Growth Fund of America, Inc.

<PAGE>

THE GROWTH FUND OF AMERICA, INC.

Part B
Statement of Additional Information

November 1, 2006

(as supplemented January 1, 2007)

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, 2006. 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 . . . . . . . . . . . . . . . . 28
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . . 29
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . . 32
Purchase and exchange of shares . . . . . . . . . . . . . . . . . . 37
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Sales charge reductions and waivers . . . . . . . . . . . . . . . . 42
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
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. The prices
of these securities can be adversely affected by the outcome of financial
contracts (such as derivatives) held by third parties relating to various assets
or indices.

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

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

The Growth Fund of America -- Page 2
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INVESTING IN SMALLER CAPITALIZATION STOCKS -- The fund may invest in the stocks
of smaller capitalization companies (typically companies with market
capitalizations of less than $3.5 billion at the time of purchase). The
investment adviser believes that the issuers of smaller capitalization stocks
often provide attractive investment opportunities. However, investing in smaller
capitalization stocks can involve greater risk than is customarily associated
with investing in stocks of larger, more established companies. For example,
smaller companies often have limited product lines, limited 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 periodic interest and repay the amount borrowed
either periodically during the life of the security and/or at maturity. Some
debt securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values and 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. The prices of these securities
can be adversely affected by the outcome of financial contracts (such as
derivatives) held by third parties relating to various assets or indices.

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.

The Growth Fund of America -- Page 3
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LIQUIDITY AND VALUATION -- There may be little trading in the secondary
market for particular debt securities, which may affect adversely the
fund's ability to value accurately or dispose of such debt securities.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the value and/or liquidity of debt
securities.

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

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 and some may be subject to redemption at the option of the issuer at a
predetermined price. 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 the European Union. 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.

The Growth Fund of America -- Page 4
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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.

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

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

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.

The Growth Fund of America -- Page 5
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FORWARD COMMITMENT, WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The fund
may enter into commitments to purchase or sell securities at a future date. When
the fund agrees to purchase such securities, it assumes the risk of any decline
in value of the security from the date of the agreement. If the other party to
such a transaction fails to deliver or pay for the securities, the fund could
miss a favorable price or yield opportunity, or could experience a loss.

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

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.

* * * * * *

The Growth Fund of America -- Page 6
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PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held. Short-term trading
profits are not the fund's objective, and changes in its investments are
generally accomplished gradually, though short-term transactions may
occasionally be made. High portfolio turnover involves correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions, 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, 2006 and 2005 were 22% and 20%, 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
shareholder meeting, if the holders of more than 50% of the outstanding voting
securities are present in person or by proxy, or (b) more than 50% of the
outstanding voting securities. 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).

The Growth Fund of America -- Page 7
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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).

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
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MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS

"INDEPENDENT" DIRECTORS/1/

NUMBER OF
NAME, AGE AND PORTFOLIOS/3/
POSITION WITH FUND PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS/4/ HELD
(YEAR FIRST ELECTED/2/) DURING PAST FIVE YEARS BY DIRECTOR BY DIRECTOR
---------------------------------------------------------------------------------------------------------

Joseph C. Berenato, 60 Chairman of the Board and 6 Ducommun Incorporated
Director (2003) CEO, Ducommun Incorporated
(aerospace components
manufacturer)
---------------------------------------------------------------------------------------------------------
Robert J. Denison, 65 Chair, First Security 6 None
Director (2005) Management (private
investments)
---------------------------------------------------------------------------------------------------------
Robert A. Fox, 69 Managing General Partner, 7 Chemtura Corporation
Director (1970) Fox Investments LP;
corporate director; retired
President and CEO, Foster
Farms (poultry producer)
---------------------------------------------------------------------------------------------------------
Leonade D. Jones, 58 Co-founder, VentureThink 6 None
Director (1993) LLC (developed and managed
e-commerce businesses) and
Versura Inc. (education
loan exchange); former
Treasurer, The Washington
Post Company
---------------------------------------------------------------------------------------------------------
John G. McDonald, 69 Stanford Investors 8 iStar Financial, Inc.;
Director (1976) Professor, Graduate School Plum Creek Timber Co.;
of Business, Stanford Scholastic Corporation;
University Varian, Inc.
---------------------------------------------------------------------------------------------------------
Gail L. Neale, 71 President, The Lovejoy 6 None
Director (1998) Consulting Group, Inc. (a
pro bono consulting group
advising nonprofit
organizations)
---------------------------------------------------------------------------------------------------------
Henry E. Riggs, 71 President Emeritus, Keck 4 None
Chairman of the Board Graduate Institute of
(Independent and Applied Life Sciences
Non-Executive) and
Director (1989)
---------------------------------------------------------------------------------------------------------
Patricia K. Woolf, 72 Private investor; corporate 6 None
Director (1985) director; former lecturer,
Department of Molecular
Biology, Princeton
University
---------------------------------------------------------------------------------------------------------

The Growth Fund of America -- Page 9
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"INTERESTED" DIRECTORS/5/

PRINCIPAL OCCUPATION(S)
DURING PAST FIVE YEARS
AND POSITIONS NUMBER OF
NAME, AGE AND HELD WITH AFFILIATED ENTITIES PORTFOLIOS/3/
POSITION WITH FUND OR THE PRINCIPAL UNDERWRITER OVERSEEN OTHER DIRECTORSHIPS/4/ HELD
(YEAR FIRST ELECTED/2/) OF THE FUND BY DIRECTOR BY DIRECTOR
--------------------------------------------------------------------------------------------------------

James F. Rothenberg, 60 Chairman of the Board, Capital 2 None
Vice Chairman of the Research and Management
Board (1997) Company; Director, American
Funds Distributors, Inc.*;
Director, The Capital Group
Companies, Inc.*; Director,
Capital Group Research, Inc.*
--------------------------------------------------------------------------------------------------------
Donald D. O'Neal, 46 Senior Vice President and 3 None
President (1995) Director, Capital Research and
Management Company
--------------------------------------------------------------------------------------------------------

OTHER OFFICERS

NAME, AGE AND
POSITION WITH FUND PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
(YEAR FIRST AND POSITIONS HELD WITH AFFILIATED ENTITIES
ELECTED/2/) OR THE PRINCIPAL UNDERWRITER OF THE FUND
----------------------------------------------------------------------------------

Gordon Crawford, 59 Senior Vice President, Capital Research and
Senior Vice Management Company
President (1992)
----------------------------------------------------------------------------------
Paul G. Haaga, Jr., 57 Vice Chairman of the Board, Capital Research and
Senior Vice Management Company; Director, The Capital Group
President (1994) Companies, Inc.*
----------------------------------------------------------------------------------
Michael T. Kerr, 47 Vice President, Capital Research and Management
Senior Vice Company; Senior Vice President, Capital Research
President (1998) Company*
----------------------------------------------------------------------------------
Bradley J. Vogt/6/, 41 President and Director, Capital Research Company*;
Senior Vice Director, American Funds Distributors, Inc.*
President (1999)
----------------------------------------------------------------------------------
Richard M. Beleson/6/, 52 Senior Vice President, Capital Research Company*
Vice President (1992)
----------------------------------------------------------------------------------
Mark E. Merritt/6/, 37 Senior Vice President, Capital Research Company*
Vice President (2004)
----------------------------------------------------------------------------------
Patrick F. Quan, 48 Vice President - Fund Business Management Group,
Secretary Capital Research and Management Company
(1986 -1998; 2000)
----------------------------------------------------------------------------------
Jeffrey P. Regal, 35 Vice President - Fund Business Management Group,
Treasurer (2006) Capital Research and Management Company
----------------------------------------------------------------------------------
David A. Pritchett, 40 Vice President - Fund Business Management Group,
Assistant Treasurer Capital Research and Management Company
(1999)
----------------------------------------------------------------------------------

The Growth Fund of America -- Page 10
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* Company affiliated with Capital Research and Management Company.

/1/ An "independent" director refers to a director who is not an "interested
person" within the meaning of the 1940 Act.
/2/ Directors and officers of the fund serve until their resignation, removal or
retirement.
/3/ Funds managed by Capital Research and Management Company, including the
American Funds, American Funds Insurance Series,(R) which serves as the
underlying investment vehicle for certain variable insurance contracts, and
Endowments, whose shareholders are limited to certain nonprofit organizations.
/4/ This includes all directorships (other than those in the American Funds) that
are held by each director as a director of a public company or a registered
investment company.
/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 11
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FUND SHARES OWNED BY DIRECTOR AS OF DECEMBER 31, 2005

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

"INDEPENDENT" DIRECTORS
-------------------------------------------------------------------------------
Joseph C. Berenato $50,001 - $100,000 Over $100,000
-------------------------------------------------------------------------------
Robert J. Denison Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Robert A. Fox Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Leonade D. Jones Over $100,000 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
-------------------------------------------------------------------------------
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.

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 independent director an annual fee of
$21,000. If the aggregate annual fees paid to an independent director by all
funds advised by the investment adviser is less than $50,000, that independent
director would be eligible for a $50,000 alternative fee. This alternative fee
is paid by those funds for which the independent 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. An
independent 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 other 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 independent 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 12
<PAGE>

Independent 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 independent director each pay an equal
portion of these attendance fees.

The nominating committee of the board of directors, a committee comprised
exclusively of independent 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.
Independent directors may elect, on a voluntary basis, to defer all or a portion
of their fees through a deferred compensation plan in effect for the fund. The
fund also reimburses certain expenses of the independent directors.

DIRECTOR COMPENSATION PAID DURING THE FISCAL YEAR ENDED AUGUST 31, 2006

TOTAL COMPENSATION (INCLUDING
VOLUNTARILY DEFERRED
COMPENSATION/1/)
AGGREGATE COMPENSATION FROM ALL FUNDS MANAGED BY
(INCLUDING VOLUNTARILY CAPITAL RESEARCH AND
DEFERRED COMPENSATION/1/) MANAGEMENT
NAME FROM THE FUND COMPANY OR ITS AFFILIATES/2/
------------------------------------------------------------------------------------------------------

Joseph C. Berenato/3/ $43,209 $216,334
------------------------------------------------------------------------------------------------------
Robert J. Denison/3/ 43,162 159,329
------------------------------------------------------------------------------------------------------
Robert A. Fox/3/ 42,215 248,500
------------------------------------------------------------------------------------------------------
Leonade D. Jones/3/ 43,917 252,500
------------------------------------------------------------------------------------------------------
John G. McDonald/3/ 41,124 323,500
------------------------------------------------------------------------------------------------------
Gail L. Neale/3/ 37,250 152,000
------------------------------------------------------------------------------------------------------
Henry E. Riggs/3/ 52,875 163,000
------------------------------------------------------------------------------------------------------
Patricia K. Woolf/3/ 41,334 213,500
------------------------------------------------------------------------------------------------------

/1/ Amounts may be deferred by eligible directors under a nonqualified deferred
compensation plan adopted by the fund in 1993. Deferred amounts accumulate at
an earnings rate determined by the total return of one or more American Funds
as designated by the directors. Compensation shown in this table for the fiscal
year ended August 31, 2006 does not include earnings on amounts deferred in
previous fiscal years. See footnote 3 to this table for more information.
/2/ Funds managed by Capital Research and Management Company, including the
American Funds, American Funds Insurance Series,(R) which 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 2006
fiscal year for participating directors is as follows: Joseph C. Berenato
($91,286), Robert J. Denison ($81,573), Robert A. Fox ($641,814),
Leonade D. Jones ($173,142), John G. McDonald ($498,820), Gail L. Neale ($9,734),
Henry E. Riggs ($544,472) and Patricia K. Woolf ($214,584). Amounts deferred
and accumulated earnings thereon are not funded and are general unsecured
liabilities of the fund until paid to the directors.

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

As of October 1, 2006, 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, consisting of 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. 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/(R)/ account owners invested in Class 529 shares are
not shareholders of the fund and, accordingly, do not have the rights of a
shareholder, such as the right to vote proxies relating to fund shares. As the
legal owner of the fund's Class 529 shares, the Virginia College Savings
Plan/SM/ will vote any proxies relating to such 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 fund's Articles of Incorporation and by-laws as well as separate
indemnification agreements that the fund has entered into with independent
directors provide in effect that, subject to certain conditions, the fund will
indemnify its officers and directors against liabilities or expenses actually
and reasonably incurred by them relating to their service to the fund. However,
directors are not

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

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. Six audit committee meetings were held during
the 2006 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 2006 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 independent director candidates to the full
board of directors. While the committee normally is able to identify from its
own and other resources an ample number of qualified candidates, it will
consider shareholder suggestions of persons to be considered as nominees to fill
future vacancies on the board. Such suggestions must be sent in writing to the
nominating committee of the fund, addressed to the fund's secretary, and must be
accompanied by complete biographical and occupational data on the prospective
nominee, along with a written consent of the prospective nominee for
consideration of his or her name by the committee. Two nominating committee
meetings were held during the 2006 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 2006 fiscal year.

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

The Growth Fund of America -- Page 15
<PAGE>

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, (b) on the American
Funds website at americanfunds.com and (c) on the SEC's website at sec.gov.

The following summary sets forth the general positions of the American Funds,
Endowments, American Funds Insurance Series and the investment adviser on
various proposals. A copy of the full 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.

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.

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

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, 2006. 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 14.68%
201 Progress Parkway Class B 6.75
Maryland Heights, MO 63043-3009
----------------------------------------------------------------------------
Citigroup Global Markets, Inc. Class B 6.13
333 W. 34th Street Class C 14.55
New York, NY 10001-2402 Class F 7.86
----------------------------------------------------------------------------
MLPF&S Class B 5.73
4800 Deer Lake Drive, E., Floor 2 Class C 20.69
Jacksonville, FL 32246-6484 Class R-3 9.55
Class R-4 5.15
----------------------------------------------------------------------------
Charles Schwab & Co., Inc. Class F 13.01
101 Montgomery Street Class R-4 8.44
San Francisco, CA 94104-4151 Class R-5 6.72
----------------------------------------------------------------------------
Hartford Life Insurance Co. Class R-1 32.84
P.O. Box 2999 Class R-3 5.72
Hartford, CT 06104-2999
----------------------------------------------------------------------------
ING National Trust Class R-2 5.23
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
----------------------------------------------------------------------------
ING Life Insurance & Annuity Class R-3 7.52
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
----------------------------------------------------------------------------
John Hancock Life Ins. Co., USA Class R-3 6.03
250 Bloor Street, E., 7th Floor
Toronto Ontario
Canada M4W 1E5
----------------------------------------------------------------------------
Nationwide Trust Company Class R-3 5.70
P.O. Box 182029 Class R-5 5.40
Columbus, OH 43218-2029
----------------------------------------------------------------------------
Fidelity Investments Institutional Class R-4 10.19
100 Magellan Way Class R-5 12.70
Covington, KY 41015-1999
----------------------------------------------------------------------------

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

INVESTMENT ADVISER -- Capital Research and Management Company, the fund's
investment adviser, founded in 1931, maintains research facilities in the United
States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London,
Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with
experienced investment professionals. The investment adviser is located at 333
South Hope Street, Los Angeles, CA 90071 and 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 voting relating to 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 also make investment decisions for 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 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 -- Page 18
<PAGE>

The Growth Fund of America portfolio counselors are measured include: S&P 500
Index 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 portions 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, 2006:

NUMBER
OF OTHER
NUMBER NUMBER ACCOUNTS
OF OTHER OF OTHER THAT
REGISTERED POOLED PORTFOLIO
INVESTMENT INVESTMENT COUNSELOR
COMPANIES (RICS) VEHICLES (PIVS) MANAGES
THAT THAT (ASSETS
PORTFOLIO PORTFOLIO OF
DOLLAR RANGE COUNSELOR COUNSELOR OTHER
OF FUND MANAGES MANAGES ACCOUNTS
PORTFOLIO SHARES (ASSETS OF RICS (ASSETS OF PIVS IN
COUNSELOR OWNED/1/ IN BILLIONS)/2/ IN BILLIONS)/3/ BILLIONS)/4/
------------------------------------------------------------------------------------------------------

Donnalisa Barnum Over 1 $ 80.5 None None
$1,000,000
------------------------------------------------------------------------------------------------------
Gordon Crawford Over 3 $106.7 1 $0.01 None
$1,000,000
------------------------------------------------------------------------------------------------------
James E. Drasdo Over 2 $119.1 None None
$1,000,000
------------------------------------------------------------------------------------------------------
Timothy P. Du $50,001 -- 1 $ 87.9 None None
$100,000
------------------------------------------------------------------------------------------------------
Gregg E. Ireland Over 3 $200.9 1 $0.05 None
$1,000,000
------------------------------------------------------------------------------------------------------
Michael T. Kerr $500,001 -- 2 $115.3 None None
$1,000,000
------------------------------------------------------------------------------------------------------
Donald D. O'Neal Over 2 $164.8 1 $0.05 None
$1,000,000
------------------------------------------------------------------------------------------------------
James F. Rothenberg Over 1 $ 84.3 None None
$1,000,000
------------------------------------------------------------------------------------------------------
R. Michael Shanahan $100,001 -- 2 $ 41.5 None None
$500,000
------------------------------------------------------------------------------------------------------
J. Blair Frank $500,001 -- 2 $ 98.8 None None
$1,000,000
------------------------------------------------------------------------------------------------------

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

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

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, printing and mailing of reports, prospectuses,
proxy statements and notices to its shareholders; taxes; expenses of the
issuance and redemption of fund shares (including stock certificates,
registration and qualification fees and expenses); expenses pursuant to the
fund's plans of distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to independent directors; association dues;
costs of stationery and forms prepared exclusively for the fund; and costs of
assembling and storing shareholder account data.

The Agreement provides for monthly fees, accrued daily, based on the following
annualized 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 Growth Fund of America -- Page 20
<PAGE>

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 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 years ended August 31, 2006 and 2005, the investment adviser was
entitled to receive from the fund advisory fees of $369,674,000 and
$276,238,000, respectively. After giving effect to the advisory fee waivers
described below, the fund paid the investment adviser advisory fees of
$332,707,000 (a reduction of $36,967,000) and $256,121,000 (a reduction of
$20,117,000) for the fiscal years ended August 31, 2006 and 2005, respectively.
For the fiscal year ended August 31, 2004, the fund paid the investment adviser
advisory fees of $205,522,000.

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 the investment adviser is otherwise entitled
to receive and this waiver is expected to 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

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

has been specifically approved at least annually by the vote of a majority of
directors who are not parties to the Administrative Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on such approval. The fund may
terminate the Administrative Agreement at any time by vote of a majority of
independent directors. The investment adviser has the right to terminate the
Administrative Agreement upon 60 days' written notice to the fund. The
Administrative Agreement automatically terminates in the event of its assignment
(as defined in the 1940 Act).

Under the Administrative Agreement, the investment adviser provides certain
transfer agent and administrative services for shareholders of the fund's Class
C and F shares, and 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, 2006, the total fees paid by the investment adviser were $48,000.

As compensation for its services, the investment adviser receives transfer agent
fees for transfer agent services provided to the fund's Class C, F, R and 529
shares. 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 Class C, F, R (excluding Class R-5 shares) and 529 shares for administrative
services provided to these share classes. Administrative services fees are paid
monthly and accrued daily. The investment adviser uses a portion of this fee to
compensate third parties for administrative services provided to the fund. Of
the remainder, the investment adviser does not retain more than 0.05% of the
average daily net assets for each applicable share class. For Class R-5 shares,
the administrative services fee is calculated at the annual rate of up to 0.10%
of the average daily net assets. This fee is subject to the same uses and
limitations described above.

During the 2006 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:

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

CLASS C $13,957,000
--------------------------------------------------------------------------------
CLASS F 14,127,000
--------------------------------------------------------------------------------
CLASS 529-A 1,760,000
--------------------------------------------------------------------------------
CLASS 529-B 490,000
--------------------------------------------------------------------------------
CLASS 529-C 658,000
--------------------------------------------------------------------------------
CLASS 529-E 95,000
--------------------------------------------------------------------------------
CLASS 529-F 42,000
--------------------------------------------------------------------------------
CLASS R-1 295,000
--------------------------------------------------------------------------------
CLASS R-2 8,033,000
--------------------------------------------------------------------------------
CLASS R-3 14,324,000
--------------------------------------------------------------------------------
CLASS R-4 15,655,000
--------------------------------------------------------------------------------
CLASS R-5 5,205,000
--------------------------------------------------------------------------------

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

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
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 2006 $45,582,000 $209,387,000
2005 37,036,000 172,783,000
2004 42,203,000 199,039,000
-------------------------------------------------------------------------------------------
CLASS B 2006 3,699,000 25,941,000
2005 4,167,000 28,346,000
2004 6,537,000 50,147,000
-------------------------------------------------------------------------------------------
CLASS C 2006 566,000 21,841,000
2005 1,515,000 18,022,000
2004 -- 21,866,000
-------------------------------------------------------------------------------------------
CLASS 529-A 2006 3,008,000 14,596,000
2005 2,527,000 12,480,000
2004 2,432,000 12,077,000
-------------------------------------------------------------------------------------------
CLASS 529-B 2006 344,000 2,193,000
2005 460,000 2,790,000
2004 619,000 3,631,000
-------------------------------------------------------------------------------------------
CLASS 529-C 2006 -- 1,503,000
2005 69,000 1,223,000
2004 -- 1,300,000
-------------------------------------------------------------------------------------------

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

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 independent
directors of the fund 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 independent
directors are committed to the discretion of the independent directors 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

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

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, up to 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, respectively; (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, 2006, unreimbursed expenses
which remain subject to reimbursement under the Plan for Class A shares totaled
$7,138,000 or 0.01% 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% 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

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

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.

As of the end of the 2006 fiscal year, total 12b-1 expenses, and the portion of
the expenses that remained unpaid, were:

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

CLASS A $187,421,000 $34,364,000
--------------------------------------------------------------------------------------
CLASS B 66,120,000 7,942,000
--------------------------------------------------------------------------------------
CLASS C 82,473,000 16,177,000
--------------------------------------------------------------------------------------
CLASS F 37,309,000 9,449,000
--------------------------------------------------------------------------------------
CLASS 529-A 3,114,000 798,000
--------------------------------------------------------------------------------------
CLASS 529-B 3,857,000 484,000
--------------------------------------------------------------------------------------
CLASS 529-C 5,435,000 1,193,000
--------------------------------------------------------------------------------------
CLASS 529-E 466,000 121,000
--------------------------------------------------------------------------------------
CLASS 529-F 0 0
--------------------------------------------------------------------------------------
CLASS R-1 1,873,000 564,000
--------------------------------------------------------------------------------------
CLASS R-2 14,441,000 3,688,000
--------------------------------------------------------------------------------------
CLASS R-3 41,077,000 10,083,000
--------------------------------------------------------------------------------------
CLASS R-4 26,048,000 5,953,000
--------------------------------------------------------------------------------------

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

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

A. G. Edwards & Sons, Inc.
AIG Advisors Group:
Advantage Capital
AIG Financial Advisors
FSC
Royal Alliance
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.:
Bancnorth Investment Group
Financial Network

ING Financial Advisors
ING Financial Partners
Multi - Financial
Primevest
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.:
Invest
Investment Centers of America
National Planning Corp
SII Investments

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

NFP Securities, Inc.
Northwestern Mutual Investment Services, LLC.

Pacific Select Group, LLC:
Associated Securities
Contemporary Financial

Mutual Service Corporation
United Planners
Waterstone
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

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, 2006, 2005 and 2004 amounted to $72,849,000, $52,587,000 and
$54,400,000, 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 increase in brokerage commissions paid since 2005 is attributable to
growth in the sale of the fund's shares since 2005, which led the fund to
purchase additional securities for its portfolio, thereby increasing brokerage
commissions paid.

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

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

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 Inc. As of the fund's most
recent fiscal year-end, the fund held equity securities of Citigroup, Inc. in
the amount of $553,000,000.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

The Growth Fund of America -- Page 29
<PAGE>

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.

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 should be indicated. The dealer is responsible for
promptly transmitting purchase and sell orders to the Principal Underwriter.

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

Prices that appear in the newspaper do not always indicate prices at which you
will be purchasing and redeeming shares of the fund, since such prices generally
reflect the previous day's closing price, while purchases and redemptions are
made at the next calculated price. The price you pay for shares, the offering
price, is based on the net asset value per share, which is calculated once daily
as of approximately 4:00 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 indicated below. The fund follows
standard industry practice by typically reflecting changes in its holdings of
portfolio securities on the first business day following a portfolio trade.

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

The Growth Fund of America -- Page 30
<PAGE>

fund's investment adviser performs certain checks on these prices prior to
calculation of the fund's net asset value.

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

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.

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

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.

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 Growth Fund of America -- Page 32
<PAGE>

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS -- Dividends and capital gain
distributions on fund shares will be reinvested in shares of the fund of the
same class, unless shareholders indicate in writing that they wish to receive
them in cash or in shares of the same class of other American Funds, as provided
in the prospectus. Dividends and capital gain distributions by 529 share classes
will be automatically reinvested.

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

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

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

If the fund invests in stock of certain passive foreign investment
companies, the fund may be subject to U.S. federal income taxation on a
portion of any "excess distribution" with respect to, or gain from the
disposition of, such stock. The tax would be determined by allocating such
distribution or gain ratably to each day of the fund's holding period for
the stock. The distribution or gain so allocated to any taxable year of the
fund, other than the taxable year of the excess distribution or
disposition, would be taxed to the fund at the highest ordinary income rate
in effect for such year, and the tax would be further increased by an
interest charge to reflect the value of the tax deferral deemed to have
resulted from the ownership of the foreign company's stock. Any amount of
distribution or gain allocated to the taxable year of the distribution or
disposition would be included in the

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

fund's investment company taxable income and, accordingly, would not be
taxable to the fund to the extent distributed by the fund as a dividend to
its shareholders.

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

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

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

CAPITAL GAIN DISTRIBUTIONS -- The fund also intends to 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.

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

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.

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

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

purposes of determining the amount of gain or loss on the exchange, but will be
treated as having been incurred in the acquisition of such other fund(s).

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

The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders. Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of a regulated investment company may
be subject to backup withholding of federal income tax in the case of non-exempt
U.S. shareholders who fail to furnish the 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.

The Growth Fund of America -- Page 36
<PAGE>

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 APPLICABLE PROGRAM
DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY RELATING TO
THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE RETIREMENT PLAN
SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR INFORMATION
REGARDING PURCHASES, SALES AND EXCHANGES.

PURCHASE AND EXCHANGE OF SHARES

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

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

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

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

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

American Funds
3500 Wiseman Blvd.
San Antonio, TX 78251-4321

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

BY TELEPHONE -- using the American FundsLine. Please see the "Shareholder
account services and privileges" section of this 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

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

Your bank should include the following information when wiring funds:

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

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

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

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. 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. 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. As noted in the prospectus,
purchase minimums may be waived or reduced in certain cases.

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

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

. Employer-sponsored CollegeAmerica accounts.

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

. Retirement accounts that are funded with employer contributions; and

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

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:

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

. 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.

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

EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of The Cash Management
Trust of America may be made to Class B or C shares of other American Funds for
dollar cost averaging purposes. Exchanges from Class A shares of The Cash
Management Trust of America to Class B or C shares of Intermediate Bond Fund of
America, Limited Term Tax-Exempt Bond Fund of America and Short-Term Bond Fund
of America are not permitted. 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 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.

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

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, you may either reinvest the
proceeds in Class B shares or purchase Class A shares. If you purchase
Class A shares, you are 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.

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

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

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 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;

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

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

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

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

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

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.

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

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

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

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

Certain payroll deduction retirement plans purchasing Class A shares under
a Statement on or before November 12, 2006, may continue to purchase Class
A shares at the sales charge determined by that particular Statement until
the plans' values reach the amounts specified in their Statements. Upon
reaching such amounts, the Statements for these plans will be deemed
completed and will terminate at that time. After such termination, these
plans are eligible for additional sales charge reductions by meeting the
criteria under the fund's rights of accumulation policy.

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:

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

. individual-type employee benefit plans, 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

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

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

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

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

. 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 two or more such 403(b) plans that are
treated similarly to employer-sponsored plans for sales charge
purposes, in each case 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.

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

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, 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 your
investment is not in 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.

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"):

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

. 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 elimination of the fund by
the Virginia College Savings Plan as an option for additional investment within
CollegeAmerica.

SELLING SHARES

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

A signature guarantee may be required for certain redemptions. In such an event,
your signature may be guaranteed by a domestic stock exchange or the 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.

The Growth Fund of America -- Page 46
<PAGE>

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

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

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

You may request that redemption proceeds of $1,000 or more from 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
per fund; $25 minimum per fund in the case of employer-sponsored 529 accounts)
and the date on which you would like your investments to occur. The plan will
begin within 30 days after your account application is received. Your bank
account will be debited on the day or a few days before your investment is made,
depending on the bank's capabilities. The Transfer Agent will then invest your
money into the fund you specified on or around the date you specified. If the
date you specified falls on a weekend or holiday, your money will be invested on
the following business day. However, if the following business day falls in the
next month, your money will be invested on the business day immediately
preceding the weekend or holiday. If your bank account cannot be debited due to
insufficient funds, a stop-payment or the closing of the account, the plan may
be terminated and the related investment reversed. You may change the amount of
the investment or discontinue the plan at any time by contacting the Transfer
Agent.

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

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

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 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.

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

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
account application.

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

While payment of redemptions normally will be in cash, the fund's Articles of
Incorporation permit payment of the redemption price wholly or partly 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.

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

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 $77,580,000 for Class A shares and
$6,881,000 for Class B shares, respectively, for the 2006 fiscal year. American
Funds Service Company is also compensated for certain transfer agency services
provided to all other share classes from the administrative services fees paid
to Capital Research and Management Company, as described under "Administrative
services agreement."

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- 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.

INDEPENDENT LEGAL COUNSEL -- Paul, Hastings, Janofsky & Walker LLP, 515 South
Flower Street, Los Angeles, CA 90071, serves as counsel for the fund and for
independent 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
independent directors of the fund, as prescribed by the 1940 Act and related
rules.

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

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 fund's investment portfolio
or summary 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
August 30, 2006, the NASD Hearing Panel ruled against the Principal Underwriter
and imposed a $5 million fine. The Principal Underwriter intends to appeal this
decision to the NASD's National Adjudicatory Council.

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 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

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

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, 2006

Net asset value and redemption price per share
(Net assets divided by shares outstanding). . $31.93
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). . . . . . . . . . . . . . . . $33.88

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
Short-Term Bond Fund of America/SM/ . . . . . . . . . . . . . 048 248 348 448
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
Short-Term Bond Fund of America 1048 1248 1348 1548 1448
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
Short-Term Bond Fund of America. . . 2148 2248 2348 2448 2548
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®]

The Growth Fund of America^®

Investment portfolio

August 31, 2006

Common stocks — 89.19%	Shares			Market value (000)

INFORMATION TECHNOLOGY — 20.16%
Google Inc., Class A¹		8,246,700		$	3,121,623
Oracle Corp.¹		152,458,700			2,385,979
Microsoft Corp.		85,325,000			2,191,999
Cisco Systems, Inc.¹		92,440,000			2,032,756
Applied Materials, Inc.²		88,815,000			1,499,197
Taiwan Semiconductor Manufacturing Co. Ltd.		505,752,964			894,443
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)		31,786,934			295,936
Corning Inc.¹		53,320,000			1,185,837
Samsung Electronics Co., Ltd.		1,676,769			1,134,249
Nokia Corp. (ADR)		31,281,500			653,158
Nokia Corp.		21,078,000			440,914
Texas Instruments Inc.		29,620,200			965,322
Yahoo! Inc.¹		30,950,554			891,995
Linear Technology Corp.²		19,850,000			675,098
Maxim Integrated Products, Inc.²		20,840,000			606,444
eBay Inc.¹		21,279,500			592,847
Symantec Corp.¹		31,713,500			591,140
KLA-Tencor Corp.²		12,940,000			568,195
Micron Technology, Inc.¹		32,660,000			564,365
Intel Corp.		26,700,000			521,718
Xilinx, Inc.²		22,700,000			519,149
Altera Corp.^1,2		23,950,000			484,508
Analog Devices, Inc.		15,216,666			466,239
Dell Inc.¹		18,847,500			425,011
International Business Machines Corp.		5,195,000			420,639
First Data Corp.		9,350,000			401,770
Automatic Data Processing, Inc.		8,000,000			377,600
Intuit Inc.¹		10,148,200			306,679
Microchip Technology Inc.		8,749,800			298,893
ASML Holding NV (New York registered)¹		9,625,000			212,327
ASML Holding NV¹		3,000,000			65,480
Murata Manufacturing Co., Ltd.		3,524,000			242,476
CDW Corp.²		4,000,000			233,200
EMC Corp.¹		18,500,000			215,525
Rohm Co., Ltd.		2,232,000			206,987
Advanced Micro Devices, Inc.¹		8,000,000			199,920
Motorola, Inc.		8,276,500			193,505
Flextronics International Ltd.¹		16,065,000			189,567
LG.Philips LCD Co., Ltd. (ADR)¹		9,500,000			188,765
Hon Hai Precision Industry Co., Ltd.³		32,838,236			185,422
Iron Mountain Inc.¹		4,500,000			184,455
Hirose Electric Co., Ltd.		1,361,200			176,424
Sun Microsystems, Inc.¹		33,846,700			168,895
Sabre Holdings Corp., Class A²		7,062,811			154,817
Hoya Corp.		4,204,000			152,866
AU Optronics Corp.		92,553,740			137,202
Lam Research Corp.¹		3,000,000			128,370
Teradyne, Inc.¹		8,725,000			122,499
Ceridian Corp.¹		5,000,000			119,350
Solectron Corp.¹		36,561,600			114,803
Mediatek Incorporation		11,869,477			108,390
Agere Systems Inc., Class A¹		5,773,929			87,995
Fiserv, Inc.¹		1,500,000			66,255
National Instruments Corp.		2,250,000			62,460
Diebold, Inc.		1,468,000			61,524
Paychex, Inc.		1,701,200			61,090
Yahoo Japan Corp.		136,000			51,016
Jabil Circuit, Inc.		1,640,000			44,001
					29,649,289


HEALTH CARE — 13.65%
Roche Holding AG		18,000,000			3,313,215
Medtronic, Inc.		35,405,000			1,660,494
AstraZeneca PLC (ADR)		13,072,000			851,510
AstraZeneca PLC (Sweden)		9,278,000			598,420
WellPoint, Inc.¹		17,345,000			1,342,676
Zimmer Holdings, Inc.^1,2		15,650,000			1,064,200
Cardinal Health, Inc.		14,005,000			944,217
Forest Laboratories, Inc.^1,2		17,843,950			891,841
Eli Lilly and Co.		15,480,000			865,796
UnitedHealth Group Inc.		15,885,000			825,226
Genentech, Inc.¹		10,000,000			825,200
Amgen Inc.¹		11,335,000			769,987
Sanofi-Aventis		6,966,000			624,307
Schering-Plough Corp.		25,778,200			540,053
Medco Health Solutions, Inc.¹		7,327,000			464,312
Alcon, Inc.		3,275,000			385,762
Biogen Idec Inc.¹		8,185,000			361,286
Allergan, Inc.		3,085,000			353,418
Stryker Corp.		7,325,000			351,820
Novo Nordisk A/S, Class B		4,763,700			351,792
Abbott Laboratories		6,500,000			316,550
Aetna Inc.		8,060,000			300,396
Gilead Sciences, Inc.¹		4,580,000			290,372
Celgene Corp.¹		6,800,000			276,692
McKesson Corp.		4,900,000			248,920
Merck & Co., Inc.		6,000,000			243,300
MedImmune, Inc.¹		6,055,000			167,360
DaVita Inc.¹		2,000,000			116,720
CIGNA Corp.		1,000,000			113,070
Amylin Pharmaceuticals, Inc.¹		2,425,000			109,925
Sepracor Inc.¹		2,000,000			94,020
Lincare Holdings Inc.¹		2,200,000			81,466
AMERIGROUP Corp.¹		2,440,000			76,958
ICOS Corp.¹		2,700,000			66,366
Abraxis BioScience, Inc.¹		2,200,000			54,736
Martek Biosciences Corp.¹		1,507,500			45,331
Affymetrix, Inc.¹		2,000,000			42,620
Chugai Pharmaceutical Co., Ltd.		1,535,100			33,988
Applera Corp. - Celera Genomics Group¹		528,800			7,361
					20,071,683


ENERGY — 13.36%
Schlumberger Ltd.		41,811,000			2,563,014
Suncor Energy Inc.		18,385,952			1,423,187
Canadian Natural Resources, Ltd.		26,000,700			1,363,597
Devon Energy Corp.		16,919,900			1,057,325
Halliburton Co.		27,125,000			884,818
Baker Hughes Inc.		11,385,000			810,384
EOG Resources, Inc.²		12,470,000			808,305
Transocean Inc.¹		11,489,900			766,951
ConocoPhillips		11,353,300			720,140
Petro-Canada		15,885,900			677,645
Cameco Corp. (Canada)		9,000,000			367,971
Cameco Corp.		7,410,000			303,440
BG Group PLC		46,516,737			607,603
OAO LUKOIL (ADR)		6,930,000			580,041
Occidental Petroleum Corp.		11,330,000			577,717
Shell Canada Ltd.		17,500,000			567,781
Nexen Inc.		8,510,517			495,248
Anadarko Petroleum Corp.		10,000,000			469,100
CONSOL Energy Inc.^2,4		7,400,000			269,878
CONSOL Energy Inc.²		3,456,400			126,055
Noble Corp.		5,541,683			362,371
Imperial Oil Ltd.		9,591,854			360,529
Newfield Exploration Co.^1,2		8,264,800			357,370
MOL Magyar Olaj- és Gázipari Rt., Class A		3,490,800			354,207
Diamond Offshore Drilling, Inc.		4,625,000			335,220
Smith International, Inc.		7,958,000			333,997
Apache Corp.		4,050,000			264,384
Exxon Mobil Corp.		3,900,000			263,913
BJ Services Co.		7,300,000			250,463
Talisman Energy Inc.		13,755,000			241,813
Norsk Hydro ASA (ADR)		7,839,000			203,814
National Oilwell Varco Inc.¹		2,450,000			159,985
Arch Coal, Inc.		4,800,000			157,200
Chevron Corp.		2,378,732			153,190
Peabody Energy Corp.		2,830,000			124,718
Murphy Oil Corp.		2,281,000			111,564
ENSCO International Inc.		2,050,000			91,615
Rowan Companies, Inc.		2,200,000			75,240
					19,641,793


CONSUMER DISCRETIONARY — 10.55%
Lowe’s Companies, Inc.²		85,814,400			2,322,138
Target Corp.		39,985,000			1,934,874
Carnival Corp., units²		36,100,000			1,512,590
Best Buy Co., Inc.		22,663,400			1,065,180
News Corp., Class A		47,234,800			898,878
Kohl’s Corp.¹		12,840,000			802,628
Starbucks Corp.¹		20,423,400			633,330
Harrah’s Entertainment, Inc.²		9,823,036			612,565
Limited Brands, Inc.²		20,700,000			532,611
Time Warner Inc.		31,000,000			515,220
Liberty Media Holding Corp., Liberty Interactive, Series A¹		13,137,500			250,401
Liberty Media Holding Corp., Liberty Capital, Series A¹		2,627,500			226,832
IAC/InterActiveCorp¹		12,557,500			357,638
Comcast Corp., Class A¹		5,750,000			201,250
Comcast Corp., Class A, special nonvoting stock¹		4,000,000			139,640
YUM! Brands, Inc.		5,300,000			259,064
Johnson Controls, Inc.		3,400,000			244,562
Garmin Ltd.		5,225,200			244,330
Yamada Denki Co., Ltd.		1,900,000			203,866
Expedia, Inc.¹		12,375,000			201,960
International Game Technology		5,000,000			193,400
Magna International Inc., Class A		2,601,000			187,142
Harley-Davidson, Inc.		2,957,200			173,026
Clear Channel Communications, Inc.		5,573,500			161,854
Toyota Motor Corp.		2,730,000			148,089
Michaels Stores, Inc.		3,350,000			144,218
CarMax, Inc.¹		3,775,000			142,280
Getty Images, Inc.^1,2		3,050,000			138,562
Ross Stores, Inc.		5,067,000			124,091
Apollo Group, Inc., Class A¹		2,145,000			107,700
OSI Restaurant Partners, Inc.		2,940,000			91,052
Discovery Holding Co., Class A¹		6,103,500			85,510
TJX Companies, Inc.		3,000,000			80,250
Big Lots, Inc.¹		4,252,000			78,024
Brinker International, Inc.		2,000,000			76,940
Gap, Inc.		4,567,600			76,781
Lennar Corp., Class A		1,500,000			67,260
Gentex Corp.		4,600,000			66,608
XM Satellite Radio Holdings Inc., Class A¹		3,835,000			49,702
E.W. Scripps Co., Class A		1,000,000			45,470
A. H. Belo Corp., Class A		2,773,700			45,211
DreamWorks Animation SKG, Inc., Class A¹		2,085,000			44,181
MGM Mirage, Inc.¹		772,200			27,552
					15,514,460


FINANCIALS — 7.81%
Fannie Mae		36,522,600			1,922,915
American International Group, Inc.		28,325,200			1,807,714
Freddie Mac		17,602,300			1,119,506
Banco Bradesco SA, preferred nominative (ADR)		20,898,300			683,792
Berkshire Hathaway Inc., Class A¹		6,630			637,123
Citigroup Inc.		11,200,000			552,720
Mitsubishi Estate Co., Ltd.		25,210,000			543,143
Wells Fargo & Co.		12,310,000			427,772
Mitsubishi UFJ Financial Group, Inc.		25,730			350,575
SunTrust Banks, Inc.		4,140,000			316,296
Mellon Financial Corp.		8,481,400			315,763
Mizuho Financial Group, Inc.		38,500			311,134
Bank of New York Co., Inc.		9,195,000			310,331
State Street Corp.		5,000,000			309,000
Marsh & McLennan Companies, Inc.		10,350,900			270,780
ICICI Bank Ltd.		20,000,000			257,355
Golden West Financial Corp.		3,090,500			233,302
XL Capital Ltd., Class A		3,545,000			232,694
Marshall & Ilsley Corp.		4,400,000			205,172
AFLAC Inc.		3,925,000			176,900
Chubb Corp.		3,000,000			150,480
HDFC Bank Ltd.		6,347,000			116,476
AXIS Capital Holdings Ltd.		3,140,000			101,830
Protective Life Corp.		1,500,000			69,045
Umpqua Holdings Corp.		2,175,000			59,530
					11,481,348


INDUSTRIALS— 7.78%
General Electric Co.		38,710,000			1,318,463
Tyco International Ltd.		45,213,900			1,182,343
United Parcel Service, Inc., Class B		14,983,500			1,049,594
Boeing Co.		12,400,000			928,760
General Dynamics Corp.		11,641,400			786,377
Southwest Airlines Co.		38,868,877			673,209
Illinois Tool Works Inc.		13,040,000			572,456
Caterpillar Inc.		7,966,000			528,544
Mitsubishi Heavy Industries, Ltd.		125,464,000			525,660
Deutsche Post AG		12,860,000			325,607
Raytheon Co.		6,700,000			316,307
Mitsubishi Corp.		14,501,300			295,138
Lockheed Martin Corp.		3,330,000			275,058
Burlington Northern Santa Fe Corp.		3,950,000			264,453
Ryanair Holdings PLC (ADR)¹		4,300,000			235,941
Robert Half International Inc.		7,610,000			235,453
3M Co.		3,000,000			215,100
Cintas Corp.		5,783,200			214,152
Northrop Grumman Corp.		3,182,000			212,589
Monster Worldwide, Inc.¹		4,939,500			201,235
Union Pacific Corp.		2,000,000			160,700
Bombardier Inc., Class B¹		51,528,250			156,471
Allied Waste Industries, Inc.¹		14,000,000			144,760
UAL Corp.¹		5,000,000			125,000
ChoicePoint Inc.¹		3,440,000			124,356
Manpower Inc.		1,800,000			106,398
FedEx Corp.		1,000,000			101,030
Avery Dennison Corp.		1,598,000			98,980
JetBlue Airways Corp.¹		6,216,000			63,652
					11,437,786


CONSUMER STAPLES — 5.68%
Altria Group, Inc.		29,436,700			2,458,848
Walgreen Co.		32,747,100			1,619,671
Coca-Cola Co.		16,965,000			760,202
PepsiCo, Inc.		10,635,000			694,253
Seven & I Holdings Co., Ltd.		14,980,000			529,396
Bunge Ltd.²		7,250,000			408,465
Wm. Wrigley Jr. Co.		7,182,500			333,412
Anheuser-Busch Companies, Inc.		4,908,400			242,377
Wal-Mart Stores, Inc.		4,750,000			212,420
Kerry Group PLC, Class A		8,965,824			199,593
Avon Products, Inc.		5,950,000			170,824
IAWS Group PLC		6,175,000			124,746
Procter & Gamble Co.		1,983,000			122,748
Kirin Brewery Co., Ltd.		8,292,000			115,168
Whole Foods Market, Inc.		1,949,600			104,537
SYSCO Corp.		3,302,000			103,650
Constellation Brands, Inc., Class A¹		3,200,000			87,328
General Mills, Inc.		1,235,000			66,974
					8,354,612


MATERIALS — 3.97%
Barrick Gold Corp.		36,210,000			1,212,311
Freeport-McMoRan Copper & Gold Inc., Class B²		9,596,000			558,583
Potash Corp. of Saskatchewan Inc.²		5,304,000			519,633
Newmont Mining Corp.		8,845,000			453,306
Phelps Dodge Corp.		5,000,000			447,500
Inco Ltd.		5,000,000			389,750
Alcoa Inc.		12,500,000			357,375
Monsanto Co.		7,007,034			332,414
CRH PLC		9,389,813			325,201
BHP Billiton Ltd.		15,216,661			321,142
Sealed Air Corp.²		5,289,000			274,340
Rio Tinto PLC		5,156,472			260,684
Newcrest Mining Ltd.		13,250,000			196,856
USX Corp.		3,021,000			175,732
Dow Chemical Co.		306,900			11,702
					5,836,529


TELECOMMUNICATION SERVICES — 2.09%
Sprint Nextel Corp., Series 1		85,919,750			1,453,762
Qwest Communications International Inc.^1,2		106,563,100			938,821
KDDI Corp.		43,000			283,786
Bharti Airtel Ltd.¹		21,000,000			185,915
Telephone and Data Systems, Inc., Special Common Shares		2,303,100			94,381
Telephone and Data Systems, Inc.		1,993,100			84,527
Embarq Corp.¹		689,237			32,498
Broadview Networks Holdings, Inc., Class A^1,3,4		31,812			0
					3,073,690


UTILITIES — 0.14%
Questar Corp.		2,475,000			214,186


MISCELLANEOUS — 4.00%
Other common stocks in initial period of acquisition					5,890,334


Total common stocks (cost: $101,164,868,000)					131,165,710



Preferred stocks — 0.00%

TELECOMMUNICATION SERVICES — 0.00%
Broadview Networks Holdings, Inc.^1,3,4		1,272			583


Total preferred stocks (cost: $21,000,000)					583



Convertible securities — 0.00%		Shares			Market value (000	)

INFORMATION TECHNOLOGY — 0.00%
ProAct Technologies Corp., Series C, convertible preferred^1,3,4		6,500,000		$	31


Total convertible securities (cost: $162,000)					31



Bonds & notes — 0.13%		Principal amount (000	)

CONSUMER DISCRETIONARY — 0.12%
Delphi Automotive Systems Corp. 6.50% 2009⁵	$	20,000			18,100
Delphi Corp. 6.50% 2013⁵		53,500			43,736
Delphi Automotive Systems Corp. 6.55% 2006⁵		58,190			52,662
Delphi Automotive Systems Corp. 7.125% 2029⁵		22,000			17,820
General Motors Corp. 6.375% 2008		3,375			3,274
General Motors Nova Scotia Finance Co. 6.85% 2008		10,000			9,675
General Motors Corp. 7.125% 2013		39,196			33,610
General Motors Corp. 8.375% 2033		2,764			2,329
					181,206


TELECOMMUNICATION SERVICES — 0.01%
Level 3 Financing, Inc. 12.25% 2013⁴		7,950			8,715


Total bonds & notes (cost: $172,966,000)					189,921



Short-term securities — 10.58%

Federal Home Loan Bank 5.025%-5.295% due 9/1-11/29/2006		2,328,500			2,315,120
Freddie Mac 4.97%-5.30% due 9/1/2006-2/6/2007		2,200,000			2,181,904
U.S. Treasury Bills 4.70%-5.081% due 9/7-11/24/2006		1,900,000			1,890,133
Fannie Mae 4.97%-5.30% due 9/6-12/11/2006		1,350,000			1,341,000
Federal Farm Credit Banks 5.03%-5.25% due 9/7/2006-1/25/2007		750,000			746,153
Park Avenue Receivables Co., LLC 5.26%-5.34% due 9/15-10/25/2006⁴		285,000			283,443
Preferred Receivables Funding Corp. 5.26%-5.37% due 9/8-10/19/2006⁴		215,000			213,920
Ciesco LLC 5.26% due 11/3/2006⁴		100,000			99,067
CAFCO, LLC 5.15%-5.38% due 9/8-10/26/2006⁴		400,000			398,089
Bank of America Corp. 5.25%-5.39% due 9/19-12/1/2006		500,000			496,562
International Bank for Reconstruction and Development 5.13%-5.19% due 9/15-11/6/2006		500,000			496,380
Wells Fargo Bank, N.A. 5.27%-5.40% due 9/20-10/2/2006		380,000			380,000
Wells Fargo & Co. 5.25%-5.28% due 9/29/2006		70,000			69,702
International Lease Finance Corp. 5.23%-5.34% due 9/11-11/16/2006		260,000			258,726
AIG Funding, Inc. 5.21%-5.33% due 9/8-10/20/2006		115,000			114,427
American General Finance Corp. 5.24%-5.27% due 9/12-9/22/2006		75,000			74,832
Variable Funding Capital Corp. 5.25%-5.38% due 9/8-11/10/2006⁴		450,000			447,412
Wal-Mart Stores Inc. 5.20%-5.26% due 9/12-11/7/2006⁴		450,000			447,377
Clipper Receivables Co., LLC 5.25%-5.38% due 9/29-10/24/2006⁴		450,000			447,162
Edison Asset Securitization LLC 5.25%-5.37% due 9/22-10/23/2006⁴		200,000			198,778
General Electric Capital Corp. 5.25%-5.35% due 10/25-10/26/2006		150,000			148,823
General Electric Capital Services, Inc. 5.10%-5.25% due 9/8-11/3/2006		100,000			99,441
HSBC Finance Corp. 5.10%-5.35% due 9/5-11/2/2006		298,900			297,022
SunTrust Banks Inc. 5.25% due 9/18/2006		150,000			149,985
Three Pillars Funding, LLC 5.32%-5.38% due 9/7-10/16/2006⁴		70,288			70,099
UnionBanCal Commercial Funding Corp. 5.28%-5.40% due 9/15-11/8/2006		200,000			199,997
Gannett Co. 5.24% due 9/5-9/25/2006⁴		148,100			147,767
FCAR Owner Trust I 5.28%-5.35% due 9/8-11/6/2006		135,000			134,163
Abbott Laboratories 5.20%-5.21% due 10/3-10/24/2006⁴		123,600			122,863
CIT Group, Inc. 5.24%-5.27% due 10/19-11/15/2006		115,000			114,021
Atlantic Industries 5.27%-5.30% due 10/2-10/3/2006⁴		57,351			57,076
Coca-Cola Co. 5.30% due 9/28/2006		55,000			54,779
E.I. duPont de Nemours and Co. 5.195%-5.25% due 9/25-9/26/2006⁴		100,000			99,631
General Dynamics Corp. 5.17%-5.22% due 9/13-12/1/2006⁴		93,500			92,984
NetJets Inc. 5.25%-5.27% due 9/11-9/15/2006⁴		90,000			89,825
3M Co. 5.20%-5.22% due 10/19-11/27/2006		85,000			84,119
BellSouth Corp. 5.23%-5.24% due 10/16-10/20/2006⁴		80,000			79,455
Tennessee Valley Authority 5.16% due 9/14/2006		65,600			65,456
IBM Capital Inc. 5.14% due 9/8-9/11/2006⁴		65,000			64,902
Triple-A One Funding Corp. 5.30%-5.33% due 9/5-9/7/2006⁴		62,465			62,411
Caterpillar Financial Services Corp. 5.27% due 9/18/2006		50,000			49,868
United Parcel Service Inc. 5.21% due 10/17/2006		50,000			49,661
Concentrate Manufacturing Co. of Ireland 5.21% due 9/7-9/11/2006⁴		44,700			44,637
Private Export Funding Corp. 5.24%-5.37% due 10/19-11/28/2006⁴		38,850			38,441
Kimberly-Clark Worldwide Inc. 5.26% due 9/6/2006⁴		35,000			34,969
American Express Credit Corp. 5.06% due 9/11/2006		35,000			34,943
Scripps (E.W.) Co. 5.22% due 10/10/2006⁴		30,000			29,826
Chevron Funding Corp. 5.26% due 9/11/2006		25,000			24,960
AT&T Inc. 5.27% due 9/18/2006⁴		25,000			24,934
Harvard University 5.25% due 9/25/2006		25,000			24,904
Harley-Davidson Funding Corp. 5.27% due 9/29/2006⁴		25,000			24,894
Hershey Co. 5.23% due 9/22/2006⁴		23,000			22,926
USAA Capital Corp. 5.23% due 11/15/2006		18,700			18,494


Total short-term securities (cost: $15,558,016,000)					15,558,463


Total investment securities (cost: $116,917,012,000)					146,914,708
Other assets less liabilities					151,636

Net assets				$	147,066,344

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

¹Security did not produce income during the last 12 months.

²Represents an affiliated company as defined under the Investment Company Act of 1940.

³Valued under fair value procedures adopted by authority of the board of directors.

⁴Purchased 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 $3,922,095,000, which represented 2.67% of the net assets of the fund.

⁵Scheduled interest and/or principal payment was not received.

ADR = American Depositary Receipts

MFGEFP-905-1006-S6844

Summary investment portfolio, August 31, 2006

The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund’s principal holdings. For details on how to obtain a complete schedule of portfolio holdings, please see the inside back cover.

Industry Sector diversification

[begin pie chart]

	Percent
	of net
	assets

Information technology		20.16	%
Health care		13.65
Energy		13.36
Consumer discretionary		10.55
Financials		7.81
Other industries		23.79
Short-term securities & other assets less liabilities		10.68

[end pie chart]

Largest Equity Holdings	Percent of net assets

Roche Holding		2.25	%
Google		2.12
Schlumberger		1.74
Altria Group		1.67
Oracle		1.62
Lowe's Companies		1.58
Microsoft		1.49
Cisco Systems		1.38
Target		1.32
Fannie Mae		1.31

	Shares			Market			Percent
					value			of net
Common stocks - 89.19%					(000	)		assets

Information technology - 20.16%
Google Inc., Class A (1)		8,246,700		$	3,121,623			2.12	%
Oracle Corp. (1)		152,458,700			2,385,979			1.62
Microsoft Corp.		85,325,000			2,191,999			1.49
Cisco Systems, Inc. (1)		92,440,000			2,032,756			1.38
Applied Materials, Inc.		88,815,000			1,499,197			1.02
Taiwan Semiconductor Manufacturing Co. Ltd.		505,752,964			894,443
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)		31,786,934			295,936			.81
Corning Inc. (1)		53,320,000			1,185,837			.81
Samsung Electronics Co., Ltd.		1,676,769			1,134,249			.77
Nokia Corp. (ADR)		31,281,500			653,158
Nokia Corp.		21,078,000			440,914			.74
Texas Instruments Inc.		29,620,200			965,322			.66
Yahoo! Inc. (1)		30,950,554			891,995			.61
Other securities					11,955,881			8.13
					29,649,289			20.16

Health care - 13.65%
Roche Holding AG		18,000,000			3,313,215			2.25
Medtronic, Inc.		35,405,000			1,660,494			1.13
AstraZeneca PLC (ADR)		13,072,000			851,510
AstraZeneca PLC (Sweden)		9,278,000			598,420			.99
WellPoint, Inc. (1)		17,345,000			1,342,676			.91
Zimmer Holdings, Inc. (1)		15,650,000			1,064,200			.72
Cardinal Health, Inc.		14,005,000			944,217			.64
Forest Laboratories, Inc. (1)		17,843,950			891,841			.61
Eli Lilly and Co.		15,480,000			865,796			.59
UnitedHealth Group Inc.		15,885,000			825,226			.56
Genentech, Inc. (1)		10,000,000			825,200			.56
Amgen Inc. (1)		11,335,000			769,987			.52
Other securities					6,118,901			4.17
					20,071,683			13.65

Energy - 13.36%
Schlumberger Ltd.		41,811,000			2,563,014			1.74
Suncor Energy Inc.		18,385,952			1,423,187			.97
Canadian Natural Resources, Ltd.		26,000,700			1,363,597			.93
Devon Energy Corp.		16,919,900			1,057,325			.72
Halliburton Co.		27,125,000			884,818			.60
Baker Hughes Inc.		11,385,000			810,384			.55
EOG Resources, Inc.		12,470,000			808,305			.55
Transocean Inc. (1)		11,489,900			766,951			.52
ConocoPhillips		11,353,300			720,140			.49
Other securities					9,244,072			6.29
					19,641,793			13.36

Consumer discretionary - 10.55%
Lowe's Companies, Inc.		85,814,400			2,322,138			1.58
Target Corp.		39,985,000			1,934,874			1.32
Carnival Corp., units		36,100,000			1,512,590			1.03
Best Buy Co., Inc.		22,663,400			1,065,180			.72
News Corp., Class A		47,234,800			898,878			.61
Kohl's Corp. (1)		12,840,000			802,628			.55
Other securities					6,978,172			4.74
					15,514,460			10.55

Financials - 7.81%
Fannie Mae		36,522,600			1,922,915			1.31
American International Group, Inc.		28,325,200			1,807,714			1.23
Freddie Mac		17,602,300			1,119,506			.76
Other securities					6,631,213			4.51
					11,481,348			7.81

Industrials - 7.78%
General Electric Co.		38,710,000			1,318,463			.90
Tyco International Ltd.		45,213,900			1,182,343			.80
United Parcel Service, Inc., Class B		14,983,500			1,049,594			.71
Boeing Co.		12,400,000			928,760			.63
General Dynamics Corp.		11,641,400			786,377			.54
Other securities					6,172,249			4.20
					11,437,786			7.78

Consumer staples - 5.68%
Altria Group, Inc.		29,436,700			2,458,848			1.67
Walgreen Co.		32,747,100			1,619,671			1.10
Coca-Cola Co.		16,965,000			760,202			.52
PepsiCo, Inc.		10,635,000			694,253			.47
Other securities					2,821,638			1.92
					8,354,612			5.68

Materials - 3.97%
Barrick Gold Corp.		36,210,000			1,212,311			.83
Other securities					4,624,218			3.14
					5,836,529			3.97

Telecommunication services - 2.09%
Sprint Nextel Corp., Series 1		85,919,750			1,453,762			.99
Qwest Communications International Inc. (1)		106,563,100			938,821			.64
Other securities					681,107			.46
					3,073,690			2.09

Utilities - 0.14%
Other securities					214,186			.14


Miscellaneous - 4.00%
Other common stocks in initial period of acquisition					5,890,334			4.00


Total common stocks (cost: $101,164,868,000)					131,165,710			89.19




Preferred stocks - 0.00%

Telecommunication services - 0.00%
Other securities					583			.00


Total preferred stocks (cost: $21,000,000)					583			.00



Convertible securities - 0.00%

Information technology - 0.00%
Other securities					31			.00


Total convertible securities (cost: $162,000)					31			.00



Bonds & notes - 0.13%

Other - 0.13%
Other securities					189,921			.13


Total bonds & notes (cost: $172,966,000)					189,921			.13



		Principal
		amount
Short-term securities - 10.58%		(000	)


Federal Home Loan Bank 5.025%-5.295% due 9/1-11/29/2006	$	2,328,500			2,315,120			1.57
Freddie Mac 4.97%-5.30% due 9/1/2006-2/6/2007		2,200,000			2,181,904			1.48
U.S. Treasury Bills 4.70%-5.081% due 9/7-11/24/2006		1,900,000			1,890,133			1.29
Fannie Mae 4.97%-5.30% due 9/6-12/11/2006		1,350,000			1,341,000			.91
Federal Farm Credit Banks 5.03%-5.25% due 9/7/2006-1/25/2007		750,000			746,153			.51
International Lease Finance Corp. 5.23%-5.34% due 9/11-11/16/2006		260,000			258,726
AIG Funding, Inc. 5.21%-5.33% due 9/8-10/20/2006		115,000			114,427
American General Finance Corp. 5.24%-5.27% due 9/12-9/22/2006		75,000			74,832			.31
Edison Asset Securitization LLC 5.25%-5.37% due 9/22-10/23/2006 (2)		200,000			198,778
General Electric Capital Corp. 5.25%-5.35% due 10/25-10/26/2006		150,000			148,823
General Electric Capital Services, Inc. 5.10%-5.25% due 9/8-11/3/2006		100,000			99,441			.30
Other securities					6,189,126			4.21

Total short-term securities (cost: $15,558,016,000)					15,558,463			10.58


Total investment securities (cost: $116,917,012,000)					146,914,708			99.90
Other assets less liabilities					151,636			.10

Net assets				$	147,066,344			100.00	%


"Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.
"Other securities" includes all issues that are not disclosed separately in the summary investment portfolio.

Investments in affiliates

A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. Some of the fund's affiliated holdings listed below are also among the fund's largest holdings and are shown in the preceding summary investment portfolio. Affiliated companies not among the fund's largest holdings are included in the market value of "Other securities" under their respective industry sectors. Further details on these holdings and related transactions during the year ended August 31, 2006, appear below.

Company		Beginning shares or principal amount	Purchases		Sales	Ending shares or principal amount		Dividend / interest income (000)		Market value of affiliates at 8/31/2006 (000)

Lowe's Companies, Inc.		33,160,400	52,654,000		-	85,814,400	$	10,444	$	2,322,138
Carnival Corp., units		16,750,000	19,350,000		-	36,100,000		28,400		1,512,590
Applied Materials, Inc.		58,665,000	51,250,000		21,100,000	88,815,000		13,008		1,499,197
Zimmer Holdings, Inc. (1)		-	15,650,000		-	15,650,000		-		1,064,200
Qwest Communications International Inc. (1)		117,900,000	1,500,000		12,836,900	106,563,100		-		938,821
Qwest Capital Funding, Inc. 7.625% 2021	$	25,000,000	-	$	25,000,000	-		579		-
Qwest Capital Funding, Inc. 7.75% 2031	$	53,800,000	-	$	53,800,000	-		1,107		-
U S WEST Capital Funding, Inc. 6.50% 2018	$	25,250,000	-	$	25,250,000	-		544		-
U S WEST Capital Funding, Inc. 6.875% 2028	$	36,000,000	-	$	36,000,000	-		655		-
Forest Laboratories, Inc. (1)		19,755,600	2,265,000		4,176,650	17,843,950		-		891,841
EOG Resources, Inc.		12,430,000	40,000		-	12,470,000		2,491		808,305
Linear Technology Corp.		15,175,000	4,675,000		-	19,850,000		9,890		675,098
Harrah's Entertainment, Inc.		8,319,036	1,504,000		-	9,823,036		14,062		612,565
Maxim Integrated Products, Inc.		17,640,000	3,200,000		-	20,840,000		10,379		606,444
KLA-Tencor Corp.		10,375,000	2,565,000		-	12,940,000		5,468		568,195
Freeport-McMoRan Copper & Gold Inc., Class B		9,596,000	-		-	9,596,000		32,986		558,583
Limited Brands, Inc.		20,700,000	-		-	20,700,000		12,420		532,611
Potash Corp. of Saskatchewan, Inc.		1,904,000	3,400,000		-	5,304,000		1,825		519,633
Xilinx, Inc.		18,850,000	3,850,000		-	22,700,000		7,264		519,149
Altera Corp. (1)		20,400,000	3,550,000		-	23,950,000		-		484,508
Bunge Ltd.		3,500,000	3,750,000		-	7,250,000		4,168		408,465
CONSOL Energy Inc. (2)		3,700,000	3,700,000		-	7,400,000		2,072		269,878
CONSOL Energy Inc.		1,728,200	1,728,200		-	3,456,400		968		126,055
Newfield Exploration Co. (1)		5,674,800	2,590,000		-	8,264,800		-		357,370
Sealed Air Corp.		3,384,400	1,904,600		-	5,289,000		2,295		274,340
CDW Corp.		3,500,000	500,000		-	4,000,000		2,080		233,200
Sabre Holdings Corp., Class A		7,062,811	-		-	7,062,811		2,754		154,817
Getty Images, Inc. (1)		-	4,050,000		1,000,000	3,050,000		-		138,562
Abraxis BioScience, Inc. (1) (3)		3,800,000	-		1,600,000	2,200,000		-		-
Big Lots, Inc. (1) (3)		3,000,000	3,200,000		1,948,000	4,252,000		-		-
BJ Services Co. (3)		8,975,000	8,975,000		10,650,000	7,300,000		2,525		-
Brinker International, Inc. (3)		5,000,000	-		3,000,000	2,000,000		1,500		-
Burlington Resources, Inc. (3)		20,260,000	-		20,260,000	-		5,666		-
Ceridian Corp. (1) (3)		9,219,900	-		4,219,900	5,000,000		-		-
Express Scripts (3)		9,000,000	-		9,000,000	-		-		-
IAWS Group PLC (3)		-	6,175,000		-	6,175,000		966		-
Michaels Stores, Inc. (3)		6,700,000	-		3,350,000	3,350,000		2,814		-
Microchip Technology (3)		12,755,000	-		4,005,200	8,749,800		9,887		-
Noble Corp. (3)		7,585,000	430,000		2,473,317	5,541,683		1,023		-
Teradyne (1) (3)		12,725,000	-		4,000,000	8,725,000		-		-
UAL Corp. (1) (3)		-	5,000,000		-	5,000,000		-		-
							$	190,240	$	16,076,565

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.

(1) Security did not produce income during the last 12 months.
(2) Purchased in a 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, including those in "Other securities" in the summary investment portfolio, was $3,922,095,000, which represented 2.67% of the net assets of the fund.
(3) Unaffiliated issuer at 8/31/2006.

ADR = American Depositary Receipts

The descriptions of the companies shown in the summary investment portfolio, which were obtained from published reports and other sources believed to be reliable, are supplemental and are not covered by the Report of Independent Registered Public Accounting Firm.

See Notes to Financial Statements

Financial statements

Statement of assets and liabilities
at August 31, 2006		(dollars and shares in thousands, except per-share amounts)

Assets:
Investment securities at market:
Unaffiliated issuers (cost: $103,815,725)	$	130,838,143
Affiliated issuers (cost: $13,101,287)		16,076,565	$	146,914,708
Cash denominated in non-U.S. currencies
(cost: $54,619)				54,216
Cash				603
Receivables for:
Sales of investments		154,592
Sales of fund's shares		361,069
Dividends and interest		151,569		667,230
				147,636,757
Liabilities:
Payables for:
Purchases of investments		248,856
Repurchases of fund's shares		182,408
Investment advisory services		30,226
Services provided by affiliates		104,421
Deferred directors' compensation		2,195
Other fees and expenses		2,307		570,413
Net assets at August 31, 2006			$	147,066,344

Net assets consist of:
Capital paid in on shares of capital stock			$	112,725,579
Undistributed net investment income				740,684
Undistributed net realized gain				3,603,185
Net unrealized appreciation				29,996,896
Net assets at August 31, 2006			$	147,066,344

Total authorized capital stock - 5,500,000 shares, $.001 par value (4,637,227 total shares outstanding)
		Net assets	Shares outstanding		Net asset value per share*

Class A	$	78,854,400	2,469,762	$	31.93
Class B		6,839,217	221,818		30.83
Class C		9,036,361	294,085		30.73
Class F		17,612,771	554,491		31.76
Class 529-A		1,968,499	61,876		31.81
Class 529-B		423,752	13,681		30.97
Class 529-C		618,577	19,962		30.99
Class 529-E		106,588	3,375		31.58
Class 529-F		51,886	1,632		31.80
Class R-1		245,467	7,885		31.13
Class R-2		2,164,155	69,456		31.16
Class R-3		9,723,600	308,779		31.49
Class R-4		12,557,546	395,777		31.73
Class R-5		6,863,525	214,648		31.98
(*) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Class A and 529-A, for which the maximum offering prices per share were $33.88 and $33.75, respectively.

See Notes to Financial Statements

Statement of operations
for the year ended August 31, 2006		(dollars in thousands)

Investment income:
Income:
Dividends (net of non-U.S. taxes of $37,245;
also includes $187,355 from affiliates)	$	1,332,610
Interest (includes $2,885 from affiliates)		695,842		$	2,028,452

Fees and expenses(*):
Investment advisory services		369,674
Distribution services		469,634
Transfer agent services		84,461
Administrative services		77,421
Reports to shareholders		3,162
Registration statement and prospectus		6,438
Postage, stationery and supplies		8,750
Directors' compensation		462
Auditing and legal		167
Custodian		8,748
State and local taxes		1
Other		516
Total fees and expenses before reimbursements/waivers		1,029,434
Less reimbursements/waivers of fees and expenses:
Investment advisory services		36,967
Administrative services		48
Total fees and expenses after reimbursements/waivers					992,419
Net investment income					1,036,033

Net realized gain and unrealized
appreciation on investments and non-U.S. currency:
Net realized gain (loss) on:
Investments (including $1,715,271 net gain from affiliates)		4,053,101
Non-U.S. currency transactions		(3,004	)		4,050,097
Net unrealized appreciation (depreciation) on:
Investments		6,329,037
Non-U.S. currency translations		142			6,329,179
Net realized gain and unrealized appreciation
on investments and non-U.S. currency					10,379,276
Net increase in net assets resulting
from operations				$	11,415,309

(*) 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
		2006			2005
Operations:
Net investment income	$	1,036,033		$	617,584
Net realized gain on investments and
non-U.S. currency transactions		4,050,097			1,054,704
Net unrealized appreciation
on investments and non-U.S. currency translations		6,329,179			16,660,095
Net increase in net assets
resulting from operations		11,415,309			18,332,383

Dividends and distributions paid to
shareholders:
Dividends from net investment income and non-U.S. currency gain		(674,862	)		(281,650	)
Distributions from net realized gain
on investments		(924,494	)		-
Total dividends and distributions paid
to shareholders		(1,599,356	)		(281,650	)

Capital share transactions		22,595,190			17,405,596

Total increase in net assets		32,411,143			35,456,329

Net assets:
Beginning of year		114,655,201			79,198,872
End of year (including undistributed
net investment income: $740,684 and $383,091, respectively)	$	147,066,344		$	114,655,201


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

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

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

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 is 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 or are considered unreliable 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 on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. 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 and interest income is recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities. For the year ended August 31, 2006, non-U.S. taxes paid on realized gains were $251,000. As of August 31, 2006, non-U.S. taxes provided on unrealized gains were $679,000.

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. Therefore, no federal income tax provision is required.

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; cost of investments sold; and non-U.S. taxes on capital gains. 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. The fund may also designate a portion of the amount paid to redeeming shareholders as a distribution for tax purposes.

During the year ended August 31, 2006, the fund reclassified $3,255,000 from undistributed net investment income to undistributed net realized gains; and reclassified $323,000 from undistributed net investment income and $166,470,000 from undistributed net realized gains to capital paid-in on the shares of capital stock to align financial reporting with tax reporting.

As of August 31, 2006, the components of distributable earnings, unrealized appreciation (depreciation) and cost of investments on a tax basis were as follows:

(dollars in thousands)
Undistributed ordinary income	$	769,408
Post-October non-U.S. currency loss deferrals (realized during the period November 1, 2005, through August 31, 2006)*		(1,779	)
Undistributed long-term capital gain		3,674,053
Gross unrealized appreciation on investment securities		32,830,951
Gross unrealized depreciation on investment securities		(2,928,873	)
Net unrealized appreciation on investment securities		29,902,078
Cost of investment securities		117,012,630
*These deferrals are considered incurred in the subsequent year.

The tax character of distributions paid to shareholders was as follows (dollars in thousands):

	Year ended August 31, 2006						Year ended August 31, 2005
		Ordinary income		Long-term capital gains		Total distributions paid		Ordinary income	Long-term capital gains		Total distributions paid
Share class
Class A	$	445,843	$	527,973	$	973,816	$	196,961	-	$	196,961
Class B		-		48,592		48,592		-	-		-
Class C		-		58,820		58,820		-	-		-
Class F		87,642		100,251		187,893		33,311	-		33,311
Class 529-A		9,506		11,506		21,012		3,701	-		3,701
Class 529-B		-		2,743		2,743		-	-		-
Class 529-C		-		3,781		3,781		-	-		-
Class 529-E		299		632		931		20	-		20
Class 529-F		242		254		496		69	-		69
Class R-1		230		1,185		1,415		-	-		-
Class R-2		-		13,343		13,343		-	-		-
Class R-3		32,485		54,873		87,358		9,434	-		9,434
Class R-4		59,655		68,134		127,789		24,656	-		24,656
Class R-5		38,960		32,407		71,367		13,498	-		13,498
Total	$	674,862	$	924,494	$	1,599,356	$	281,650	-	$	281,650

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 SM ("AFS"), the fund’s transfer agent, and American Funds Distributors, Inc.SM ("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. These fees are based on a declining series of annual rates beginning with 0.50% on the first $1 billion of daily net assets and decreasing to 0.245% on such assets in excess of $130 billion. The board of directors approved an amended agreement effective September 1, 2006, continuing the series of rates to include additional annual rates of 0.242% on daily net assets in excess of $144 billion but not exceeding $166 billion; and 0.239% on such assets in excess of $166 billion. During the year ended August 31, 2006, CRMC reduced investment advisory services rates to those provided by the amended agreement. CRMC is currently waiving 10% of investment advisory services fees. During the year ended August 31, 2006, total investment advisory services fees waived by CRMC were $36,967,000. As a result, the fee shown on the accompanying financial statements of $369,674,000, which was equivalent to an annualized rate of 0.276%, was reduced to $332,707,000, or 0.249% 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 to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

For Class 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, 2006, unreimbursed expenses subject to reimbursement totaled $7,138,000 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
Class B and 529-B	1.00	1.00
Class C, 529-C and R-1	1.00	1.00
Class R-2	0.75	1.00
Class 529-E and R-3	0.50	0.75
Class F, 529-F and R-4	0.25	0.50

Transfer agent services - The fund has a transfer agent agreement with AFS for Class 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 Class 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, 2006, the total administrative services fees paid by CRMC were $48,000 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 on the accompanying financial statements, the Commonwealth of Virginia is not considered a related party.

Expenses under the agreements described above for the year ended August 31, 2006, were as follows (dollars in thousands):

Share class	Distribution services	Transfer agent services	Administrative services
Share class	Distribution services	Transfer agent services	CRMC administrative services	Transfer agent services	Commonwealth of Virginia administrative services
Class A	$187,421	$77,580	Not applicable	Not applicable	Not applicable
Class B	66,120	6,881	Not applicable	Not applicable	Not applicable
Class C	82,473	Included in administrative services	$12,096	$1,861	Not applicable
Class F	37,309		12,723	1,404	Not applicable
Class 529-A	3,114		1,500	260	$ 1,715
Class 529-B	3,857		338	152	386
Class 529-C	5,435		477	181	545
Class 529-E	466		81	14	93
Class 529-F	-		36	6	41
Class R-1	1,873		239	56	Not applicable
Class R-2	14,441		2,841	5,192	Not applicable
Class R-3	41,077		11,634	2,690	Not applicable
Class R-4	26,048		15,492	163	Not applicable
Class R-5	Not applicable		5,148	57	Not applicable
Total	$469,634	$84,461	$62,605	$12,036	$2,780

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 $462,000, shown on the accompanying financial statements, includes $305,000 in current fees (either paid in cash or deferred) and a net increase of $157,000 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):

Share class	Sales(*)			Reinvestments of dividends and distributions			Repurchases(*)					Net increase
		Amount	Shares		Amount	Shares		Amount		Shares			Amount	Shares
Year ended August 31, 2006
Class A	$	14,458,668	463,064	$	936,264	30,378	$	(10,006,575	)	(320,708	)	$	5,388,357	172,734
Class B		823,189	27,187		46,761	1,563		(620,386	)	(20,541	)		249,564	8,209
Class C		2,377,709	78,847		56,267	1,886		(1,037,829	)	(34,430	)		1,396,147	46,303
Class F		6,741,333	216,406		156,176	5,094		(2,480,307	)	(79,812	)		4,417,202	141,688
Class 529-A		522,834	16,805		21,012	684		(85,598	)	(2,746	)		458,248	14,743
Class 529-B		73,313	2,412		2,743	91		(14,256	)	(469	)		61,800	2,034
Class 529-C		168,188	5,528		3,781	126		(38,240	)	(1,255	)		133,729	4,399
Class 529-E		28,956	936		931	30		(5,552	)	(179	)		24,335	787
Class 529-F		21,303	681		496	17		(2,664	)	(85	)		19,135	613
Class R-1		153,153	5,004		1,406	46		(42,793	)	(1,394	)		111,766	3,656
Class R-2		906,870	29,689		13,338	441		(458,510	)	(14,959	)		461,698	15,171
Class R-3		4,432,439	143,562		87,347	2,868		(1,757,738	)	(56,800	)		2,762,048	89,630
Class R-4		5,699,587	182,999		127,670	4,167		(2,020,474	)	(65,033	)		3,806,783	122,133
Class R-5		4,050,715	130,036		70,624	2,291		(816,961	)	(26,081	)		3,304,378	106,246
Total net increase
(decrease)	$	40,458,257	1,303,156	$	1,524,816	49,682	$	(19,387,883	)	(624,492	)	$	22,595,190	728,346

Year ended August 31, 2005
Class A	$	11,936,861	441,726	$	188,689	7,094	$	(8,043,207	)	(297,741	)	$	4,082,343	151,079
Class B		792,730	30,457		-	-		(487,396	)	(18,609	)		305,334	11,848
Class C		1,888,048	72,219		-	-		(726,215	)	(27,757	)		1,161,833	44,462
Class F		4,413,012	163,978		28,586	1,080		(1,339,348	)	(49,720	)		3,102,250	115,338
Class 529-A		411,150	15,278		3,701	139		(46,982	)	(1,733	)		367,869	13,684
Class 529-B		73,941	2,818		-	-		(8,482	)	(320	)		65,459	2,498
Class 529-C		129,269	4,900		-	-		(19,885	)	(747	)		109,384	4,153
Class 529-E		22,803	854		20	1		(2,601	)	(97	)		20,222	758
Class 529-F		11,393	427		69	2		(1,256	)	(46	)		10,206	383
Class R-1		77,632	2,932		-	-		(28,663	)	(1,077	)		48,969	1,855
Class R-2		766,575	28,964		-	-		(277,631	)	(10,385	)		488,944	18,579
Class R-3		3,313,918	124,192		9,421	358		(952,949	)	(35,566	)		2,370,390	88,984
Class R-4		4,688,956	175,888		24,612	930		(1,063,809	)	(39,544	)		3,649,759	137,274
Class R-5		2,033,183	75,500		13,271	499		(423,820	)	(15,721	)		1,622,634	60,278
Total net increase
(decrease)	$	30,559,471	1,140,133	$	268,369	10,103	$	(13,422,244	)	(499,063	)	$	17,405,596	651,173

* Includes exchanges between share classes of the fund.

6. Investment transactions

The fund made purchases and sales of investment securities, excluding short-term securities, of $45,132,538,000 and $26,835,115,000, respectively, during the year ended August 31, 2006.

Financial highlights(1)

				Income (loss) from investment operations(2)											Dividends and distributions

		Net asset value, beginning of period		Net investment income (loss	)				Net gains (losses) on securities (both realized and unrealized	)		Total from investment operations			Dividends (from net investment income	)		Distributions (from capital gains	)		Total dividends and distributions			Net asset value, end of period	Total return(3	)		Net assets, end of period (in millions	)	Ratio of expenses to average net assets before reimbursements/ waivers				Ratio of expenses to average net assets after reimbursements/ waivers		(4	)	Ratio of net income (loss) to average net assets
Class A:
Year ended 8/31/2006	$	29.51	$	.28				$	2.56		$	2.84		$	(.19	)	$	(.23	)	$	(.42	)	$	31.93	9.66	%	$	78,854		.65	%			.63	%			.89	%
Year ended 8/31/2005		24.43		.21					4.96			5.17			(.09	)		-			(.09	)		29.51	21.20			67,793		.68				.66				.76
Year ended 8/31/2004		22.49		.05					1.90			1.95			(.01	)		-			(.01	)		24.43	8.65			52,432		.70				.70				.20
Year ended 8/31/2003		18.57		.06					3.88			3.94			(.02	)		-			(.02	)		22.49	21.23			41,267		.76				.76				.28
Year ended 8/31/2002		23.20		.04					(4.62	)		(4.58	)		(.05	)		-			(.05	)		18.57	(19.80	)		30,644		.75				.75				.18
Class B:
Year ended 8/31/2006		28.55		.04					2.47			2.51			-			(.23	)		(.23	)		30.83	8.80			6,839		1.40				1.38				.14
Year ended 8/31/2005		23.73		-		(5	)		4.82			4.82			-			-			-			28.55	20.31			6,098		1.43				1.41				.01
Year ended 8/31/2004		22.00		(.13	)				1.86			1.73			-			-			-			23.73	7.86			4,788		1.44				1.44				(.55	)
Year ended 8/31/2003		18.28		(.09	)				3.81			3.72			-			-			-			22.00	20.35			3,490		1.53				1.53				(.49	)
Year ended 8/31/2002		22.98		(.13	)				(4.57	)		(4.70	)		-			-			-			18.28	(20.45	)		2,170		1.52				1.52				(.60	)
Class C:
Year ended 8/31/2006		28.47		.02					2.47			2.49			-			(.23	)		(.23	)		30.73	8.75			9,036		1.47				1.44				.07
Year ended 8/31/2005		23.68		(.01	)				4.80			4.79			-			-			-			28.47	20.23			7,054		1.48				1.46				(.05	)
Year ended 8/31/2004		21.96		(.14	)				1.86			1.72			-			-			-			23.68	7.83			4,814		1.50				1.50				(.60	)
Year ended 8/31/2003		18.26		(.10	)				3.80			3.70			-			-			-			21.96	20.26			2,762		1.55				1.55				(.52	)
Year ended 8/31/2002		22.95		(.13	)				(4.56	)		(4.69	)		-			-			-			18.26	(20.44	)		1,370		1.55				1.55				(.63	)
Class F:
Year ended 8/31/2006		29.37		.28					2.54			2.82			(.20	)		(.23	)		(.43	)		31.76	9.62			17,613		.64				.61				.91
Year ended 8/31/2005		24.33		.20					4.94			5.14			(.10	)		-			(.10	)		29.37	21.18			12,122		.70				.68				.73
Year ended 8/31/2004		22.41		.04					1.90			1.94			(.02	)		-			(.02	)		24.33	8.66			7,237		.72				.72				.17
Year ended 8/31/2003		18.53		.05					3.87			3.92			(.04	)		-			(.04	)		22.41	21.22			3,721		.75				.75				.28
Year ended 8/31/2002		23.19		.03					(4.61	)		(4.58	)		(.08	)		-			(.08	)		18.53	(19.83	)		1,576		.77				.77				.15
Class 529-A:
Year ended 8/31/2006		29.42		.27					2.54			2.81			(.19	)		(.23	)		(.42	)		31.81	9.57			1,968		.68				.66				.86
Year ended 8/31/2005		24.38		.19					4.95			5.14			(.10	)		-			(.10	)		29.42	21.13			1,386		.73				.71				.69
Year ended 8/31/2004		22.47		.04					1.90			1.94			(.03	)		-			(.03	)		24.38	8.63			815		.74				.74				.16
Year ended 8/31/2003		18.56		.07					3.88			3.95			(.04	)		-			(.04	)		22.47	21.35			409		.67				.67				.36
Period from 2/15/2002 to 8/31/2002		22.62		.01					(4.07	)		(4.06	)		-			-			-			18.56	(17.95	)		144		.86		(6	)	.86		(6	)	.07		(6	)
Class 529-B:
Year ended 8/31/2006		28.71		.01					2.48			2.49			-			(.23	)		(.23	)		30.97	8.68			424		1.52				1.50				.02
Year ended 8/31/2005		23.91		(.04	)				4.84			4.80			-			-			-			28.71	20.08			335		1.59				1.57				(.16	)
Year ended 8/31/2004		22.20		(.18	)				1.89			1.71			-			-			-			23.91	7.70			219		1.62				1.62				(.72	)
Year ended 8/31/2003		18.48		(.12	)				3.84			3.72			-			-			-			22.20	20.13			120		1.66				1.66				(.63	)
Period from 2/15/2002 to 8/31/2002		22.62		(.08	)				(4.06	)		(4.14	)		-			-			-			18.48	(18.30	)		39		1.66		(6	)	1.66		(6	)	(.74	)	(6	)
Class 529-C:
Year ended 8/31/2006		28.72		.01					2.49			2.50			-			(.23	)		(.23	)		30.99	8.71			619		1.52				1.49				.03
Year ended 8/31/2005		23.91		(.04	)				4.85			4.81			-			-			-			28.72	20.12			447		1.58				1.56				(.15	)
Year ended 8/31/2004		22.21		(.17	)				1.87			1.70			-			-			-			23.91	7.65			273		1.61				1.61				(.71	)
Year ended 8/31/2003		18.48		(.12	)				3.85			3.73			-			-			-			22.21	20.18			136		1.65				1.65				(.61	)
Period from 2/15/2002 to 8/31/2002		22.62		(.08	)				(4.06	)		(4.14	)		-			-			-			18.48	(18.30	)		45		1.64		(6	)	1.64		(6	)	(.72	)	(6	)
Class 529-E:
Year ended 8/31/2006		29.23		.17					2.52			2.69			(.11	)		(.23	)		(.34	)		31.58	9.21			107		1.00				.97				.54
Year ended 8/31/2005		24.22		.10					4.92			5.02			(.01	)		-			(.01	)		29.23	20.73			76		1.06				1.04				.36
Year ended 8/31/2004		22.37		(.05	)				1.90			1.85			-			-			-			24.22	8.27			44		1.09				1.09				(.19	)
Year ended 8/31/2003		18.55		(.02	)				3.87			3.85			(.03	)		-			(.03	)		22.37	20.78			23		1.11				1.11				(.08	)
Period from 3/1/2002 to 8/31/2002		22.95		(.02	)				(4.38	)		(4.40	)		-			-			-			18.55	(19.17	)		6		.56				.56				(.10	)
Class 529-F:
Year ended 8/31/2006		29.38		.33					2.53			2.86			(.21	)		(.23	)		(.44	)		31.80	9.79			52		.50				.47				1.05
Year ended 8/31/2005		24.34		.19					4.94			5.13			(.09	)		-			(.09	)		29.38	21.12			30		.72				.70				.70
Year ended 8/31/2004		22.45		.02					1.89			1.91			(.02	)		-			(.02	)		24.34	8.53			16		.84				.84				.07
Period from 9/16/2002 to 8/31/2003		18.39		.03					4.06			4.09			(.03	)		-			(.03	)		22.45	22.27			5		.86		(6	)	.86		(6	)	.16		(6	)


Class R-1:
Year ended 8/31/2006	$	28.88	$	.03				$	2.49		$	2.52		$	(.04	)	$	(.23	)	$	(.27	)	$	31.13	8.75	%	$	245		1.45	%			1.42	%			.11	%
Year ended 8/31/2005		24.02		(.01	)				4.87			4.86			-			-			-			28.88	20.23			122		1.47				1.44				(.05	)
Year ended 8/31/2004		22.28		(.15	)				1.89			1.74			-			-			-			24.02	7.81			57		1.51				1.51				(.61	)
Year ended 8/31/2003		18.53		(.11	)				3.87			3.76			(.01	)		-			(.01	)		22.28	20.29			23		1.59				1.53				(.53	)
Period from 6/6/2002 to 8/31/2002		21.08		(.03	)				(2.52	)		(2.55	)		-			-			-			18.53	(12.10	)		1		.46				.36				(.16	)
Class R-2:
Year ended 8/31/2006		28.86		.03					2.50			2.53			-			(.23	)		(.23	)		31.16	8.77			2,164		1.46				1.43				.09
Year ended 8/31/2005		24.01		(.01	)				4.86			4.85			-			-			-			28.86	20.20			1,567		1.51				1.45				(.04	)
Year ended 8/31/2004		22.26		(.14	)				1.89			1.75			-			-			-			24.01	7.86			857		1.60				1.48				(.57	)
Year ended 8/31/2003		18.53		(.10	)				3.86			3.76			(.03	)		-			(.03	)		22.26	20.29			305		1.82				1.49				(.49	)
Period from 5/21/2002 to 8/31/2002		22.11		(.03	)				(3.55	)		(3.58	)		-			-			-			18.53	(16.19	)		8		.49				.42				(.17	)
Class R-3:
Year ended 8/31/2006		29.15		.18					2.52			2.70			(.13	)		(.23	)		(.36	)		31.49	9.30			9,724		.96				.94				.59
Year ended 8/31/2005		24.18		.12					4.91			5.03			(.06	)		-			(.06	)		29.15	20.83			6,389		.96				.94				.46
Year ended 8/31/2004		22.35		(.03	)				1.88			1.85			(.02	)		-			(.02	)		24.18	8.28			3,148		1.05				1.05				(.14	)
Year ended 8/31/2003		18.55		(.02	)				3.86			3.84			(.04	)		-			(.04	)		22.35	20.75			743		1.11				1.11				(.11	)
Period from 5/21/2002 to 8/31/2002		22.11		(.01	)				(3.55	)		(3.56	)		-			-			-			18.55	(16.10	)		11		.33				.31				(.06	)
Class R-4:
Year ended 8/31/2006		29.35		.27					2.54			2.81			(.20	)		(.23	)		(.43	)		31.73	9.60			12,558		.69				.66				.86
Year ended 8/31/2005		24.35		.19					4.94			5.13			(.13	)		-			(.13	)		29.35	21.15			8,032		.70				.68				.72
Year ended 8/31/2004		22.44		.05					1.90			1.95			(.04	)		-			(.04	)		24.35	8.70			3,320		.71				.71				.20
Year ended 8/31/2003		18.57		.05					3.87			3.92			(.05	)		-			(.05	)		22.44	21.19			401		.74				.74				.26
Period from 5/28/2002 to 8/31/2002		22.01		.01					(3.45	)		(3.44	)		-			-			-			18.57	(15.63	)		3		.25				.20				.05
Class R-5:
Year ended 8/31/2006		29.56		.37					2.55			2.92			(.27	)		(.23	)		(.50	)		31.98	9.92			6,863		.39				.36				1.17
Year ended 8/31/2005		24.50		.28					4.97			5.25			(.19	)		-			(.19	)		29.56	21.52			3,204		.40				.38				1.02
Year ended 8/31/2004		22.52		.12					1.91			2.03			(.05	)		-			(.05	)		24.50	9.02			1,179		.41				.41				.50
Year ended 8/31/2003		18.58		.11					3.89			4.00			(.06	)		-			(.06	)		22.52	21.61			297		.43				.43				.56
Period from 5/15/2002 to 8/31/2002		22.40		.03					(3.85	)		(3.82	)		-			-			-			18.58	(17.05	)		95		.13				.13				.14

	Year ended August 31
	2006		2005		2004		2003		2002

Portfolio turnover rate for all classes of shares	22	%	20	%	19	%	25	%	30	%

(1) Based on operations for the periods shown (unless otherwise noted) and, accordingly, may not be representative of a full year.

(2) Based on average shares outstanding.

(3) 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 some of the periods shown,

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 $.01.

(6) Annualized.

See Notes to Financial Statements

<page>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors 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, 2006, 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, 2006, 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, 2006, 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 5, 2006

<page>

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 fund hereby designates the following amounts for the fund’s fiscal year ended August 31, 2006:

Long-term capital gains	$924,494,000
Qualified dividend income	100%
Corporate dividends received deduction	100%
U.S. government income that may be exempt from state taxation	$128,433,000

Individual shareholders should refer to their Form 1099-DIV or other tax information, which will be mailed in January 2007, to determine the calendar year amounts to be included on their 2006 tax returns. Shareholders should consult their tax advisers.