                                                                               Dividends and distributions

                                                                     Dividends
                                                                     (from net   Distributions               Total       Net asset
                                                                    investment   (from capital       dividends and      value, end
                                                                       income)          gains)       distributions       of period
Class A:
 Year ended 8/31/2005                                                   $(.09)            $ -               $(.09)          $29.51
 Year ended 8/31/2004                                                    (.01)              -                (.01)           24.43
 Year ended 8/31/2003                                                    (.02)              -                (.02)           22.49
 Year ended 8/31/2002                                                    (.05)              -                (.05)           18.57
 Year ended 8/31/2001                                                    (.15)          (4.09)              (4.24)           23.20
Class B:
 Year ended 8/31/2005                                                       -               -                   -            28.55
 Year ended 8/31/2004                                                       -               -                   -            23.73
 Year ended 8/31/2003                                                       -               -                   -            22.00
 Year ended 8/31/2002                                                       -               -                   -            18.28
 Year ended 8/31/2001                                                    (.09)          (4.09)              (4.18)           22.98
Class C:
 Year ended 8/31/2005                                                       -               -                   -            28.47
 Year ended 8/31/2004                                                       -               -                   -            23.68
 Year ended 8/31/2003                                                       -               -                   -            21.96
 Year ended 8/31/2002                                                       -               -                   -            18.26
 Period from 3/15/2001 to 8/31/2001                                         -               -                   -            22.95
Class F:
 Year ended 8/31/2005                                                    (.10)              -                (.10)           29.37
 Year ended 8/31/2004                                                    (.02)              -                (.02)           24.33
 Year ended 8/31/2003                                                    (.04)              -                (.04)           22.41
 Year ended 8/31/2002                                                    (.08)              -                (.08)           18.53
 Period from 3/15/2001 to 8/31/2001                                         -               -                   -            23.19
Class 529-A:
 Year ended 8/31/2005                                                    (.10)              -                (.10)           29.42
 Year ended 8/31/2004                                                    (.03)              -                (.03)           24.38
 Year ended 8/31/2003                                                    (.04)              -                (.04)           22.47
 Period from 2/15/2002 to 8/31/2002                                         -               -                   -            18.56
Class 529-B:
 Year ended 8/31/2005                                                       -               -                   -            28.71
 Year ended 8/31/2004                                                       -               -                   -            23.91
 Year ended 8/31/2003                                                       -               -                   -            22.20
 Period from 2/15/2002 to 8/31/2002                                         -               -                   -            18.48
Class 529-C:
 Year ended 8/31/2005                                                       -               -                   -            28.72
 Year ended 8/31/2004                                                       -               -                   -            23.91
 Year ended 8/31/2003                                                       -               -                   -            22.21
 Period from 2/15/2002 to 8/31/2002                                         -               -                   -            18.48
Class 529-E:
 Year ended 8/31/2005                                                    (.01)              -                (.01)           29.23
 Year ended 8/31/2004                                                       -               -                   -            24.22
 Year ended 8/31/2003                                                    (.03)              -                (.03)           22.37
 Period from 3/1/2002 to 8/31/2002                                          -               -                   -            18.55
Class 529-F:
 Year ended 8/31/2005                                                    (.09)              -                (.09)           29.38
 Year ended 8/31/2004                                                    (.02)              -                (.02)           24.34
 Period from 9/16/2002 to 8/31/2003                                      (.03)              -                (.03)           22.45




Financial highlights (1)                                            (continued)

                                                                              Dividends and distributions

                                                                     Dividends
                                                                     (from net   Distributions               Total       Net asset
                                                                    investment   (from capital       dividends and      value, end
                                                                       income)          gains)       distributions       of period
Class R-1:
 Year ended 8/31/2005                                                     $ -             $ -                 $ -           $28.88
 Year ended 8/31/2004                                                       -               -                   -            24.02
 Year ended 8/31/2003                                                    (.01)              -                (.01)           22.28
 Period from 6/6/2002 to 8/31/2002                                          -               -                   -            18.53
Class R-2:
 Year ended 8/31/2005                                                       -               -                   -            28.86
 Year ended 8/31/2004                                                       -               -                   -            24.01
 Year ended 8/31/2003                                                    (.03)              -                (.03)           22.26
 Period from 5/21/2002 to 8/31/2002                                         -               -                   -            18.53
Class R-3:
 Year ended 8/31/2005                                                    (.06)              -                (.06)           29.15
 Year ended 8/31/2004                                                    (.02)              -                (.02)           24.18
 Year ended 8/31/2003                                                    (.04)              -                (.04)           22.35
 Period from 5/21/2002 to 8/31/2002                                         -               -                   -            18.55
Class R-4:
 Year ended 8/31/2005                                                    (.13)              -                (.13)           29.35
 Year ended 8/31/2004                                                    (.04)              -                (.04)           24.35
 Year ended 8/31/2003                                                    (.05)              -                (.05)           22.44
 Period from 5/28/2002 to 8/31/2002                                         -               -                   -            18.57
Class R-5:
 Year ended 8/31/2005                                                    (.19)              -                (.19)           29.56
 Year ended 8/31/2004                                                    (.05)              -                (.05)           24.50
 Year ended 8/31/2003                                                    (.06)              -                (.06)           22.52
 Period from 5/15/2002 to 8/31/2002                                         -               -                   -            18.58





Financial highlights (1)



                                                                         Ratio of expenses    Ratio of expenses
                                                                            to average net       to average net   Ratio of net
                                                             Net assets,     assets before         assets after  income (loss)
                                                   Total   end of period   reimbursements/      reimbursements/     to average
                                               return (3)   (in millions)          waivers          waivers (4)     net assets
Class A:
 Year ended 8/31/2005                              21.20%        $67,793               .68%                 .66%          .76%
 Year ended 8/31/2004                               8.65          52,432               .70                  .70           .20
 Year ended 8/31/2003                              21.23          41,267               .76                  .76           .28
 Year ended 8/31/2002                             (19.80)         30,644               .75                  .75           .18
 Year ended 8/31/2001                             (25.28)         34,312               .71                  .71           .56
Class B:
 Year ended 8/31/2005                              20.31           6,098              1.43                 1.41           .01
 Year ended 8/31/2004                               7.86           4,788              1.44                 1.44          (.55)
 Year ended 8/31/2003                              20.35           3,490              1.53                 1.53          (.49)
 Year ended 8/31/2002                             (20.45)          2,170              1.52                 1.52          (.60)
 Year ended 8/31/2001                             (25.83)          1,437              1.48                 1.48          (.29)
Class C:
 Year ended 8/31/2005                              20.23           7,054              1.48                 1.46          (.05)
 Year ended 8/31/2004                               7.83           4,814              1.50                 1.50          (.60)
 Year ended 8/31/2003                              20.26           2,762              1.55                 1.55          (.52)
 Year ended 8/31/2002                             (20.44)          1,370              1.55                 1.55          (.63)
 Period from 3/15/2001 to 8/31/2001                (3.49)            385               .80                  .80          (.34)
Class F:
 Year ended 8/31/2005                              21.18          12,122               .70                  .68           .73
 Year ended 8/31/2004                               8.66           7,237               .72                  .72           .17
 Year ended 8/31/2003                              21.22           3,721               .75                  .75           .28
 Year ended 8/31/2002                             (19.83)          1,576               .77                  .77           .15
 Period from 3/15/2001 to 8/31/2001                (3.05)            350               .38                  .38           .08
Class 529-A:
 Year ended 8/31/2005                              21.13           1,386               .73                  .71           .69
 Year ended 8/31/2004                               8.63             815               .74                  .74           .16
 Year ended 8/31/2003                              21.35             409               .67                  .67           .36
 Period from 2/15/2002 to 8/31/2002               (17.95)            144               .86 (6)              .86 (6)       .07 (6)
Class 529-B:
 Year ended 8/31/2005                              20.08             335              1.59                 1.57          (.16)
 Year ended 8/31/2004                               7.70             219              1.62                 1.62          (.72)
 Year ended 8/31/2003                              20.13             120              1.66                 1.66          (.63)
 Period from 2/15/2002 to 8/31/2002               (18.30)             39              1.66 (6)             1.66 (6)      (.74)(6)
Class 529-C:
 Year ended 8/31/2005                              20.12             447              1.58                 1.56          (.15)
 Year ended 8/31/2004                               7.65             273              1.61                 1.61          (.71)
 Year ended 8/31/2003                              20.18             136              1.65                 1.65          (.61)
 Period from 2/15/2002 to 8/31/2002               (18.30)             45              1.64 (6)             1.64 (6)      (.72)(6)
Class 529-E:
 Year ended 8/31/2005                              20.73              76              1.06                 1.04           .36
 Year ended 8/31/2004                               8.27              44              1.09                 1.09          (.19)
 Year ended 8/31/2003                              20.78              23              1.11                 1.11          (.08)
 Period from 3/1/2002 to 8/31/2002                (19.17)              6               .56                  .56          (.10)
Class 529-F:
 Year ended 8/31/2005                              21.12              30               .72                  .70           .70
 Year ended 8/31/2004                               8.53              16               .84                  .84           .07
 Period from 9/16/2002 to 8/31/2003                22.27               5               .86 (6)              .86 (6)       .16 (6)




Financial highlights  (1)                                           (continued)


                                                                         Ratio of expenses    Ratio of expenses
                                                                            to average net       to average net    Ratio of net
                                                             Net assets,     assets before         assets after   (loss) income
                                                   Total   end of period   reimbursements/      reimbursements/      to average
                                                 return    (in millions)          waivers           waivers (4)      net assets
Class R-1:
 Year ended 8/31/2005                              20.23%           $122              1.47%                1.44%         (.05)%
 Year ended 8/31/2004                               7.81              57              1.51                 1.51          (.61)
 Year ended 8/31/2003                              20.29              23              1.59                 1.53          (.53)
 Period from 6/6/2002 to 8/31/2002                (12.10)              1               .46                  .36          (.16)
Class R-2:
 Year ended 8/31/2005                              20.20           1,567              1.51                 1.45          (.04)
 Year ended 8/31/2004                               7.86             857              1.60                 1.48          (.57)
 Year ended 8/31/2003                              20.29             305              1.82                 1.49          (.49)
 Period from 5/21/2002 to 8/31/2002               (16.19)              8               .49                  .42          (.17)
Class R-3:
 Year ended 8/31/2005                              20.83           6,389               .96                  .94           .46
 Year ended 8/31/2004                               8.28           3,148              1.05                 1.05          (.14)
 Year ended 8/31/2003                              20.75             743              1.11                 1.11          (.11)
 Period from 5/21/2002 to 8/31/2002               (16.10)             11               .33                  .31          (.06)
Class R-4:
 Year ended 8/31/2005                              21.15           8,032               .70                  .68           .72
 Year ended 8/31/2004                               8.70           3,320               .71                  .71           .20
 Year ended 8/31/2003                              21.19             401               .74                  .74           .26
 Period from 5/28/2002 to 8/31/2002               (15.63)              3               .25                  .20           .05
Class R-5:
 Year ended 8/31/2005                              21.52           3,204               .40                  .38          1.02
 Year ended 8/31/2004                               9.02           1,179               .41                  .41           .50
 Year ended 8/31/2003                              21.61             297               .43                  .43           .56
 Period from 5/15/2002 to 8/31/2002               (17.05)             95               .13                  .13           .14





                                                                                   Year ended August 31
                                                                        2005     2004       2003      2002      2001

Portfolio turnover rate for all classes of shares                        20%      19%        25%       30%       36%



(1) Based on operations for the period shown (unless otherwise noted) and,
    accordingly, may not be representative of a full year.
(2) Based on average shares outstanding.
(3) Total returns exclude all sales charges, including contingent deferred
    sales charges.
(4) The ratios in this column reflect the impact, if any, of certain
    reimbursements/waivers from CRMC.  During the year ended 8/31/2005, CRMC
    reduced fees for investment advisory services for all share classes.
    In addition, during the start-up period for the retirement plan share
    classes (except Class R-5), CRMC agreed to pay a portion of the fees
    related to transfer agent services.
(5) Amount less than one cent.
(6) Annualized.

See Notes to Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of The Growth Fund of America, Inc.:

We have audited the accompanying statement of assets and liabilities of The
Growth Fund of America, Inc. (the "Fund"), including the investment portfolio,
as of August 31, 2005, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits 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 and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
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, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of August 31, 2005, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Growth Fund of America, Inc. as of August 31, 2005, 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 the financial highlights for each of
the periods presented, in conformity with accounting principles generally
accepted in the United States of America.



DELOITTE & TOUCHE LLP
Costa Mesa, California
October 4, 2005




TAX INFORMATION                                                      unaudited

We are  required  to advise  you within 60 days of the  fund's  fiscal  year-end
regarding  the  federal  tax  status  of  certain   distributions   received  by
shareholders  during such fiscal year. The information below is provided for the
fund's fiscal year ending August 31, 2005.

Individual shareholders are eligible for reduced tax rates on qualified dividend
income. The fund designates 100% of the dividends received as qualified dividend
income.

Corporate  shareholders may exclude up to 70% of qualifying dividends.  The fund
designates $612,977,000 of dividends received as qualified dividend income.

For state tax  purposes,  certain  states may exempt from income  taxation  that
portion of the income  dividends  paid by the fund that were derived from direct
U.S. government obligations. The fund designates $38,997,000 as interest derived
on direct U.S. government obligations.

INDIVIDUAL  SHAREHOLDERS  SHOULD  REFER  TO THEIR  FORM  1099-DIV  OR OTHER  TAX
INFORMATION  WHICH WILL BE MAILED IN JANUARY 2006 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 2005 TAX RETURNS.  SHAREHOLDERS  SHOULD  CONSULT
THEIR TAX ADVISERS.