gfa497.htm

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THE GROWTH FUND OF AMERICA, INC.

Part B
Statement of Additional Information

May 1, 2009

(as supplemented July 29, 2009)

This document is not a prospectus but should be read in conjunction with the
current prospectus of The Growth Fund of America, Inc. (the "fund" or "GFA")
dated November 1, 2008 or retirement plan prospectus of the fund dated May 1,
2009. 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 94105
415/421-9360

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

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. . . . . . . . . . 8
Management of the fund . . . . . . . . . . . . . . . . . . . . . . 10
Execution of portfolio transactions . . . . . . . . . . . . . . . . 31
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . . 34
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . . 37
Purchase and exchange of shares . . . . . . . . . . . . . . . . . . 42
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Sales charge reductions and waivers . . . . . . . . . . . . . . . . 49
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Shareholder account services and privileges . . . . . . . . . . . . 54
General information . . . . . . . . . . . . . . . . . . . . . . . . 57
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
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 Ba1 or below by Moody's Investors Service
("Moody's") and BB+ or below by Standard & Poor's Corporation ("S&P") or
unrated but determined by the fund's investment adviser to be of equivalent
quality.

INVESTING OUTSIDE THE U.S.

. 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. For
example, prices of these securities can be affected by financial contracts held
by the issuer or third parties (such as derivatives) relating to the security or
other assets or indices.

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

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 operating histories,
limited markets or financial resources, may be dependent on one or a few key
persons for management and can be more susceptible to losses. Also, their
securities may be thinly traded (and therefore have to be sold at a discount
from current prices or sold in small lots over an extended period of time), may
be followed by fewer investment research analysts and may be subject to wider
price swings, thus creating a greater chance of loss than securities of larger
capitalization companies.

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

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

Certain additional risk factors relating to debt securities are discussed below:

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

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

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.

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

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

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

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

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;

The Growth Fund of America -- Page 4
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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.

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.

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

U.S. TREASURY SECURITIES -- U.S. Treasury securities include direct
obligations of the U.S. Treasury, such as Treasury bills, notes and bonds.
For these securities, the payment of principal and interest is
unconditionally guaranteed by the U.S. government, and thus they are of the
highest possible credit quality. Such securities are subject to variations
in market value due to fluctuations in interest rates, but, if held to
maturity, will be paid in full.

FEDERAL AGENCY SECURITIES -- The securities of certain U.S. government
agencies and government-sponsored entities are guaranteed as to the timely
payment of principal and interest by the full faith and credit of the U.S.
government. Such agencies and entities include the 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).

The Growth Fund of America -- Page 5
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OTHER FEDERAL AGENCY OBLIGATIONS -- Additional federal agency securities are
neither direct obligations of, nor guaranteed by, the U.S. government. These
obligations include securities issued by certain U.S. government agencies and
government-sponsored entities. However, they generally involve some form of
federal sponsorship: some operate under a government charter; some are backed by
specific types of collateral; some are supported by the issuer's right to borrow
from the Treasury; and others are supported only by the credit of the issuing
government agency or entity. These agencies and entities include, but are not
limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation
(Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee
Valley Authority and Federal Farm Credit Bank System.

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

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

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

The Growth Fund of America -- Page 6
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entered into by the fund will involve the purchase or sale of one currency
against the U.S. dollar. While entering into forward currency transactions could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain that may result from an increase in the
value of the currency. The fund will not generally attempt to protect against
all potential changes in exchange rates. The fund will segregate liquid assets
that will be marked to market daily to meet its forward contract commitments to
the extent required by the Securities and Exchange Commission.

Certain provisions of the Internal Revenue Code may affect the extent to which
the fund may enter into forward contracts. Such transactions also may affect the
character and timing of income, gain or loss recognized by the fund for U.S.
federal income tax purposes. The fund does not currently intend to engage in
this investment practice over the next 12 months.

* * * * * *

PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held. Short-term trading
profits are not the fund's objective, and changes in its investments are
generally accomplished gradually, though short-term transactions may
occasionally be made. High portfolio turnover involves correspondingly 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.

The fund's portfolio turnover rates for the fiscal years ended August 31, 2008
and 2007 were 32% and 26%, respectively. The portfolio turnover rate would equal
100% if each security in a fund's portfolio were replaced once per year. See
"Financial highlights" in the prospectus for the fund's annual portfolio
turnover rate for each of the last five fiscal years.

The Growth Fund of America -- Page 7
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FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS

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.

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 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.

The fund may not:

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

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

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

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

5. Purchase securities on margin.

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

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

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.

The Growth Fund of America -- Page 8
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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.

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

The Growth Fund of America -- Page 9
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MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS

"INDEPENDENT" DIRECTORS/1/

NAME, AGE AND NUMBER OF
POSITION WITH FUND PORTFOLIOS/3/
(YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS/4/ HELD
AS A DIRECTOR/2/) DURING PAST FIVE YEARS BY DIRECTOR BY DIRECTOR
-----------------------------------------------------------------------------------------------------------------
Ronald P. Badie, 66 Retired; former Vice 3 Amphenol Corporation;
Director (2008) Chairman, Deutsche Bank Alex. Merisel, Inc.; Nautilus, Inc.;
Brown Obagi Medical Products, Inc.

-----------------------------------------------------------------------------------------------------------------
Joseph C. Berenato, 62 Chairman and CEO, Ducommun 6 None
Director (2003) Incorporated (aerospace
components manufacturer)
-----------------------------------------------------------------------------------------------------------------
Louise H. Bryson, 65 Chair of the Board of 3 None
Director (2008) Trustees, J. Paul Getty
Trust; former President,
Distribution, Lifetime
Entertainment Network; former
Executive Vice President and
General Manager, Lifetime
Movie Network
-----------------------------------------------------------------------------------------------------------------
Robert J. Denison, 67 Chair, First Security 5 None
Director (2005) Management (private
investment)
-----------------------------------------------------------------------------------------------------------------
Robert A. Fox, 72 Managing General Partner, Fox 8 Chemtura Corporation
Director (1970) Investments LP; corporate
director; retired President
and CEO, Foster Farms
(poultry producer)
-----------------------------------------------------------------------------------------------------------------
Leonade D. Jones, 61 Co-founder, VentureThink LLC 7 None
Director (1993) (developed and managed
e-commerce businesses) and
Versura Inc. (education loan
exchange); former Treasurer,
The Washington Post Company
-----------------------------------------------------------------------------------------------------------------
John G. McDonald, 71 Stanford Investors Professor, 9 iStar Financial, Inc.;
Director (1976) Graduate School of Business, Plum Creek Timber Co.;
Stanford University Scholastic Corporation;
Varian, Inc.
-----------------------------------------------------------------------------------------------------------------
Gail L. Neale, 74 President, The Lovejoy 4 None
Director (1998) Consulting Group, Inc. (a pro
bono consulting group
advising nonprofit
organizations)
-----------------------------------------------------------------------------------------------------------------
Henry E. Riggs, 74 President Emeritus, Keck 5 None
Chairman of the Board Graduate Institute of Applied
(Independent and Life Sciences
Non-Executive) and Director
(1989)
-----------------------------------------------------------------------------------------------------------------
Patricia K. Woolf, Ph.D., 74 Private investor; corporate 7 None
Director (1985) director; former Lecturer,
Department of Molecular
Biology, Princeton University
-----------------------------------------------------------------------------------------------------------------

The Growth Fund of America -- Page 10
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"INTERESTED" DIRECTORS/5/,/6/

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

James F. Rothenberg, 62 Chairman of the Board, Capital 2 None
Vice Chairman of the Research and Management Company;
Board (1997) Director and Non-Executive Chair,
American Funds Distributors,
Inc.*; Director and Non-Executive
Chair, The Capital Group
Companies, Inc.*
--------------------------------------------------------------------------------------------------------------
Donald D. O'Neal, 48 Senior Vice President - Capital 3 None
President (1995) Research Global Investors,
Capital Research and Management
Company; Director, The Capital
Group Companies, Inc.*
--------------------------------------------------------------------------------------------------------------

The Growth Fund of America -- Page 11
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OTHER OFFICERS/6/

NAME, AGE AND
POSITION WITH FUND PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
(YEAR FIRST ELECTED AND POSITIONS HELD WITH AFFILIATED ENTITIES
AS AN OFFICER/2/) OR THE PRINCIPAL UNDERWRITER OF THE FUND
-------------------------------------------------------------------------------
Paul G. Haaga, Jr., Vice Chairman of the Board, Capital Research and
60 Management Company; Senior Vice President - Fixed
Executive Vice Income, Capital Research and Management Company*
President (1994)
-------------------------------------------------------------------------------
Gordon Crawford, 62 Senior Vice President - Capital Research Global
Senior Vice Investors, Capital Research and Management Company;
President (1992) Director, The Capital Group Companies, Inc.*
-------------------------------------------------------------------------------
Gregg E. Ireland, 59 Senior Vice President - Capital World Investors,
Senior Vice Capital Research and Management Company
President (2008)
-------------------------------------------------------------------------------
Michael T. Kerr, 49 Senior Vice President - Capital World Investors,
Senior Vice Capital Research and Management Company; Director,
President (1998) Capital Research and Management Company
-------------------------------------------------------------------------------
Bradley J. Vogt, 44 Chairman of the Board, Capital Research Company*;
Senior Vice Senior Vice President - Capital Research Global
President (1999) Investors, Capital Research Company*; Director,
American Funds Distributors, Inc.*; Director, Capital
Group Research, Inc.*; Director, Capital
International Research, Inc.*; Director, The Capital
Group Companies, Inc.*
-------------------------------------------------------------------------------
Richard M. Beleson, Senior Vice President - Capital World Investors,
55 Capital Research Company*
Vice President
(1992)
-------------------------------------------------------------------------------
Donald H. Rolfe, 36 Associate Counsel - Fund Business Management Group,
Vice President Capital Research and Management Company
(2007)
-------------------------------------------------------------------------------
Patrick F. Quan, 50 Vice President - Fund Business Management Group,
Secretary (1986 - Capital Research and Management Company
1998; 2000)
-------------------------------------------------------------------------------
Jeffrey P. Regal, 37 Vice President - Fund Business Management Group,
Treasurer (2006) Capital Research and Management Company
-------------------------------------------------------------------------------
Gregory F. Niland, Vice President - Fund Business Management Group,
37 Capital Research and Management Company
Assistant Treasurer
(2009)
-------------------------------------------------------------------------------

* Company affiliated with Capital Research and Management Company.

1 The term "independent" director refers to a director who is not an "interested
person" of the fund within the meaning of the 1940 Act.
2 Directors and officers of the fund serve until their resignation, removal or
retirement.
3 Funds managed by Capital Research and Management Company, including the
American Funds; American Funds Insurance Series,(R) which is composed of 16
funds and serves as the underlying investment vehicle for certain variable
insurance contracts; American Funds Target Date Retirement Series,(R) Inc.,
which is composed of nine funds and is available through tax-deferred
retirement plans and IRAs; and Endowments, which is composed of two portfolios
and is available to certain nonprofit organizations.
4 This includes all directorships (other than those in the American Funds or
other funds managed by Capital Research and Management Company) that are held
by each director as a director of a public company or a registered investment
company.
5 "Interested persons" of the fund within the meaning of the 1940 Act, on the
basis of their affiliation with the fund's investment adviser, Capital Research
and Management Company, or affiliated entities (including the fund's principal
underwriter).
6 All of the officers listed, except Messrs. Beleson 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: SECRETARY.

The Growth Fund of America -- Page 12
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FUND SHARES OWNED BY DIRECTOR AS OF DECEMBER 31, 2008:

AGGREGATE
DOLLAR
RANGE/1/ OF
INDEPENDENT
AGGREGATE DIRECTORS
DOLLAR RANGE/1/ DOLLAR DEFERRED
OF SHARES RANGE/1 /OF COMPENSATION/2/
OWNED IN INDEPENDENT ALLOCATED TO
ALL FUNDS DIRECTORS ALL FUNDS
IN THE DEFERRED WITHIN
DOLLAR RANGE/1/ AMERICAN FUNDS COMPENSATION/2/ AMERICAN FUNDS
OF FUND FAMILY OVERSEEN ALLOCATED FAMILY OVERSEEN
NAME SHARES OWNED BY DIRECTOR TO FUND BY DIRECTOR
-----------------------------------------------------------------------------------------
"INDEPENDENT" DIRECTORS
-----------------------------------------------------------------------------------------
Ronald P. Badie Over $100,000 Over $100,000 $10,001 - $10,001 - $50,000
$50,000
-----------------------------------------------------------------------------------------
Joseph C. $50,001 - Over $100,000 $50,001 - Over $100,000
Berenato $100,000 $100,000
-----------------------------------------------------------------------------------------
Louise H. Bryson $10,001 - Over $100,000 $10,001 - Over $100,000
$50,000 $50,000
-----------------------------------------------------------------------------------------
Robert J. Denison $10,001 - $10,001 - N/A N/A
$50,000 $50,000
-----------------------------------------------------------------------------------------
Robert A. Fox Over $100,000 Over $100,000 Over $100,000 Over $100,000
-----------------------------------------------------------------------------------------
Leonade D. Jones $50,001 - Over $100,000 Over $100,000 Over $100,000
$100,000
-----------------------------------------------------------------------------------------
John G. McDonald Over $100,000 Over $100,000 N/A N/A
-----------------------------------------------------------------------------------------
Gail L. Neale $10,001 - Over $100,000 N/A N/A
$50,000
-----------------------------------------------------------------------------------------
Henry E. Riggs Over $100,000 Over $100,000 Over $100,000 Over $100,000
-----------------------------------------------------------------------------------------
Patricia K. Woolf Over $100,000 Over $100,000 Over $100,000 Over $100,000

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

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

AGGREGATE
DOLLAR RANGE/1/
OF SHARES
OWNED IN
ALL FUNDS
IN THE
DOLLAR RANGE/1/ AMERICAN FUNDS
OF FUND FAMILY OVERSEEN
NAME SHARES OWNED BY DIRECTOR
------------------------------------------------------------------------------
"INTERESTED" DIRECTORS
------------------------------------------------------------------------------
Donald D. O'Neal Over $100,000 Over $100,000
------------------------------------------------------------------------------
James F. Over $100,000 Over $100,000
Rothenberg
------------------------------------------------------------------------------

1 Ownership disclosure is made using the following ranges: None; $1 - $10,000;
$10,001 - $50,000; $50,001 - $100,000; and Over $100,000. The amounts listed
for "interested" directors include shares owned through The Capital Group
Companies, Inc. retirement plan and 401(k) plan.

2 Eligible directors may defer their compensation under a nonqualified deferred
compensation plan. Deferred amounts accumulate at an earnings rate determined
by the total return of one or more American Funds as designated by the
director.

DIRECTOR COMPENSATION -- No compensation is paid by the fund to any officer or
director who is a director, officer or employee of the investment adviser or its
affiliates. The boards of funds advised by the investment adviser typically meet
either individually or jointly with the boards of one or more other such funds
with substantially overlapping board membership (in each case referred to as a
"board cluster"). The fund typically pays each independent director an annual
fee, which ranges from $16,500 to $35,000, based primarily on the total number
of board clusters on which that independent director serves.

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

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

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

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

DIRECTOR COMPENSATION EARNED DURING THE FISCAL YEAR ENDED AUGUST 31, 2008

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/
--------------------------------------------------------------------------------------------
Ronald P. Badie/3/,/4/ $ 7,917 $ 41,500
--------------------------------------------------------------------------------------------
Joseph C. Berenato/3/ 54,792 297,625
--------------------------------------------------------------------------------------------
Louise H. Bryson/3/,/4/ 5,354 124,875
--------------------------------------------------------------------------------------------
Robert J. Denison/3/ 51,625 209,500
--------------------------------------------------------------------------------------------
Robert A. Fox/3/ 50,112 294,750
--------------------------------------------------------------------------------------------
Leonade D. Jones/3/ 50,125 354,250
--------------------------------------------------------------------------------------------
John G. McDonald/3/ 41,875 376,167
--------------------------------------------------------------------------------------------
Gail L. Neale 52,875 204,000
--------------------------------------------------------------------------------------------
Henry E. Riggs/3/ 70,125 265,396
--------------------------------------------------------------------------------------------
Patricia K. Woolf/3/ 49,042 313,500
--------------------------------------------------------------------------------------------

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, 2008 does not include earnings on amounts deferred in
previous fiscal years. See footnote 3 to this table for more information.
2 Funds managed by Capital Research and Management Company, including the
American Funds; American Funds Insurance Series,(R) which is composed of 16
funds and serves as the underlying investment vehicle for certain variable
insurance contracts; American Funds Target Date Retirement Series,(R) Inc.,
which is composed of nine funds and is available through tax-deferred
retirement plans and IRAs; and Endowments, which is composed of two portfolios
and is available to certain nonprofit organizations.
3 Since the deferred compensation plan's adoption, the total amount of deferred
compensation accrued by the fund (plus earnings thereon) through the 2008
fiscal year for participating directors is as follows: Ronald P. Badie
($2,937), Joseph C. Berenato ($97,744), Louise H. Bryson ($2,370), Robert J.
Denison ($201,686), Robert A. Fox ($774,988), Leonade D. Jones ($276,820), John
G. McDonald ($619,771), Henry E. Riggs ($582,988) and Patricia K. Woolf
($318,230). Amounts deferred and accumulated earnings thereon are not funded
and are general unsecured liabilities of the fund until paid to the directors.
4 Mr. Badie and Ms. Bryson were elected directors on August 7, 2008.

As of March 1, 2009, 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

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

member of any board committee on which he/she serves, in good faith, in a manner
he/she reasonably believes to be in the best interest of the fund, and with the
care that an ordinarily prudent person in a like position would use under
similar circumstances.

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

The fund has several different classes of shares. Shares of each class represent
an interest in the same investment portfolio. Each class has pro rata rights as
to voting, redemption, dividends and liquidation, except that each class bears
different distribution expenses and may bear different transfer agent fees and
other expenses properly attributable to the particular class as approved by the
board of directors and set forth in the fund's rule 18f-3 Plan. Each class'
shareholders have exclusive voting rights with respect to the respective class'
rule 12b-1 plans adopted in connection with the distribution of shares and on
other matters in which the interests of one class are different from interests
in another class. Shares of all classes of the fund vote together on matters
that affect all classes in substantially the same manner. Each class votes as a
class on matters that affect that class alone. Note that 529 college savings
plan account owners invested in Class 529 shares are not shareholders of the
fund and, accordingly, do not have the rights of a shareholder, such as the
right to vote proxies relating to fund shares. As the legal owner of the fund's
Class 529 shares, the Virginia College Savings Plan/SM/ will vote any proxies
relating to 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 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 Ronald P. Badie, 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 2008 fiscal year.

The fund has a contracts committee comprised of Ronald P. Badie, Joseph C.
Berenato, Louise H. Bryson, 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,

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

review and consider the information deemed necessary to evaluate the terms of
certain agreements between the fund and its investment adviser or the investment
adviser's affiliates, such as the Investment Advisory and Service Agreement,
Principal Underwriting Agreement, Administrative Services Agreement and Plans of
Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund
may enter into, renew or continue, and to make its recommendations to the full
board of directors on these matters. One contracts committee meeting was held
during the 2008 fiscal year.

The fund has a nominating and governance committee comprised of Joseph C.
Berenato, Louise H. Bryson, 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 and governance committee of the fund, addressed to
the fund's secretary, and must be accompanied by complete biographical and
occupational data on the prospective nominee, along with a written consent of
the prospective nominee for consideration of his or her name by the committee.
Four nominating and governance committee meetings were held during the 2008
fiscal year.

The fund has a proxy committee comprised of Robert A. Fox, Leonade D. Jones,
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's functions include 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 2008
fiscal year.

PROXY VOTING PROCEDURES AND PRINCIPLES -- The fund's investment adviser, in
consultation with the fund's board, has adopted Proxy Voting Procedures and
Principles (the "Principles") with respect to voting proxies of securities held
by the fund, other American Funds, Endowments and American Funds Insurance
Series. The complete text of these principles is available on the American Funds
website at americanfunds.com. Certain American Funds, including the fund, have
established separate proxy voting 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 appropriate equity investment
division of the investment adviser under authority delegated by those funds'
boards. Therefore, if more than one fund invests in the same company, they may
vote differently on the same proposal.

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

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

investment division, based on knowledge of these Principles and familiarity with
proxy-related issues. The proxy summary and voting recommendations are made
available to the appropriate proxy voting committee for a final voting decision.

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

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

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

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

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

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

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

The Growth Fund of America -- Page 18
<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 generally are 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 March 1, 2009. Unless
otherwise indicated, the ownership percentages below represent ownership of
record rather than beneficial ownership.

NAME AND ADDRESS OWNERSHIP OWNERSHIP PERCENTAGE
--------------------------------------------------------------------------------
Edward D. Jones & Co. Record Class A 16.34%
Omnibus Account Class B 7.88
Maryland Heights, MO
--------------------------------------------------------------------------------
First Clearing, LLC Record Class A 7.05
Custody Account Class B 9.81
Glen Allen, VA Class C 10.58
Class F-1 6.35
--------------------------------------------------------------------------------
Merrill Lynch Record Class B 5.51
Omnibus Account Class C 20.70
Jacksonville, FL Class R-2 6.18
Class R-3 8.26
Class R-5 7.22
--------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Record Class B 5.02
Omnibus Account Class C 13.38
New York, NY Class F-1 10.72
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc. Record Class F-1 10.15
Custody Account Class F-2 24.90
San Francisco. CA Class R-4 8.39
Class R-5 7.69
--------------------------------------------------------------------------------
LPL Financial Record Class F-1 7.65
Omnibus Account Class F-2 14.20
San Diego, CA
--------------------------------------------------------------------------------
Morgan Stanley & Co., Inc. Record Class F-1 5.93
Omnibus Account
Jersey City, NJ
--------------------------------------------------------------------------------
Hartford Life Insurance Co. Separate Record Class R-1 43.98
Account Beneficial Class R-3 5.14
401K Plan
Hartford, CT
--------------------------------------------------------------------------------
ING Life Insurance & Annuity Record Class R-3 7.70
Hartford, CT
--------------------------------------------------------------------------------
Nationwide Trust Company Record Class R-3 5.28
Columbus, OH
--------------------------------------------------------------------------------
NFS, LLC FEBO Record Class R-4 11.98
401K Plans Beneficial Class R-5 15.95
Covington, KY
--------------------------------------------------------------------------------

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

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

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

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

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

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

To encourage a long-term focus, bonuses based on investment results are
calculated by comparing pretax total investment returns to relevant benchmarks
over the most recent year, a four-year rolling average and an eight-year rolling
average with greater weight placed on the four-year and eight-year rolling
averages. For portfolio counselors, benchmarks may include measures of the
marketplaces in which the fund invests and measures of the results of

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

comparable mutual funds. For investment analysts, benchmarks may include
relevant market measures and appropriate industry or sector indexes reflecting
their areas of expertise. Capital Research and Management Company makes periodic
subjective assessments of analysts' contributions to the investment process and
this is an element of their overall compensation. The investment results of each
of the fund's portfolio counselors may be measured against one or more of the
following benchmarks, depending on his or her investment focus: 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, 2008:

NUMBER NUMBER
OF OTHER OF OTHER NUMBER
REGISTERED POOLED OF OTHER
INVESTMENT INVESTMENT ACCOUNTS
COMPANIES (RICS) VEHICLES (PIVS) FOR WHICH
FOR WHICH FOR WHICH PORTFOLIO
PORTFOLIO PORTFOLIO COUNSELOR
DOLLAR RANGE COUNSELOR COUNSELOR IS A MANAGER
OF FUND IS A MANAGER IS A MANAGER (ASSETS OF
PORTFOLIO SHARES (ASSETS OF RICS (ASSETS OF PIVS OTHER ACCOUNTS
COUNSELOR OWNED/1/ IN BILLIONS)/2/ IN BILLIONS)/3/ IN BILLIONS)/4/
---------------------------------------------------------------------------------------------
Donnalisa Barnum Over 1 $100.5 None None
$1,000,000
----------------------------------------------------------------------------------------------
Gordon Crawford Over 3 $129.1 None None
$1,000,000
----------------------------------------------------------------------------------------------
James E. Drasdo Over None None None
$1,000,000
----------------------------------------------------------------------------------------------
Timothy P. Dunn $100,001 - 1 $101.7 None None
$500,000
----------------------------------------------------------------------------------------------
J. Blair Frank $500,001 - 2 $121.1 None None
$1,000,000
----------------------------------------------------------------------------------------------
Gregg E. Ireland Over 2 $152.4 1 $0.05 None
$1,000,000
----------------------------------------------------------------------------------------------
Michael T. Kerr $500,001 - 2 $150.7 None None
$1,000,000
----------------------------------------------------------------------------------------------
Ronald B. Morrow Over 3 $220.0 None None
$1,000,000
----------------------------------------------------------------------------------------------
Donald D. O'Neal Over 2 $176.0 1 $0.05 None
$1,000,000
----------------------------------------------------------------------------------------------
James F. Rothenberg Over 1 $ 69.3 None None
$1,000,000
----------------------------------------------------------------------------------------------
R. Michael $100,001 - 3 $115.9 None None
Shanahan $500,000
----------------------------------------------------------------------------------------------

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

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

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, 2009, 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;

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

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
------------------------------------------------------------------------------
0.239 166,000,000,000 188,000,000,000
------------------------------------------------------------------------------
0.236 188,000,000,000 210,000,000,000
------------------------------------------------------------------------------
0.233 210,000,000,000
------------------------------------------------------------------------------

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

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

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, 2008, 2007 and 2006, the investment
adviser was entitled to receive from the fund advisory fees of $499,739,000,
$455,221,000 and $369,674,000, respectively. After giving effect to the advisory
fee waivers described below, the fund paid the investment adviser advisory fees
of $449,765,000 (a reduction of $49,974,000), $409,696,000 (a reduction of
$45,525,000) and $332,707,000 (a reduction of $36,967,000) for the fiscal years
ended August 31, 2008, 2007 and 2006, respectively.

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

In addition, during the year ended August 31, 2007, the investment adviser
waived the fees in excess of the rates provided in the September 1, 2007 amended
Agreement.

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, 2009, unless sooner terminated, and may be renewed from year to year
thereafter, provided that any such renewal has been specifically approved at
least annually by the vote of a majority of directors who are not parties to the
Administrative Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The fund may terminate the Administrative Agreement at any time
by vote of a majority of independent directors. The investment adviser has the
right to terminate the Administrative Agreement upon 60 days' written notice to
the fund. The Administrative Agreement automatically terminates in the event of
its assignment (as defined in the 1940 Act).

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

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

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

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

During the 2008 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:

ADMINISTRATIVE SERVICES FEE
------------------------------------------------------------------------------
CLASS C $16,920,000
------------------------------------------------------------------------------
CLASS F-1 27,865,000
------------------------------------------------------------------------------
CLASS F-2 8,000
------------------------------------------------------------------------------
CLASS 529-A 3,126,000
------------------------------------------------------------------------------
CLASS 529-B 647,000
------------------------------------------------------------------------------
CLASS 529-C 1,048,000
------------------------------------------------------------------------------
CLASS 529-E 162,000
------------------------------------------------------------------------------
CLASS 529-F-1 94,000
------------------------------------------------------------------------------
CLASS R-1 671,000
------------------------------------------------------------------------------
CLASS R-2 9,440,000
------------------------------------------------------------------------------
CLASS R-3 22,661,000
------------------------------------------------------------------------------
CLASS R-4 25,727,000
------------------------------------------------------------------------------
CLASS R-5 14,095,000
------------------------------------------------------------------------------

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

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

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

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

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

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

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

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 2008 $36,054,000 $163,552,000
2007 38,833,000 176,358,000
2006 45,582,000 209,387,000
-----------------------------------------------------------------------------------------------------
CLASS B 2008 2,258,000 15,486,000
2007 3,141,000 19,004,000
2006 3,699,000 25,941,000
-----------------------------------------------------------------------------------------------------
CLASS C 2008 3,461,000 15,703,000
2007 3,136,000 19,196,000
2006 566,000 21,841,000
-----------------------------------------------------------------------------------------------------
CLASS 529-A 2008 3,115,000 14,884,000
2007 3,171,000 15,155,000
2006 3,008,000 14,596,000
-----------------------------------------------------------------------------------------------------
CLASS 529-B 2008 278,000 2,135,000
2007 319,000 1,995,000
2006 344,000 2,193,000
-----------------------------------------------------------------------------------------------------
CLASS 529-C 2008 4,000 1,720,000
2007 -- 1,744,000
2006 -- 1,503,000
-----------------------------------------------------------------------------------------------------

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

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

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

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

Following is a brief description of the Plans:

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

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

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

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

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

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

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

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

During the 2008 fiscal year, 12b-1 expenses accrued and paid, and if applicable,
unpaid, were:

12B-1 UNPAID LIABILITY
12B-1 EXPENSES OUTSTANDING
------------------------------------------------------------------------------
CLASS A $214,223,000 $37,085,000
------------------------------------------------------------------------------
CLASS B 71,907,000 7,611,000
------------------------------------------------------------------------------
CLASS C 109,503,000 18,314,000
------------------------------------------------------------------------------
CLASS F-1 64,847,000 15,546,000
------------------------------------------------------------------------------
CLASS 529-A 5,682,000 1,144,000
------------------------------------------------------------------------------
CLASS 529-B 5,383,000 628,000
------------------------------------------------------------------------------
CLASS 529-C 8,900,000 1,849,000
------------------------------------------------------------------------------
CLASS 529-E 745,000 169,000
------------------------------------------------------------------------------
CLASS 529-F-1 0 0
------------------------------------------------------------------------------
CLASS R-1 4,717,000 1,265,000
------------------------------------------------------------------------------
CLASS R-2 21,254,000 4,679,000
------------------------------------------------------------------------------
CLASS R-3 71,122,000 15,641,000
------------------------------------------------------------------------------
CLASS R-4 45,155,000 9,653,000
------------------------------------------------------------------------------

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

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

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

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

FUND EXPENSES -- In periods of market volatility, assets of the fund may decline
significantly, causing total annual fund operating expenses to become higher
than the numbers shown in the annual fund operating expenses table in the
prospectus.

OTHER COMPENSATION TO DEALERS -- As of October 2008, the top dealers (or their
affiliates) that American Funds Distributors anticipates will receive additional
compensation (as described in the prospectus) include:

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

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

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

EXECUTION OF PORTFOLIO TRANSACTIONS

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

In selecting broker-dealers, the investment adviser strives to obtain "best
execution" (the most favorable total price reasonably attainable under the
circumstances) for the fund's portfolio transactions, taking into account a
variety of factors. These factors include the size and type of

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

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

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

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

In accordance with its internal brokerage allocation procedure, each equity
investment division of the investment adviser periodically assesses the
brokerage and investment research services provided by each broker-dealer from
which it receives such services. Using its judgment, each equity investment
division of the investment adviser then creates lists with suggested levels of

The Growth Fund of America -- Page 32
<PAGE>

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

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

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

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

Brokerage commissions paid on portfolio transactions for the fiscal years ended
August 31, 2008, 2007 and 2006 amounted to $76,137,000, $73,311,000 and
$68,687,000, respectively. The increase in commissions paid between 2007 and
2008 was largely due to increases in brokerage transactions and in the number of
shares transacted.

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--

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

dealer is (a) one of the 10 broker-dealers that received from the fund the
largest amount of brokerage commissions by participating, directly or
indirectly, in the fund's portfolio transactions during the fund's most recent
fiscal year; (b) one of the 10 broker-dealers that engaged as principal in the
largest dollar amount of portfolio transactions of the fund during the fund's
most recent fiscal year; or (c) one of the 10 broker-dealers that sold the
largest amount of securities of the fund during the fund's most recent fiscal
year.

At the end of the fund's most recent fiscal year, the fund's regular
broker-dealers included A.G. Edwards & Sons, LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. As of the fund's most recent fiscal year-end,
the fund held equity securities of Citigroup, Inc. in the amount of
$1,920,587,000, JPMorgan Chase & Co. in the amount of $280,400,000 and Wachovia
Corporation in the amount of $675,325,000 and debt securities of JPMorgan Chase
& Co. in the amount of $256,630,000.

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 requires
portfolio holdings information for legitimate business and fund oversight
purposes, may receive the information earlier.

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

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

compensation or other consideration in connection with the disclosure of
information about portfolio securities.

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

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 p.m. New York time, which is the normal close of trading
on the New York Stock Exchange, each day the Exchange is open. If, for example,
the Exchange closes at 1 p.m., the fund's share price would still be determined
as of 4 p.m. New York time. The New York Stock Exchange is currently closed on
weekends and on the following holidays: New Year's Day; Martin Luther King, Jr.
Day; Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day;
Thanksgiving; and Christmas Day. Each share class of the fund has a separately
calculated net asset value (and share price).

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

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 one or more independent pricing vendors, when such prices
are available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued in good faith at the mean
quoted bid and asked prices that are reasonably and timely available (or bid
prices, if asked prices are not available) or at prices for securities of
comparable maturity, quality and type. The pricing vendors base bond prices on,
among other things, valuation matrices which may incorporate dealer-supplied
valuations, electronic data processing techniques and an evaluation of the yield
curve as of approximately 3 p.m. New York time. The 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 currencies other than U.S.
dollars are translated prior to the next determination of the net asset value of
the fund's shares into U.S. dollars at the prevailing market rates.

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

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

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

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

3. Net assets so obtained for each share class are then divided by the total
number of shares outstanding of that share class, and the result, rounded to the
nearest 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 any one issuer (other than U.S. government securities or the

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

securities of other regulated investment companies), two or more issuers which
the fund controls and which are determined to be engaged in the same or similar
trades or businesses or the securities of certain publicly traded partnerships.

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

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

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

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

securities denominated in a foreign currency and on disposition of certain
futures contracts, forward contracts and options, gains or losses
attributable to fluctuations in the value of foreign currency between the
date of acquisition of the security or contract and the date of disposition
are also treated as ordinary gain or loss. These gains or losses, referred
to under the Code as Section 988 gains or losses, may increase or decrease
the amount of the fund's investment company taxable income to be
distributed to its shareholders as ordinary income.

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

To avoid such tax and interest, the fund intends to elect to treat these
securities as sold on the last day of its fiscal year and recognize any
gains for tax purposes at that time. 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 91-day period beginning on
the date that is 45 days before the date on which the shares become
ex-dividend. Capital gain distributions are not eligible for the
dividends-received deduction.

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

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

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 carryforward of
the fund.

If any net long-term capital gains in excess of net short-term capital
losses are retained by the fund for reinvestment, requiring federal income
taxes to be paid thereon by the fund, the fund intends to elect to treat
such capital gains as having been distributed to shareholders. As a result,
each shareholder will report such capital gains as long-term capital gains
taxable to individual shareholders at a maximum 15% capital gains rate,
will be able to claim a pro rata share of federal income taxes paid by the
fund on such gains as a credit against personal federal income tax
liability, and will be entitled to increase the adjusted tax basis on fund
shares by the difference between a pro rata share of the retained gains and
such shareholder's related tax credit.

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

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

CAPITAL GAINS -- Distributions of 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.

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

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.

If a shareholder exchanges or otherwise disposes of shares of the fund within 90
days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously incurred
in acquiring the fund's shares will not be taken into account (to the extent
such previous sales charges do not exceed the reduction in sales charges) for
the purposes of determining the amount of gain or loss on the exchange, but will
be treated as having been incurred in the acquisition of such other fund(s).

Any loss realized on a redemption or exchange of 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 41
<PAGE>

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

PURCHASE AND EXCHANGE OF SHARES

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

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

BY MAIL -- For initial investments, you may mail a check, made payable to
the fund, directly to the address indicated on the account application.
Please indicate an investment dealer on the account application. You may
make additional investments by filling out the "Account Additions" form at
the bottom of a recent 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 either of the following addresses:

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

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

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

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

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

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

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

Your bank should include the following information when wiring funds:

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

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

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

OTHER PURCHASE INFORMATION -- 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. 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.

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

Beginning May 1, 2009, cash investments received without investment instructions
will be invested in Class A shares of the American Funds Money Market Fund
(rather than The Cash Management Trust of America) pursuant to the policies
described in the "Purchase and exchange of shares" section of the prospectus.

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

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

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

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

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

. American Funds money market fund accounts registered in the name of
clients of Capital Guardian Trust Company's Personal Investment
Management group.

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

EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of The Cash Management
Trust of America or American Funds Money Market Fund may be made to Class C
shares of other American Funds for dollar cost averaging purposes. Exchanges
are not permitted from Class A shares of The Cash Management Trust of America
or American Funds Money Market Fund to Class C shares of Intermediate Bond Fund
of America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund
of America. Exchange purchases are subject to the minimum investment requirements
of the fund purchased and no sales charge generally applies. However, exchanges
of shares from American Funds money market 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" in this statement of additional
information. THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES
AND PURCHASES.

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

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

FREQUENT TRADING OF FUND SHARES -- As noted in the prospectus, certain
redemptions may trigger a purchase block lasting 30 calendar days under the
fund's "purchase blocking policy." Under this policy, systematic redemptions
will not trigger a purchase block and systematic purchases will not be
prevented. For purposes of this policy, systematic redemptions include, for
example, regular periodic automatic redemptions and statement of intention
escrow share redemptions. Systematic purchases include, for example, regular
periodic automatic purchases and automatic reinvestments of dividends and
capital gain distributions.

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

MOVING BETWEEN SHARE CLASSES

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

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

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

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

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

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

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

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

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

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

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

SALES CHARGES

CLASS A PURCHASES

PURCHASES BY CERTAIN 403(B) PLANS

A 403(b) plan may not invest in Class A, B or C shares on or after January
1, 2009, unless such plan was invested in Class A, B or C shares prior to
that date.

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

PURCHASES BY SEP PLANS AND SIMPLE IRA PLANS

Participant accounts in a Simplified Employee Pension (SEP) plan or a
Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE
IRA) plan will be aggregated together for Class A sales charge purposes if
the SEP plan or SIMPLE IRA plan was established after November 15, 2004 by
an employer adopting a prototype plan produced

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

by American Funds Distributors, Inc. In the case where the employer adopts
any other plan (including, but not limited to, an IRS model agreement),
each participant's account in the plan will be aggregated with the
participant's own personal investments that qualify under the aggregation
policy. A SEP plan or SIMPLE IRA plan with a certain method of aggregating
participant accounts as of November 15, 2004 may continue with that method
so long as the employer has not modified the plan document since that date.

OTHER PURCHASES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

less than $10 million) and subsequently redeems all or a portion of the
account(s), purchases following the redemption will generate a dealer commission
of 0.50%.

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

SALES CHARGE REDUCTIONS AND WAIVERS

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

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

The Statement period starts on the date on which your first purchase made
toward satisfying the Statement is processed. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

. 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;

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

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

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

CONCURRENT PURCHASES -- As described in the prospectus, you may reduce your
Class A sales charge by combining purchases of all classes of shares in the
American Funds, as well as holdings in Endowments and applicable holdings
in the American Funds Target Date Retirement Series. Shares of 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. If you currently have
individual holdings in American Legacy variable annuity contracts or
variable life insurance policies that were established on or before March
31, 2007, you may continue to combine purchases made under such contracts
and policies to reduce your Class A sales charge.

RIGHTS OF ACCUMULATION -- Subject to the limitations described in the
aggregation policy, you may take into account your accumulated holdings in
all share classes of the American Funds, as well as your holdings in
Endowments and applicable holdings in the American Funds Target Date
Retirement Series, to determine your sales charge on investments in
accounts eligible to be aggregated. Direct purchases of American Funds
money market funds are excluded. Subject to your investment dealer's or
recordkeeper's capabilities, your accumulated holdings will be calculated
as the higher of (a) the current value of your existing holdings (the
"market value") 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

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

is held, the value of your holdings in that account may not be eligible for
calculation at cost value. For example, accounts held in nominee or street
name may not be eligible for calculation at cost value and instead may be
calculated at market value for purposes of rights of accumulation.

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

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

You may not purchase Class B or 529-B shares if your combined American
Funds and applicable American Legacy holdings cause you to be eligible to
purchase Class A or 529-A shares at the $100,000 or higher sales charge
discount rate. In addition, you may not purchase Class C or 529-C shares if
such combined holdings cause you to be eligible to purchase Class A or
529-A shares at the $1 million or more sales charge discount rate (i.e. at
net asset value).

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

RIGHT OF REINVESTMENT -- As described in the prospectus, certain
transactions may be eligible for investment without a sales charge pursuant
to the fund's right of reinvestment policy. Recent legislation suspended
required minimum distributions from individual retirement accounts and
employer-sponsored retirement plan accounts for the 2009 tax year. Given
this suspension, proceeds from an automatic withdrawal plan to satisfy a
required minimum distribution may be invested without a sales charge for
the 2009 tax year, or any subsequent period, to the extent such legislation
is extended. This policy is subject to any restrictions regarding the
investment of proceeds from a required minimum distribution that may be
established by the transfer agent.

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

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

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

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

. Redemptions through an automatic withdrawal plan ("AWP") (see
"Automatic withdrawals" under "Shareholder account services and
privileges" in this statement of additional information). For each AWP
payment, assets that are not subject to a CDSC, such as appreciation
on shares and shares acquired through reinvestment of dividends and/or
capital gain distributions, will be redeemed first and will count
toward the 12% limit. If there is an insufficient amount of assets not
subject to a CDSC to cover a particular AWP payment, shares subject to
the lowest CDSC will be redeemed next until the 12% limit is reached.
Any dividends and/or capital gain distributions taken in cash by a
shareholder who receives payments through an AWP will also count
toward the 12% limit. In the case of an AWP, the 12% limit is
calculated at the time an automatic redemption is first made, and is
recalculated at the time each additional automatic redemption is made.
Shareholders who establish an AWP should be aware that the amount of a
payment not subject to a CDSC may vary over time depending on
fluctuations in the value of their accounts. This privilege may be
revised or terminated at any time.

For purposes of this paragraph, "account" means:

. 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."

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

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

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

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

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

You may request that redemption proceeds of $1,000 or more from 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 described in the
prospectus and this statement of additional information may not be available for
Class 529 shareholders or if your account is held with an investment dealer or
through an employer-sponsored retirement plan.

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

AUTOMATIC REINVESTMENT -- Dividends and capital gain distributions are
reinvested in additional shares of the same class and fund at net asset value
unless you indicate otherwise on the account application. You also may elect to
have dividends and/or capital gain distributions paid in

The Growth Fund of America -- Page 54
<PAGE>

cash by informing the fund, the Transfer Agent or your investment dealer.
Dividends and capital gain distributions paid to retirement plan shareholders or
shareholders of the 529 share classes will be automatically reinvested.

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

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

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

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

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

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

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

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

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

The Growth Fund of America -- Page 55
<PAGE>

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

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

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

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

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

REDEMPTION OF SHARES -- The fund's articles of incorporation permit the fund to
direct the Transfer Agent to redeem the shares of any shareholder for their then
current net asset value per share if at such time the shareholder of record owns
shares having an aggregate net asset value of less than the minimum initial
investment amount required of new shareholders as set forth in

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

the fund's current registration statement under the 1940 Act, and subject to
such further terms and conditions as the board of directors of the fund may from
time to time adopt.

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

SHARE CERTIFICATES -- Shares are credited to your account 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, One Lincoln Street, Boston, MA
02111, as Custodian. If the fund holds securities of issuers outside the U.S.,
the Custodian may hold these securities pursuant to subcustodial arrangements in
banks outside the U.S. or branches of U.S. banks outside the U.S.

TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of
the investment adviser, maintains the records of shareholder accounts, processes
purchases and redemptions of the fund's shares, acts as dividend and capital
gain distribution disbursing agent, and performs other related shareholder
service functions. The principal office of American Funds Service Company is
located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service
Company was paid fees of $103,429,000 for Class A shares and $7,800,000 for
Class B shares, respectively, for the 2008 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 and from the relevant share class, as described
under "Administrative services agreement."

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- 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 audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
report appearing herein. Such financial statements have been so included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. The selection of the fund's independent registered
public accounting firm is reviewed and determined annually by the board of
directors.

The Growth Fund of America -- Page 57
<PAGE>

INDEPENDENT LEGAL COUNSEL -- Paul, Hastings, Janofsky & Walker LLP, 515 South
Flower Street, Los Angeles, CA 90071, serves as independent legal counsel
("counsel") for the fund and for independent directors in their capacities as
such. Certain legal matters in connection with certain classes of the capital
shares offered by the prospectus have been passed upon for the fund by Paul,
Hastings, Janofsky & Walker LLP and DLA Piper US LLP, Baltimore, Maryland. A
determination with respect to the independence of the fund's counsel will be
made at least annually by the independent directors of the fund, as prescribed
by the 1940 Act and related rules.

PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS -- The fund's fiscal
year ends on 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.

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

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

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

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

The Growth Fund of America -- Page 58
<PAGE>

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

DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE
PER SHARE FOR CLASS A SHARES -- AUGUST 31, 2008

Net asset value and redemption price per share
(Net assets divided by shares outstanding). . $30.61
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). . . . . . . . . . . . . . . . $32.48

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

The financial statements, including the investment portfolio and the report of
the fund's independent registered public accounting firm contained in the annual
report, are included in this statement of additional information. The following
information on fund numbers is not included in the annual report:

The Growth Fund of America -- Page 59
<PAGE>

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

FUND NUMBERS
-------------------------------------------------
FUND CLASS A CLASS B CLASS C CLASS F-1 CLASS F-2
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . . 002 202 302 402 602
American Balanced Fund/(R)/ 011 211 311 411 611
American Mutual Fund/(R)/ . 003 203 303 403 603
Capital Income Builder/(R)/ 012 212 312 412 612
Capital World Growth and
Income Fund/SM/ . . . . . . 033 233 333 433 633
EuroPacific Growth Fund/(R)/ 016 216 316 416 616
Fundamental Investors/SM/ . 010 210 310 410 610
The Growth Fund of
America/(R)/. . . . . . . . 005 205 305 405 605
The Income Fund of
America/(R)/. . . . . . . . 006 206 306 406 606
International Growth and
Income Fund/SM/ . . . . . . 034 234 334 434 634
The Investment Company of
America/(R)/. . . . . . . . 004 204 304 404 604
The New Economy Fund/(R)/ . 014 214 314 414 614
New Perspective Fund/(R)/ . 007 207 307 407 607
New World Fund/(R)/ . . . . 036 236 336 436 636
SMALLCAP World Fund/(R)/ . 035 235 335 435 635
Washington Mutual Investors
Fund/SM/ . . . . . . . . . 001 201 301 401 601
BOND FUNDS
American High-Income
Municipal Bond Fund/(R)/ . 040 240 340 440 640
American High-Income
Trust/SM/ . . . . . . . . . 021 221 321 421 621
The Bond Fund of America/SM/ 008 208 308 408 608
Capital World Bond Fund/(R)/ 031 231 331 431 631
Intermediate Bond Fund of
America/SM/ . . . . . . . . 023 223 323 423 623
Limited Term Tax-Exempt Bond
Fund of America/SM/ . . . . 043 243 343 443 643
Short-Term Bond Fund of
America/SM/ . . . . . . . . 048 248 348 448 648
The Tax-Exempt Bond Fund of
America/(R)/. . . . . . . . 019 219 319 419 619
The Tax-Exempt Fund of
California/(R)/*. . . . . . 020 220 320 420 620
The Tax-Exempt Fund of
Maryland/(R)/*. . . . . . . 024 224 324 424 624
The Tax-Exempt Fund of
Virginia/(R)/*. . . . . . . 025 225 325 425 625
U.S. Government Securities
Fund/SM/. . . . . . . . . . 022 222 322 422 622
MONEY MARKET FUNDS
American Funds Money Market
Fund/SM/ . . . . . . . . . 059 259 359 459 659
The Cash Management Trust of
America/(R)/. . . . . . . . 009 209 309 409 609
The Tax-Exempt Money Fund of
America/SM/ . . . . . . . . 039 N/A N/A N/A N/A
The U.S. Treasury Money Fund
of America/SM/ . . . . . . 049 N/A N/A N/A N/A
___________
*Qualified for sale only in certain jurisdictions.

The Growth Fund of America -- Page 60
<PAGE>

FUND NUMBERS
----------------------------------------------
CLASS CLASS CLASS CLASS CLASS
FUND 529-A 529-B 529-C 529-E 529-F-1
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . 1002 1202 1302 1502 1402
American Balanced Fund . . . . 1011 1211 1311 1511 1411
American Mutual Fund . . . . . 1003 1203 1303 1503 1403
Capital Income Builder . . . . 1012 1212 1312 1512 1412
Capital World Growth and Income
Fund . . . . . . . . . . . . . 1033 1233 1333 1533 1433
EuroPacific Growth Fund . . . 1016 1216 1316 1516 1416
Fundamental Investors . . . . 1010 1210 1310 1510 1410
The Growth Fund of America . . 1005 1205 1305 1505 1405
The Income Fund of America . . 1006 1206 1306 1506 1406
International Growth and Income
Fund . . . . . . . . . . . . . 1034 1234 1334 1534 1434
The Investment Company of
America. . . . . . . . . . . . 1004 1204 1304 1504 1404
The New Economy Fund . . . . . 1014 1214 1314 1514 1414
New Perspective Fund . . . . . 1007 1207 1307 1507 1407
New World Fund . . . . . . . . 1036 1236 1336 1536 1436
SMALLCAP World Fund . . . . . 1035 1235 1335 1535 1435
Washington Mutual Investors
Fund . . . . . . . . . . . . . 1001 1201 1301 1501 1401
BOND FUNDS
American High-Income Trust . . 1021 1221 1321 1521 1421
The Bond Fund of America . . . 1008 1208 1308 1508 1408
Capital World Bond Fund . . . 1031 1231 1331 1531 1431
Intermediate Bond Fund of
America. . . . . . . . . . . . 1023 1223 1323 1523 1423
Short-Term Bond Fund of America 1048 1248 1348 1548 1448
U.S. Government Securities Fund 1022 1222 1322 1522 1422
MONEY MARKET FUND
American Funds Money Market
Fund . . . . . . . . . . . . . 1059 1259 1359 1559 1459
The Cash Management Trust of
America. . . . . . . . . . . . 1009 1209 1309 1509 1409

The Growth Fund of America -- Page 61
<PAGE>

FUND NUMBERS
------------------------------------------
CLASS CLASS CLASS CLASS CLASS CLASS
FUND R-1 R-2 R-3 R-4 R-5 R-6
-------------------------------------------------------------------------------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . . 2102 2202 2302 2402 2502 2602
American Balanced Fund . . . . . . 2111 2211 2311 2411 2511 2611
American Mutual Fund . . . . . . . 2103 2203 2303 2403 2503 2603
Capital Income Builder . . . . . . 2112 2212 2312 2412 2512 2612
Capital World Growth and Income
Fund . . . . . . . . . . . . . . . 2133 2233 2333 2433 2533 2633
EuroPacific Growth Fund . . . . . 2116 2216 2316 2416 2516 2616
Fundamental Investors . . . . . . 2110 2210 2310 2410 2510 2610
The Growth Fund of America . . . . 2105 2205 2305 2405 2505 2605
The Income Fund of America . . . . 2106 2206 2306 2406 2506 2606
International Growth and Income
Fund . . . . . . . . . . . . . . . 2134 2234 2334 2434 2534 2634
The Investment Company of America 2104 2204 2304 2404 2504 2604
The New Economy Fund . . . . . . . 2114 2214 2314 2414 2514 2614
New Perspective Fund . . . . . . . 2107 2207 2307 2407 2507 2607
New World Fund . . . . . . . . . . 2136 2236 2336 2436 2536 2636
SMALLCAP World Fund . . . . . . . 2135 2235 2335 2435 2535 2635
Washington Mutual Investors Fund . 2101 2201 2301 2401 2501 2601
BOND FUNDS
American High-Income Municipal Bond
Fund . . . . . . . . . . . . . . . N/A N/A N/A N/A 2540 N/A
American High-Income Trust . . . . 2121 2221 2321 2421 2521 2621
The Bond Fund of America . . . . . 2108 2208 2308 2408 2508 2608
Capital World Bond Fund . . . . . 2131 2231 2331 2431 2531 2631
Intermediate Bond Fund of America 2123 2223 2323 2423 2523 2623
Limited Term Tax-Exempt Bond Fund
of America . . . . . . . . . . . . N/A N/A N/A N/A 2543 N/A
Short-Term Bond Fund of America. . 2148 2248 2348 2448 2548 2648
The Tax-Exempt Bond Fund of America N/A N/A N/A N/A 2519 N/A
The Tax-Exempt Fund of California* N/A N/A N/A N/A 2520 N/A
The Tax-Exempt Fund of Maryland* . N/A N/A N/A N/A 2524 N/A
The Tax-Exempt Fund of Virginia* . N/A N/A N/A N/A 2525 N/A
U.S. Government Securities Fund . 2122 2222 2322 2422 2522 2622
MONEY MARKET FUNDS
American Funds Money Market Fund . 2159 2259 2359 2459 2559 2659
The Cash Management Trust of
America. . . . . . . . . . . . . . 2109 2209 2309 2409 2509 N/A
The Tax-Exempt Money Fund of
America . . . . . . . . . . . . . N/A N/A N/A N/A 2539 N/A
The U.S. Treasury Money Fund of
America . . . . . . . . . . . . . 2149 2249 2349 2449 2549 N/A
___________
*Qualified for sale only in certain
jurisdictions.

The Growth Fund of America -- Page 62
<PAGE>

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

The Growth Fund of America -- Page 63
<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 64
<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 65
<PAGE>

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

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

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

The Growth Fund of America -- Page 66

	Acquisition	Cost	Value	Percent of
	date(s)	(000)	(000)	net assets

CONSOL Energy Inc.	10/2/2003	$ 67,784	$ 501,054	.28%
Citigroup Inc., Series J, 7.00%, noncumulative
convertible preferred depositary shares	1/15/2008	257,000	230,020	.13
Citigroup Inc., Series D, 7.00%, noncumulative
convertible preferred	1/15/2008	187,500	167,816	.09
National City Corp., Series G, 0% noncumulative convertible preferred	4/21/2008	354,300	339,278	.19
National City Corp.	4/21/2008	41,425	41,756	.02
Washington Mutual, Inc.	4/8/2008	189,051	78,686	.04
Washington Mutual, Inc.	4/8/2008	15,000	6,943	.01
Washington Mutual, Inc., warrants, expire 2013	4/8/2008	10,949	484	—
Broadview Networks Holdings, Inc., Series B	7/7/2000–3/6/2002	21,000	583	—
Broadview Networks Holdings, Inc., Class A	7/7/2000–3/6/2002	—	—	—
ProAct Holdings, LLC	1/4/2005	162	—	—

Total restricted securities		$1,144,171	$1,366,620	.76%

[begin pie chart]
Industry sector diversification (percent of net assets)

Information technology	21.82	%
Energy	13.92
Consumer discretionary	10.01
Health care	9.82
Industrials	7.68
Other industries	22.61
Convertible securities	.44
Bonds & notes	.04
Short-term securities & other assets less liabilities	13.66
[end pie chart]

Largest equity holdings	Percent of net assets

Oracle	2.4	%
Google	2.4
Schlumberger	2.3
Cisco Systems	2.2
Microsoft	1.9
Suncor	1.6
Lowe's	1.3
Apple	1.3
Roche	1.3
Nokia	1.2

			Percent
	Shares	Value	of net
Common stocks - 85.86%		(000)	assets

Information technology - 21.82%
Oracle Corp. (1)	196,978,700	$ 4,319,743	2.41%
Google Inc., Class A (1)	9,159,700	4,243,597	2.37
Cisco Systems, Inc. (1)	163,630,000	3,935,301	2.20
Microsoft Corp.	125,160,000	3,415,616	1.91
Apple Inc. (1)	13,625,000	2,309,846	1.29
Nokia Corp. (2)	45,628,000	1,147,164
Nokia Corp. (ADR)	40,197,174	1,011,763	1.20
Yahoo! Inc. (1) (3)	76,694,100	1,486,332	.83
EMC Corp. (1)	79,315,200	1,211,936	.68
International Business Machines Corp.	8,950,000	1,089,483	.61
Applied Materials, Inc.	53,080,000	951,194	.53
SAP AG (2)	16,287,500	911,541	.51
Intel Corp.	38,270,000	875,235	.49
Corning Inc.	40,873,000	839,531	.47
Texas Instruments Inc.	33,426,800	819,291	.46
Other securities		10,508,120	5.86
		39,075,693	21.82

Energy - 13.92%
Schlumberger Ltd.	44,139,440	4,158,818	2.32
Suncor Energy Inc. (3)	51,404,720	2,941,559	1.64
Baker Hughes Inc. (3)	17,707,200	1,416,753	.79
Transocean Inc. (1)	10,568,031	1,344,254	.75
Devon Energy Corp.	12,704,600	1,296,504	.72
EOG Resources, Inc.	10,990,122	1,147,588	.64
Smith International, Inc. (3)	12,937,098	901,716	.51
Occidental Petroleum Corp.	11,330,000	899,149	.50
BG Group PLC (2)	40,291,737	893,497	.50
Canadian Natural Resources, Ltd.	10,040,000	856,495	.48
Other securities		9,078,653	5.07
		24,934,986	13.92

Consumer discretionary - 10.01%
Lowe's Companies, Inc. (3)	95,114,400	2,343,619	1.31
Target Corp. (3)	40,346,502	2,139,172	1.20
Time Warner Inc.	89,794,000	1,469,928	.82
McDonald's Corp.	16,088,000	998,260	.56
Carnival Corp., units	25,749,180	954,265	.53
Best Buy Co., Inc. (3)	21,163,400	947,485	.53
Johnson Controls, Inc.	26,746,400	826,999	.46
News Corp., Class A	57,134,800	809,029	.45
Other securities		7,439,233	4.15
		17,927,990	10.01

Health care - 9.82%
Roche Holding AG (2)	13,330,000	2,246,352	1.25
Medtronic, Inc.	38,569,000	2,105,867	1.18
Gilead Sciences, Inc. (1)	20,920,000	1,102,066	.62
Genentech, Inc. (1)	10,250,000	1,012,187	.56
Eli Lilly and Co.	21,220,000	989,913	.55
Stryker Corp.	13,274,400	891,907	.50
Other securities		9,241,442	5.16
		17,589,734	9.82

Industrials - 7.68%
General Electric Co.	65,080,000	1,828,748	1.02
United Parcel Service, Inc., Class B	18,883,500	1,210,810	.68
Caterpillar Inc.	16,166,000	1,143,421	.64
General Dynamics Corp.	11,641,400	1,074,501	.60
Boeing Co.	12,400,000	812,944	.45
Other securities		7,686,648	4.29
		13,757,072	7.68

Materials - 6.35%
Syngenta AG (2) (3)	5,200,000	1,395,376	.78
Freeport-McMoRan Copper & Gold Inc.	14,638,500	1,307,511	.73
Potash Corp. of Saskatchewan Inc.	6,006,500	1,042,728	.58
Barrick Gold Corp.	30,000,000	1,041,900	.58
USX Corp. (3)	7,656,935	1,018,908	.57
Other securities		5,568,587	3.11
		11,375,010	6.35

Financials - 5.62%
Citigroup Inc.	80,187,000	1,522,751	.85
Berkshire Hathaway Inc., Class A (1)	12,150	1,416,690	.79
American International Group, Inc.	44,178,896	949,404	.53
Fannie Mae	15,944,400	109,060	.06
Freddie Mac	9,500,000	42,845	.02
Other securities		6,032,586	3.37
		10,073,336	5.62

Consumer staples - 3.93%
PepsiCo, Inc.	20,650,000	1,414,112	.79
Coca-Cola Co.	19,705,000	1,026,039	.57
Other securities		4,602,009	2.57
		7,042,160	3.93

Telecommunication services - 1.12%
Sprint Nextel Corp., Series 1	129,510,350	1,129,330	.63
Other securities		877,781	.49
		2,007,111	1.12

Utilities - 0.78%
Other securities		1,402,329	.78


Miscellaneous - 4.81%
Other common stocks in initial period of acquisition		8,616,222	4.81


Total common stocks (cost: $130,623,279,000)		153,801,643	85.86





Preferred stocks - 0.00%

Other - 0.00%
Other securities		583	.00


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





Warrants - 0.00%

Other - 0.00%
Other securities		484	.00


Total warrants (cost: $10,949,000)		484	.00





Convertible securities - 0.44%

Financials - 0.41%
Citigroup Inc., Series D, 7.00% noncumulative convertible preferred (4)	3,750,000	167,816
Citigroup Inc., Series J, 7.00% noncumulative convertible preferred depositary shares (4)	5,140,000	230,020	.22
Other securities		339,278	.19
		737,114	.41

Miscellaneous - 0.03%
Other convertible securities in initial period of acquisition		45,700	.03


Total convertible securities (cost: $848,800,000)		782,814	.44





Bonds & notes - 0.04%


Other - 0.04%
Other securities		75,146	.04


Total bonds & notes (cost: $199,900,000)		75,146	.04





Short-term securities - 13.76%	Principal amount (000)


U.S. Treasury Bills 1.18%-1.95% due 9/4/2008-2/26/2009	$ 9,207,800	9,167,725	5.12
Freddie Mac 1.85%-2.50% due 9/2/2008-1/9/2009	3,029,770	3,020,292	1.69
Fannie Mae 1.72%-2.45% due 9/3-12/5/2008	2,718,763	2,711,754	1.51
Federal Home Loan Bank 1.72%-2.51% due 9/3-12/29/2008	2,303,300	2,297,308	1.28
General Electric Capital Corp. 2.47%-2.52% due 10/7-10/17/2008	275,000	274,204
General Electric Capital Services, Inc. 2.42%-2.53% due 9/16-10/3/2008	161,600	161,315	.24
Ciesco LLC 2.62%-2.70% due 10/21/2008 (5)	100,000	99,601
CAFCO, LLC 2.70% due 10/15/2008 (5)	40,200	40,051	.08
Medtronic Inc. 2.05%-2.07% due 9/16-10/22/2008 (5)	96,900	96,769	.05
Other securities		6,771,668	3.79


Total short-term securities (cost: $24,639,454,000)		24,640,687	13.76


Total investment securities (cost: $156,343,382,000)		179,301,357	100.10
Other assets less liabilities		(182,219)	(.10)

Net assets		$179,119,138	100.00%

	Beginning shares or principal amount		Additions		Reductions		Ending shares or principal amount		Dividend or interest income (000)		Value of affiliates at 8/31/08 (000)
Suncor Energy Inc.		18,424,414		32,980,306		-		51,404,720	$	5,385	$	2,941,559
Lowe's Companies, Inc.		96,114,400		-		1,000,000		95,114,400		31,072		2,343,619
Lowe's Companies, Inc., short-term securities	$	20,000,000	$	22,600,000	$	42,600,000		-		109		-
Target Corp.		45,484,502		2,412,000		7,550,000		40,346,502		24,754		2,139,172
Yahoo! Inc. (1)		64,738,000		28,956,100		17,000,000		76,694,100		-		1,486,332
Baker Hughes Inc.		17,606,800		2,961,300		2,860,900		17,707,200		10,249		1,416,753
Syngenta AG (2)		5,200,000		-		-		5,200,000		20,471		1,395,376
USX Corp.		7,230,709		3,076,935		2,650,709		7,656,935		6,779		1,018,908
Best Buy Co., Inc.		22,663,400		-		1,500,000		21,163,400		11,525		947,485
Smith International, Inc.		9,873,000		4,914,098		1,850,000		12,937,098		4,475		901,716
CONSOL Energy Inc. (4)		7,400,000		-		-		7,400,000		2,960		501,054
CONSOL Energy Inc.		3,456,400		-		-		3,456,400		1,383		234,033
Linear Technology Corp.		19,850,000		-		-		19,850,000		16,079		647,904
Intuit Inc. (1)		16,825,000		-		-		16,825,000		-		505,928
KLA-Tencor Corp.		12,940,000		-		-		12,940,000		7,764		479,556
Qwest Communications International Inc.		114,418,000		7,000,000		-		121,418,000		14,570		458,960
Xilinx, Inc.		22,700,000		3,500,000		8,800,000		17,400,000		8,557		452,052
Liberty Media Corp., Liberty Interactive, Series A (1)		23,792,500		15,421,100		8,846,100		30,367,500		-		412,694
Garmin Ltd. (1)		4,740,000		6,170,000		100,000		10,810,000		-		375,756
Sovereign Bancorp, Inc. (1)		-		36,725,000		-		36,725,000		-		354,763
Maxim Integrated Products, Inc.		15,140,000		1,885,000		-		17,025,000		12,982		349,864
International Game Technology		16,800,000		2,000,000		3,593,000		15,207,000		8,726		325,886
Mirant Corp. (1) (6)		2,250,000		7,500,000		-		9,750,000		-		288,405
Kerry Group PLC, Class A (2)		8,965,824		-		-		8,965,824		2,739		243,276
Trimble Navigation Ltd. (1)		-		6,047,200		-		6,047,200		-		204,698
CarMax, Inc. (1)		12,600,000		3,086,717		4,400,000		11,286,717		-		167,043
Harman International Industries, Inc.		1,481,900		2,597,000		-		4,078,900		204		138,805
Advanced Micro Devices, Inc.(1) (7)		32,240,000		-		28,440,000		3,800,000		-		-
Altera Corp.(7)		23,950,000		-		23,950,000		-		1,446		-
Analog Devices, Inc. (7)		18,146,666		-		13,146,666		5,000,000		5,987		-
Archer Daniels Midland Co. (7)		13,000,000		23,872,167		14,682,816		22,189,351		14,655		-
BJ Services Co. (7)		17,475,000		545,200		18,020,200		-		2,895		-
Bunge Ltd. (7)		7,250,000		1,734,700		5,984,700		3,000,000		3,222		-
Carnival Corp., units (7)		31,600,000		-		5,850,820		25,749,180		42,589		-
EOG Resources, Inc. (7)		15,885,000		49,900		4,944,778		10,990,122		6,134		-
Fannie Mae (7)		50,524,700		7,409,170		41,989,470		15,944,400		64,220		-
Fannie Mae, short-term securities (7)	$	709,727,000	$	7,714,136,000	$	5,705,100,000	$	2,718,763,000		78,043		-
Kohl's Corp. (1) (7)		12,900,000		5,050,000		4,428,000		13,522,000		-		-
Newfield Exploration Co. (1) (7)		8,264,800		-		4,674,800		3,590,000		-		-
Patriot Coal Corp. (1) (7)		-		3,316,000		-		3,316,000		-		-
Robert Half International Inc. (7)		8,310,000		-		6,700,000		1,610,000		2,099		-
Sealed Air Corp. (7)		9,271,200		83,100		5,854,300		3,500,000		2,748		-
Southwest Airlines Co. (7)		43,578,877		-		12,189,877		31,389,000		620		-
Sprint Capital Corp. 6.90% 2019 (7)		-	$	31,100,000	$	31,100,000		-		759		-
Sprint Capital Corp. 8.75% 2032 (7)		-	$	72,146,000	$	72,146,000		-		2,095		-
Sprint Nextel Corp. 6.00% 2016 (7)		-	$	14,915,000	$	14,915,000		-		288		-
Sprint Nextel Corp., Series 1 (7)		130,289,950		49,712,500		50,492,100		129,510,350		7,263		-
Williams-Sonoma, Inc. (7)		4,605,000		1,315,000		5,920,000		-		2,428		-
									$	428,274	$	20,731,597

		Value
Common stocks — 85.86%	Shares	(000)

INFORMATION TECHNOLOGY — 21.82%
Oracle Corp.1	196,978,700	$4,319,743
Google Inc., Class A1	9,159,700	4,243,597
Cisco Systems, Inc.1	163,630,000	3,935,301
Microsoft Corp.	125,160,000	3,415,616
Apple Inc.1	13,625,000	2,309,846
Nokia Corp.2	45,628,000	1,147,164
Nokia Corp. (ADR)	40,197,174	1,011,763
Yahoo! Inc.1,3	76,694,100	1,486,332
EMC Corp.1	79,315,200	1,211,936
International Business Machines Corp.	8,950,000	1,089,483
Applied Materials, Inc.	53,080,000	951,194
SAP AG2	16,287,500	911,541
Intel Corp.	38,270,000	875,235
Corning Inc.	40,873,000	839,531
Texas Instruments Inc.	33,426,800	819,291
Linear Technology Corp.3	19,850,000	647,904
Symantec Corp.1	25,800,000	575,598
Taiwan Semiconductor Manufacturing Co. Ltd.2	216,190,257	399,968
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)	12,833,514	124,613
Paychex, Inc.	14,991,700	510,917
Intuit Inc.1,3	16,825,000	505,928
KLA-Tencor Corp.3	12,940,000	479,556
Xilinx, Inc.3	17,400,000	452,052
Samsung Electronics Co., Ltd.2	915,557	429,954
Automatic Data Processing, Inc.	9,560,000	424,273
MEMC Electronic Materials, Inc.1	8,092,502	397,261
Autodesk, Inc.1	10,950,000	389,053
Juniper Networks, Inc.1	15,000,000	385,500
Dell Inc.1	16,850,000	366,150
Accenture Ltd, Class A	8,525,000	352,594
Maxim Integrated Products, Inc.3	17,025,000	349,864
HTC Corp.2	18,046,600	334,893
Flextronics International Ltd.1	35,205,464	314,033
Kyocera Corp.2	3,500,000	293,343
ASML Holding NV (New York registered)	9,555,555	225,989
ASML Holding NV2	2,440,000	57,483
Agilent Technologies, Inc.1	6,749,400	234,609
Tyco Electronics Ltd.	6,363,000	209,406
Trimble Navigation Ltd.1,3	6,047,200	204,698
Microchip Technology Inc.	6,005,000	192,220
Visa Inc., Class A	2,100,000	159,390
QUALCOMM Inc.	3,000,000	157,950
Canon, Inc.2	3,404,700	152,523
Analog Devices, Inc.	5,000,000	139,800
Fiserv, Inc.1	2,250,000	116,685
Lam Research Corp.1	3,000,000	110,280
Nortel Networks Corp.1	18,248,700	110,040
Jabil Circuit, Inc.	6,300,000	106,218
Hirose Electric Co., Ltd.2	1,040,000	101,291
Hon Hai Precision Industry Co., Ltd.2	16,800,000	84,403
Comverse Technology, Inc.1	6,000,000	82,860
Rohm Co., Ltd.2	1,082,000	62,098
Quanta Computer Inc.2	36,000,256	54,001
Motorola, Inc.	5,725,000	53,930
Affiliated Computer Services, Inc., Class A1	1,004,162	53,462
Micron Technology, Inc.1	8,600,000	36,464
Western Union Co.	890,000	24,582
Advanced Micro Devices, Inc.1	3,800,000	23,902
Sun Microsystems, Inc.1	1,331,675	11,985
Teradyne, Inc.1	900,000	8,397
ProAct Holdings, LLC1,2,4	6,500,000	—
		39,075,693

ENERGY — 13.92%
Schlumberger Ltd.	44,139,440	4,158,818
Suncor Energy Inc.3	51,404,720	2,941,559
Baker Hughes Inc.3	17,707,200	1,416,753
Transocean Inc.1	10,568,031	1,344,254
Devon Energy Corp.	12,704,600	1,296,504
EOG Resources, Inc.	10,990,122	1,147,588
Smith International, Inc.3	12,937,098	901,716
Occidental Petroleum Corp.	11,330,000	899,149
BG Group PLC2	40,291,737	893,497
Canadian Natural Resources, Ltd.	10,040,000	856,495
CONSOL Energy Inc.3,4	7,400,000	501,054
CONSOL Energy Inc.3	3,456,400	234,033
Petróleo Brasileiro SA – Petrobras, ordinary nominative (ADR)	13,456,400	709,690
Petro-Canada	14,427,900	637,543
Chesapeake Energy Corp.	13,000,000	629,200
Halliburton Co.	13,757,400	604,500
OAO LUKOIL (ADR)2	7,237,000	535,781
Noble Energy, Inc.	6,859,000	491,996
Diamond Offshore Drilling, Inc.	4,300,000	472,613
OAO Gazprom (ADR)2	10,362,800	402,929
ConocoPhillips	4,382,100	361,567
Tenaris SA (ADR)	6,270,000	342,906
Nexen Inc.	10,069,766	315,409
Imperial Oil Ltd.	5,522,754	283,857
Arch Coal, Inc.	4,800,000	260,352
Pioneer Natural Resources Co.	3,805,000	240,362
Cameco Corp.	7,616,800	228,970
Apache Corp.	1,860,000	212,747
Chevron Corp.	2,450,000	211,484
StatoilHydro ASA (ADR)	6,758,785	207,022
Patriot Coal Corp.1	3,316,000	198,827
Murphy Oil Corp.	2,318,000	182,033
Peabody Energy Corp.	2,830,000	178,148
Newfield Exploration Co.1	3,590,000	162,340
Exxon Mobil Corp.	1,900,000	152,019
Saipem SpA, Class S2	3,200,000	126,916
Hess Corp.	1,080,000	113,087
Rowan Companies, Inc.	2,200,000	81,268
		24,934,986

CONSUMER DISCRETIONARY — 10.01%
Lowe’s Companies, Inc.3	95,114,400	2,343,619
Target Corp.3	40,346,502	2,139,172
Time Warner Inc.	89,794,000	1,469,928
McDonald’s Corp.	16,088,000	998,260
Carnival Corp., units	25,749,180	954,265
Best Buy Co., Inc.3	21,163,400	947,485
Johnson Controls, Inc.	26,746,400	826,999
News Corp., Class A	57,134,800	809,029
Kohl’s Corp.1	13,522,000	664,877
Las Vegas Sands Corp.1	13,735,821	651,215
Comcast Corp., Class A	22,725,000	481,315
Comcast Corp., Class A, special nonvoting stock	6,000,000	126,840
Time Warner Cable Inc., Class A1	22,175,000	593,181
MGM Mirage, Inc.1	12,483,788	439,304
YUM! Brands, Inc.	11,806,000	421,238
Liberty Media Corp., Liberty Interactive, Series A1,3	30,367,500	412,694
Garmin Ltd.1,3	10,810,000	375,756
International Game Technology3	15,207,000	325,886
NIKE, Inc., Class B	4,700,000	284,867
Limited Brands, Inc.	13,050,000	271,440
Shaw Communications Inc., Class B, nonvoting	12,000,000	258,240
Nikon Corp.2	6,856,000	222,988
Starbucks Corp.1	14,000,000	217,840
Li & Fung Ltd.2	65,492,000	200,453
Fortune Brands Inc.	3,000,000	176,460
CarMax, Inc.1,3	11,286,717	167,043
Magna International Inc., Class A	2,598,100	148,793
Harman International Industries, Inc.3	4,078,900	138,805
Toyota Motor Corp.2	2,730,000	122,510
PETsMART, Inc.	4,500,000	121,365
TJX Companies, Inc.	3,000,000	108,720
Harley-Davidson, Inc.	2,109,500	83,916
Royal Caribbean Cruises Ltd.	2,846,900	77,379
Gentex Corp.	4,600,000	73,278
DreamWorks Animation SKG, Inc., Class A1	2,000,000	63,760
Ross Stores, Inc.	1,567,000	63,009
Brinker International, Inc.	3,000,000	56,760
SEGA SAMMY HOLDINGS INC.2	4,700,000	44,694
D.R. Horton, Inc.	3,580,000	44,607
		17,927,990

HEALTH CARE — 9.82%
Roche Holding AG2	13,330,000	2,246,352
Medtronic, Inc.	38,569,000	2,105,867
Gilead Sciences, Inc.1	20,920,000	1,102,066
Genentech, Inc.1	10,250,000	1,012,187
Eli Lilly and Co.	21,220,000	989,913
Stryker Corp.	13,274,400	891,907
Celgene Corp.1	10,800,000	748,440
Merck & Co., Inc.	18,038,608	643,437
Amgen Inc.1	10,000,400	628,525
Aetna Inc.	13,760,000	593,606
Teva Pharmaceutical Industries Ltd. (ADR)	11,730,107	555,303
Boston Scientific Corp.1	42,800,000	537,568
Cardinal Health, Inc.	9,375,000	515,437
Intuitive Surgical, Inc.1	1,500,000	442,905
Abbott Laboratories	7,250,000	416,368
Schering-Plough Corp.	20,987,500	407,158
C. R. Bard, Inc.	4,249,500	397,116
Novo Nordisk A/S, Class B2	6,527,400	362,855
McKesson Corp.	6,200,000	358,236
Hospira, Inc.1	7,750,000	312,790
UnitedHealth Group Inc.	9,200,000	280,140
St. Jude Medical, Inc.1	5,100,000	233,733
AstraZeneca PLC (Sweden)2	4,778,000	232,344
Johnson & Johnson	3,050,000	214,812
Biogen Idec Inc.1	4,000,000	203,720
Allergan, Inc.	3,380,000	188,841
Wyeth	3,000,000	129,840
CIGNA Corp.	3,000,000	125,640
Endo Pharmaceuticals Holdings Inc.1	5,300,000	120,416
Cephalon, Inc.1	1,400,000	107,268
Pharmaceutical Product Development, Inc.	2,480,000	101,184
Charles River Laboratories International, Inc.1	1,500,000	98,415
Covance Inc.1	1,000,000	94,340
Covidien Ltd.	1,565,475	84,645
APP Pharmaceuticals, Inc.1	1,850,804	43,809
Zimmer Holdings, Inc.1	337,387	24,423
Forest Laboratories, Inc.1	587,500	20,968
Affymetrix, Inc.1	2,000,000	17,160
		17,589,734

INDUSTRIALS — 7.68%
General Electric Co.	65,080,000	1,828,748
United Parcel Service, Inc., Class B	18,883,500	1,210,810
Caterpillar Inc.	16,166,000	1,143,421
General Dynamics Corp.	11,641,400	1,074,501
Boeing Co.	12,400,000	812,944
FedEx Corp.	9,730,000	805,839
Burlington Northern Santa Fe Corp.	6,829,600	733,499
Lockheed Martin Corp.	5,130,000	597,337
Precision Castparts Corp.	5,307,000	548,001
Union Pacific Corp.	6,461,500	542,120
Southwest Airlines Co.	31,389,000	478,055
Norfolk Southern Corp.	5,600,315	411,791
Deutsche Post AG2	15,460,000	361,419
United Technologies Corp.	5,090,000	333,853
Fluor Corp.	4,000,000	320,520
Iron Mountain Inc.1	10,040,000	290,256
Raytheon Co.	4,700,000	281,953
Tyco International Ltd.	6,363,000	272,845
Mitsubishi Heavy Industries, Ltd.2	55,491,400	265,283
Northrop Grumman Corp.	3,182,000	219,081
Joy Global Inc.	3,000,000	213,120
Mitsubishi Corp.2	7,400,000	205,165
Allied Waste Industries, Inc.1	15,000,000	201,600
Roper Industries, Inc.	3,000,000	177,240
KBR, Inc.	6,575,289	161,423
Avery Dennison Corp.	1,598,000	77,088
Bombardier Inc., Class B	9,133,250	70,917
Continental Airlines, Inc., Class B1	3,400,000	55,250
Robert Half International Inc.	1,610,000	41,216
Monster Worldwide, Inc.1	1,114,500	21,777
		13,757,072

MATERIALS — 6.35%
Syngenta AG2,3	5,200,000	1,395,376
Freeport-McMoRan Copper & Gold Inc.	14,638,500	1,307,511
Potash Corp. of Saskatchewan Inc.	6,006,500	1,042,728
Barrick Gold Corp.	30,000,000	1,041,900
USX Corp.3	7,656,935	1,018,908
Newmont Mining Corp.	16,898,000	762,100
Monsanto Co.	6,389,182	729,964
BHP Billiton PLC2	17,686,093	553,300
BHP Billiton PLC (ADR)	1,460,608	91,317
Rio Tinto PLC2	6,172,960	586,808
Teck Cominco Ltd., Class B	9,950,000	415,418
CRH PLC2	15,502,995	406,485
BHP Billiton Ltd.2	10,215,000	359,414
ArcelorMittal2	3,595,085	282,733
ArcelorMittal, Class A, New York registered shares	650,000	51,103
Sigma-Aldrich Corp.	5,455,000	309,626
POSCO2	530,000	227,701
Israel Chemicals Ltd.2	12,700,000	210,727
Vulcan Materials Co.	2,750,000	205,810
Mosaic Co.	956,100	102,054
Sealed Air Corp.	3,500,000	84,805
Norsk Hydro ASA (ADR)2	7,839,000	83,522
Newcrest Mining Ltd.2	3,463,926	81,781
Kuraray Co., Ltd.2	2,290,000	23,919
		11,375,010

FINANCIALS — 5.62%
Citigroup Inc.	80,187,000	1,522,751
Berkshire Hathaway Inc., Class A1	12,150	1,416,690
American International Group, Inc.	44,178,896	949,404
Wachovia Corp.	42,500,000	675,325
Banco Bradesco SA, preferred nominative (ADR)	34,944,900	643,336
PNC Financial Services Group, Inc.	8,479,000	610,064
Bank of New York Mellon Corp.	11,306,400	391,315
Sovereign Bancorp, Inc.1,3	36,725,000	354,763
Marsh & McLennan Companies, Inc.	10,500,000	335,265
State Street Corp.	4,334,735	293,332
JPMorgan Chase & Co.	7,285,000	280,400
Wells Fargo & Co.	8,832,800	267,369
T. Rowe Price Group, Inc.	4,000,000	237,440
Mitsubishi Estate Co., Ltd.2	9,700,000	215,309
AFLAC Inc.	3,545,000	201,001
National City Corp.	26,168,700	131,890
National City Corp.4	8,285,000	41,756
Banco Santander, SA2	9,140,000	155,357
XL Capital Ltd., Class A	7,523,000	151,212
AMP Ltd.2	21,000,000	124,154
Banco Bilbao Vizcaya Argentaria, SA2	7,000,000	118,157
Marshall & Ilsley Corp.	7,399,998	113,960
Fannie Mae	15,944,400	109,060
Capital One Financial Corp.	2,200,000	97,108
Washington Mutual, Inc.2,4	22,857,142	78,686
Washington Mutual, Inc.4	1,714,286	6,943
BOC Hong Kong (Holdings) Ltd.2	37,386,000	83,363
American Express Co.	2,000,000	79,360
AXIS Capital Holdings Ltd.	2,000,000	66,860
Zions Bancorporation	2,145,000	57,572
Protective Life Corp.	1,500,000	54,435
Freddie Mac	9,500,000	42,845
SLM Corp.1	2,406,000	39,723
Popular, Inc.	4,000,000	32,600
Willis Group Holdings Ltd.	900,000	30,978
Umpqua Holdings Corp.	2,175,000	30,363
HDFC Bank Ltd.2	633,200	18,220
Discover Financial Services	910,000	14,970
		10,073,336

CONSUMER STAPLES — 3.93%
PepsiCo, Inc.	20,650,000	1,414,112
Coca-Cola Co.	19,705,000	1,026,039
Avon Products, Inc.	18,575,000	795,567
Walgreen Co.	17,311,100	630,643
Archer Daniels Midland Co.	22,189,351	564,941
Groupe Danone SA2	6,335,000	440,598
Altria Group, Inc.	19,336,700	406,651
Wm. Wrigley Jr. Co.	3,762,500	299,043
Bunge Ltd.	3,000,000	268,080
Kerry Group PLC, Class A2,3	8,965,824	243,276
Wal-Mart Stores, Inc.	3,025,000	178,687
SYSCO Corp.	4,404,100	140,183
Constellation Brands, Inc., Class A1	6,200,000	130,882
L’Oréal SA2	1,300,000	129,081
Shoppers Drug Mart Corp.	2,035,000	106,107
Diageo PLC2	5,500,000	101,693
General Mills, Inc.	1,235,000	81,732
Whole Foods Market, Inc.	3,449,600	63,162
C&C Group PLC2	6,000,000	21,683
		7,042,160

TELECOMMUNICATION SERVICES — 1.12%
Sprint Nextel Corp., Series 1	129,510,350	1,129,330
Qwest Communications International Inc.3	121,418,000	458,960
Rogers Communications Inc., Class B, nonvoting	3,000,000	108,650
Rogers Communications Inc., Class A	418,500	16,661
KDDI Corp.2	19,346	112,718
Verizon Communications Inc.	2,584,350	90,762
Telephone and Data Systems, Inc., Special Common Shares	2,303,100	86,021
Embarq Corp.	85,000	4,009
Broadview Networks Holdings, Inc., Class A1,2,4	31,812	—
		2,007,111
UTILITIES — 0.78%
NRG Energy, Inc.1	8,000,000	301,120
Reliant Energy, Inc.1	17,302,000	294,653
Mirant Corp.1,3	9,750,000	288,405
Questar Corp.	4,950,000	256,856
Veolia Environnement2	2,650,000	142,572
Dynegy Inc., Class A1	19,920,000	118,723
		1,402,329

MISCELLANEOUS — 4.81%
Other common stocks in initial period of acquisition		8,616,222


Total common stocks (cost: $130,623,279,000)		153,801,643




Preferred stocks — 0.00%

TELECOMMUNICATION SERVICES — 0.00%
Broadview Networks Holdings, Inc., Series B1,2,4	1,272	583


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




Warrants — 0.00%

FINANCIALS — 0.00%
Washington Mutual, Inc., warrants, expire 20131,2,4	2,857,142	484


Total warrants (cost: $10,949,000)		484





Convertible securities — 0.44%

FINANCIALS — 0.41%
Citigroup Inc., Series D, 7.00% noncumulative convertible preferred2,4	3,750,000	167,816
Citigroup Inc., Series J, 7.00% noncumulative convertible preferred depositary shares2,4	5,140,000	230,020
National City Corp., Series G, 0% noncumulative convertible preferred2,4	3,543	339,278
		737,114

MISCELLANEOUS — 0.03%
Other convertible securities in initial period of acquisition		45,700


Total convertible securities (cost: $848,800,000)		782,814


	Principal amount	Value
Bonds & notes — 0.04%	(000)	(000)

CONSUMER DISCRETIONARY — 0.04%
Harrah’s Operating Co., Inc. 10.75% 20165	$ 75,000	$ 50,812
Delphi Automotive Systems Corp. 6.50% 20096	20,000	2,700
Delphi Corp. 6.50% 20136	53,500	6,955
Delphi Automotive Systems Corp. 6.55% 20066	58,190	7,565
Delphi Automotive Systems Corp. 7.125% 20296	22,000	2,860
		70,892

TELECOMMUNICATION SERVICES — 0.00%
Level 3 Financing, Inc. 12.25% 2013	4,150	4,254


Total bonds & notes (cost: $199,900,000)		75,146




Short-term securities — 13.76%

U.S. Treasury Bills 1.18%–1.95% due 9/4/2008–2/26/2009	9,207,800	9,167,725
Freddie Mac due 1.85%–2.50% 9/2/2008–1/9/2009	3,029,770	3,020,292
Fannie Mae 1.72%–2.45% due 9/3–12/5/2008	2,718,763	2,711,754
Federal Home Loan Bank 1.72%–2.51% due 9/3–12/29/2008	2,303,300	2,297,308
Coca-Cola Co. 2.02%–2.37% due 9/10–11/6/20085	544,700	543,021
Procter & Gamble International Funding S.C.A 2.08%–2.27% due 9/22–11/10/20085	446,750	445,682
Procter & Gamble 2.10% due 10/7/20085	79,500	79,282
General Electric Capital Corp. 2.47%–2.52% due 10/7–10/17/2008	275,000	274,204
General Electric Capital Services, Inc. 2.42%–2.53% due 9/16–10/3/2008	161,600	161,315
AT&T Inc. 2.14%–2.28% due 9/10–11/14/20085	432,605	431,050
Hewlett-Packard Co. 2.14%–2.20% due 9/23–10/17/20085	413,700	412,834
International Bank for Reconstruction and Development 1.89%–1.92% due 9/12–10/10/2008	393,900	393,246
Federal Farm Credit Banks 2.04%–2.50% due 9/2/2008–2/13/2009	386,000	384,150
Pfizer Inc. 2.17%–2.27% due 9/19–10/22/20085	369,100	368,186
Wells Fargo & Co. 2.21%–2.41% due 9/5–10/3/2008	346,300	345,758
Bank of America Corp. 2.50%–2.70% due 9/9–12/2/2008	306,300	305,175
United Parcel Service Inc. 2.01%–2.18% due 9/2–11/14/20085	290,000	289,505
Johnson & Johnson 2.00%–2.09% due 10/6–11/12/20085	277,700	276,645
JPMorgan Chase & Co. 2.50%–2.64% due 9/2–10/21/2008	257,300	256,630
IBM Corp. 2.14%–2.25% due 9/9–9/15/20085	149,300	149,188
IBM Capital Inc. 2.15%–2.25% due 9/10–9/18/20085	100,000	99,895
Merck & Co. Inc. 2.08%–2.20% due 9/8–10/16/2008	245,000	244,429
Variable Funding Capital Corp. 2.45%–2.75% due 9/5–9/16/20085	200,000	199,852
Wal-Mart Stores Inc. 2.05%–2.13% due 9/30–12/16/20085	200,000	199,062
Private Export Funding Corp. 2.05%–2.29% due 9/16–10/23/20085	177,000	176,622
Union Bank of California, N.A. 2.44%–2.60% due 9/8–9/9/2008	160,000	159,998
Honeywell International Inc. 2.08%–2.20% due 9/16–10/17/20085	147,700	147,457
Ciesco LLC 2.62%–2.70% due 10/21/20085	100,000	99,601
CAFCO, LLC 2.70% due 10/15/20085	40,200	40,051
Caterpillar Financial Services Corp. 2.03%–2.10% due 9/3–10/27/2008	100,000	99,832
Medtronic Inc. 2.05%–2.07% due 9/16–10/22/20085	96,900	96,769
Walt Disney Co. 2.00%–2.13% due 9/4–10/10/2008	92,800	92,599
Illinois Tool Works Inc. 2.06%–2.12% due 10/1–10/10/2008	88,900	88,709
NetJets Inc. 2.06%–2.10% due 9/16–10/17/20085	88,500	88,373
Eaton Corp. 2.31%–2.33% due 9/19–10/6/20085	77,526	77,379
3M Co. 2.02% due 9/5/2008	65,000	64,982
John Deere Capital Corp. 2.12%–2.14% due 9/19–10/7/20085	53,000	52,884
HSBC Finance Corp. 2.52% due 9/5/2008	50,000	49,981


	Principal amount	Value
Short-term securities	(000)	(000)

Paccar Financial Corp. 2.15% due 11/13/2008	$50,000	$ 49,712
American Express Credit Corp. 2.42%–2.60% due 9/26–10/14/2008	40,000	39,907
Kimberly-Clark Worldwide Inc. 2.22% due 9/3/20085	32,400	32,393
Harvard University 2.08%–2.15% due 9/29–10/7/2008	29,500	29,429
Abbott Laboratories 2.01% due 9/4–9/8/20085	25,000	24,990
Genentech, Inc. 2.07% due 9/11/20085	22,800	22,786
Yale University 2.36% due 9/5/2008	20,000	19,993
Brown-Forman Corp. 2.30% due 11/3/20085	15,746	15,668
Chevron Funding Corp. 2.12% due 9/19/2008	14,400	14,384

Total short-term securities (cost: $24,639,454,000)		24,640,687


Total investment securities (cost: $156,343,382,000)		179,301,357
Other assets less liabilities		(182,219)

Net assets		$179,119,138

	Acquisition date	Cost (000)		Value (000)		Percent of net assets

CONSOL Energy Inc.	10/2/2003	$	67,784	$	501,054		.28	%
Citigroup Inc., Series J, 7.00% noncumulative convertible preferred depositary shares	1/15/2008		257,000		230,020		.13
Citigroup Inc., Series D, 7.00% noncumulative convertible preferred	1/15/2008		187,500		167,816		.09


Other restricted securities			631,887		467,730		.26

Total restricted securities		$	1,144,171	$	1,366,620		.76	%

Financial statements

Statement of assets and liabilities
at August 31, 2008		(dollars in thousands)

Assets:
Investment securities at value:
Unaffiliated issuers (cost: $139,180,183)		$158,569,760
Affiliated issuers (cost: $17,163,199)		20,731,597	$179,301,357
Cash denominated in currencies other than U.S. dollars
(cost: $599)			599
Cash			870
Receivables for:
Sales of investments		65,753
Sales of fund's shares		340,060
Dividends and interest		199,891	605,704
			179,908,530
Liabilities:
Payables for:
Purchases of investments		377,045
Repurchases of fund's shares		239,490
Investment advisory services		36,544
Services provided by affiliates		132,251
Directors' deferred compensation		2,890
Other		1,172	789,392
Net assets at August 31, 2008			$179,119,138

Net assets consist of:
Capital paid in on shares of capital stock			$155,665,366
Undistributed net investment income			726,171
Distributions in excess of net realized gain			(228,599)
Net unrealized appreciation			22,956,200
Net assets at August 31, 2008			$179,119,138

	(dollars and shares in thousands, except per-share amounts)
Total authorized capital stock - 7,500,000 shares, $.001 par value (5,895,969 total shares outstanding)
	Net assets	Shares outstanding	Net asset value per share*
Class A	$81,528,653	2,663,546	$30.61
Class B	6,366,792	216,264	29.44
Class C	10,209,368	348,457	29.30
Class F-1	25,528,029	839,378	30.41
Class F-2	113,569	3,710	30.61
Class 529-A	2,858,871	93,835	30.47
Class 529-B	514,544	17,409	29.56
Class 529-C	881,050	29,818	29.55
Class 529-E	147,496	4,882	30.21
Class 529-F-1	85,183	2,797	30.46
Class R-1	503,215	16,972	29.65
Class R-2	2,707,704	90,969	29.77
Class R-3	13,098,274	435,022	30.11
Class R-4	17,214,642	566,574	30.38
Class R-5	17,361,748	566,336	30.66
* Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Classes A and 529-A, for which the maximum offering prices per share were $32.48 and $32.33, respectively.


See Notes to Financial Statements

Statement of operations
for the year ended August 31, 2008		(dollars in thousands)

Investment income:
Income:
Dividends (net of non-U.S.
taxes of $74,126; also includes
$346,980 from affiliates)		$2,440,962
Interest (
including
$81,294 from affiliates)		756,513	$3,197,475

Fees and expenses*:
Investment advisory services		499,739
Distribution services		623,438
Transfer agent services		111,229
Administrative services		127,002
Reports to shareholders		4,965
Registration statement and prospectus		4,312
Postage, stationery and supplies		12,880
Directors' compensation		276
Auditing and legal		295
Custodian		6,626
State and local taxes		1
Other		213
Total fees and expenses before waiver		1,390,976
Less investment advisory services waiver		49,974
Total fees and expenses after waiver			1,341,002
Net investment income			1,856,473

Net realized gain and unrealized
depreciation on investments
and currency:
Net realized gain (loss) on:
Investments (including $2,550,073 net loss from affiliates)		2,546,196
Currency transactions		(14,239)	2,531,957
Net unrealized depreciation on:
Investments		(20,697,680)
Currency translations		(1,838)	(20,699,518)
Net realized gain and
unrealized depreciation
on investments and currency			(18,167,561)
Net decrease in net assets resulting
from operations			$ (16,311,088)

* 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,
		2008	2007
Operations:
Net investment income		$1,856,473	$1,409,549
Net realized gain on investments and
currency transactions		2,531,957	10,238,287
Net unrealized (depreciation) appreciation
on investments and currency translations		(20,699,518)	13,658,822
Net (decrease) increase in net assets
resulting from operations		(16,311,088)	25,306,658

Dividends and distributions paid to
shareholders
Dividends from net investment income		(1,750,441)	(1,161,226)

Distributions from net realized gain
on investments		(11,006,097)	(5,227,303)
Total dividends and distributions paid
to shareholders		(12,756,538)	(6,388,529)

Net capital share transactions		22,277,539	19,924,752

Total (decrease) increase in net assets		(6,790,087)	38,842,881

Net assets:
Beginning of year		185,909,225	147,066,344
End of year (including
undistributed
net investment income: $726,171 and $972,469, respectively)		$179,119,138	$185,909,225



See Notes to Financial Statements

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

			(dollars in thousands)
Undistributed ordinary income			$764,256
Post-October currency loss deferrals (realized during the period November 1, 2007, through August 31, 2008)*			(13,820)
Post-October capital loss deferrals (realized during the period November 1, 2007, through August 31, 2008)*			(67,065)
Gross unrealized appreciation on investment securities			34,784,252
Gross unrealized depreciation on investment securities			(12,009,186)
Net unrealized appreciation on investment securities			22,775,066
Cost of investment securities			156,526,291
*These deferrals are considered incurred in the subsequent year.

	Year ended August 31, 2008						Year ended August 31, 2007
	Ordinary income		Long-term capital gains		Total distributions paid		Ordinary income		Long-term capital gains		Total distributions paid
Share class
Class A	$	903,273	$	5,171,253	$	6,074,526	$	671,779	$	2,697,906	$	3,369,685
Class B		21,976		447,562		469,538		8,977		242,027		251,004
Class C		32,444		672,747		705,191		12,202		331,416		343,618
Class F-1		273,603		1,522,733		1,796,336		174,938		659,692		834,630
Class F-2 *		-		-		-		-		-		-
Class 529-A		27,788		163,691		191,479		17,863		71,741		89,604
Class 529-B		1,234		32,344		33,578		328		15,487		15,815
Class 529-C		2,308		52,568		54,876		790		23,228		24,018
Class 529-E		1,036		8,617		9,653		641		3,887		4,528
Class 529-F-1		1,001		4,939		5,940		590		1,951		2,541
Class R-1		1,728		26,559		28,287		831		9,899		10,730
Class R-2		9,503		169,692		179,195		3,222		79,120		82,342
Class R-3		108,674		838,178		946,852		64,602		360,175		424,777
Class R-4		181,296		1,061,860		1,243,156		113,639		456,380		570,019
Class R-5		184,577		833,354		1,017,931		90,824		274,394		365,218
Total	$	1,750,441	$	11,006,097	$	12,756,538	$	1,161,226	$	5,227,303	$	6,388,529

* Class F-2 was offered beginning August 1, 2008

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

	Sales*				Reinvestments of dividends and distributions				Repurchases*						Net increase (decrease)
Share class	Amount		Shares		Amount		Shares		Amount			Shares			Amount			Shares
Year ended August 31, 2008
Class A	$	12,212,924		365,928	$	5,849,262		175,075	$	(13,207,306	)		(397,084	)	$	4,854,880			143,919
Class B		496,163		15,434		450,163		13,937		(1,060,559	)		(33,408	)		(114,233	)		(4,037	)
Class C		1,759,379		54,670		671,984		20,902		(1,590,505	)		(50,089	)		840,858			25,483
Class F-1		8,471,044		255,403		1,440,957		43,415		(5,702,933	)		(173,820	)		4,209,068			124,998
Class F-2†		114,425		3,732		-		-		(664	)		(22	)		113,761			3,710
Class 529-A		569,170		17,122		191,446		5,756		(183,171	)		(5,544	)		577,445			17,334
Class 529-B		61,575		1,906		33,576		1,035		(30,538	)		(956	)		64,613			1,985
Class 529-C		191,448		5,923		54,866		1,691		(74,643	)		(2,332	)		171,671			5,282
Class 529-E		28,006		850		9,649		292		(10,088	)		(307	)		27,567			835
Class 529-F-1		25,341		764		5,939		179		(13,526	)		(411	)		17,754			532
Class R-1		234,741		7,246		28,116		864		(93,261	)		(2,893	)		169,596			5,217
Class R-2		969,706		29,748		179,009		5,483		(815,966	)		(25,047	)		332,749			10,184
Class R-3		5,071,584		153,322		945,369		28,717		(4,330,927	)		(134,518	)		1,686,026			47,521
Class R-4		6,157,192		184,734		1,243,079		37,487		(5,226,557	)		(158,300	)		2,173,714			63,921
Class R-5		8,654,599		258,989		1,010,318		30,258		(2,512,847	)		(75,479	)		7,152,070			213,768
Total net increase
(decrease)	$	45,017,297		1,355,771	$	12,113,733		365,091	$	(34,853,491	)		(1,060,210	)	$	22,277,539			660,652

Year ended August 31, 2007
Class A	$	12,042,117		354,674	$	3,248,280		98,314	$	(13,722,764	)		(403,123	)	$	1,567,633			49,865
Class B		560,940		17,121		240,853		7,522		(861,237	)		(26,160	)		(59,444	)		(1,517	)
Class C		2,022,398		61,894		327,997		10,282		(1,420,162	)		(43,287	)		930,233			28,889
Class F-1		8,109,384		240,075		680,031		20,701		(3,424,868	)		(100,887	)		5,364,547			159,889
Class 529-A		553,119		16,344		89,592		2,722		(151,259	)		(4,441	)		491,452			14,625
Class 529-B		65,970		2,000		15,814		492		(24,822	)		(749	)		56,962			1,743
Class 529-C		189,186		5,735		24,011		746		(63,430	)		(1,907	)		149,767			4,574
Class 529-E		28,305		843		4,528		138		(10,408	)		(309	)		22,425			672
Class 529-F-1		25,527		754		2,541		77		(6,712	)		(198	)		21,356			633
Class R-1		183,664		5,554		10,675		331		(67,150	)		(2,015	)		127,189			3,870
Class R-2		972,347		29,252		82,234		2,541		(683,601	)		(20,464	)		370,980			11,329
Class R-3		5,268,904		156,917		424,134		13,002		(3,060,192	)		(91,197	)		2,632,846			78,722
Class R-4		6,509,287		193,101		569,783		17,361		(3,508,429	)		(103,586	)		3,570,641			106,876
Class R-5		5,996,052		176,021		360,877		10,926		(1,678,764	)		(49,027	)		4,678,165			137,920
Total net increase
(decrease)	$	42,527,200		1,260,285	$	6,081,350		185,155	$	(28,683,798	)		(847,350	)	$	19,924,752			598,090

* Includes exchanges between share classes of the fund.
† Class F-2 was offered beginning August 1, 2008.

			(Loss) income from investment operations(2)											Dividends and distributions
	Net asset value, beginning of period		Net investment income (loss)					Net (losses) gains 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) (4)			Net assets, end of period (in millions)		Ratio of expenses to average net assets before reim-bursements/ waivers			Ratio of expenses to average net assets after reim-bursements/ waivers (4)			Ratio of net income (loss) to average net assets (4)
Class A:
Year ended 8/31/2008	$	35.77	$	.36				$	(3.10	)	$	(2.74	)	$	(.36	)	$	(2.06	)	$	(2.42	)	$	30.61		(8.24	)%	$	81,529		.65	%		.62	%		1.09	%
Year ended 8/31/2007		31.93		.32					4.89			5.21			(.27	)		(1.10	)		(1.37	)		35.77		16.69			90,125		.64			.62			.94
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
Class B:
Year ended 8/31/2008		34.48		.11					(2.99	)		(2.88	)		(.10	)		(2.06	)		(2.16	)		29.44		(8.91	)		6,367		1.39			1.37			.34
Year ended 8/31/2007		30.83		.06					4.73			4.79			(.04	)		(1.10	)		(1.14	)		34.48		15.82			7,596		1.39			1.36			.20
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	)
Class C:
Year ended 8/31/2008		34.34		.09					(2.97	)		(2.88	)		(.10	)		(2.06	)		(2.16	)		29.30		(8.95	)		10,209		1.44			1.41			.29
Year ended 8/31/2007		30.73		.05					4.70			4.75			(.04	)		(1.10	)		(1.14	)		34.34		15.74			11,091		1.45			1.42			.14
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	)
Class F-1:
Year ended 8/31/2008		35.56		.36					(3.08	)		(2.72	)		(.37	)		(2.06	)		(2.43	)		30.41		(8.23	)		25,528		.63			.61			1.09
Year ended 8/31/2007		31.76		.32					4.87			5.19			(.29	)		(1.10	)		(1.39	)		35.56		16.71			25,404		.63			.61			.95
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
Class F-2:
Period from 8/1/2008 to 8/31/2008		30.43		.03					.15			.18			-			-			-			30.61		0.59			114		.04			.03			.09
Class 529-A:
Year ended 8/31/2008		35.62		.34					(3.08	)		(2.74	)		(.35	)		(2.06	)		(2.41	)		30.47		(8.27	)		2,859		.69			.66			1.03
Year ended 8/31/2007		31.81		.31					4.87			5.18			(.27	)		(1.10	)		(1.37	)		35.62		16.66			2,725		.69			.66			.90
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
Class 529-B:
Year ended 8/31/2008		34.62		.07					(2.99	)		(2.92	)		(.08	)		(2.06	)		(2.14	)		29.56		(9.00	)		514		1.50			1.48			.23
Year ended 8/31/2007		30.97		.03					4.74			4.77			(.02	)		(1.10	)		(1.12	)		34.62		15.69			534		1.51			1.48			.08
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	)
Class 529-C:
Year ended 8/31/2008		34.62		.07					(2.99	)		(2.92	)		(.09	)		(2.06	)		(2.15	)		29.55		(8.99	)		881		1.50			1.47			.23
Year ended 8/31/2007		30.99		.03					4.74			4.77			(.04	)		(1.10	)		(1.14	)		34.62		15.66			849		1.50			1.48			.08
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	)
Class 529-E:
Year ended 8/31/2008		35.34		.24					(3.06	)		(2.82	)		(.25	)		(2.06	)		(2.31	)		30.21		(8.55	)		147		.99			.97			.73
Year ended 8/31/2007		31.58		.20					4.84			5.04			(.18	)		(1.10	)		(1.28	)		35.34		16.29			143		.99			.97			.59
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	)
Class 529-F-1:
Year ended 8/31/2008	$	35.61	$	.41				$	(3.08	)	$	(2.67	)	$	(.42	)	$	(2.06	)	$	(2.48	)	$	30.46		(8.09	)%	$	85		.49	%		.47	%		1.24	%
Year ended 8/31/2007		31.80		.37					4.87			5.24			(.33	)		(1.10	)		(1.43	)		35.61		16.86			81		.49			.47			1.09
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
Class R-1:
Year ended 8/31/2008		34.76		.10					(3.02	)		(2.92	)		(.13	)		(2.06	)		(2.19	)		29.65		(8.96	)		503		1.42			1.39			.30
Year ended 8/31/2007		31.13		.05					4.77			4.82			(.09	)		(1.10	)		(1.19	)		34.76		15.79			408		1.43			1.40			.16
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	)
Class R-2:
Year ended 8/31/2008		34.84		.12					(3.01	)		(2.89	)		(.12	)		(2.06	)		(2.18	)		29.77		(8.87	)		2,708		1.36			1.33			.37
Year ended 8/31/2007		31.16		.05					4.77			4.82			(.04	)		(1.10	)		(1.14	)		34.84		15.76			2,815		1.42			1.40			.16
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	)
Class R-3:
Year ended 8/31/2008		35.23		.26					(3.05	)		(2.79	)		(.27	)		(2.06	)		(2.33	)		30.11		(8.50	)		13,098		.94			.91			.79
Year ended 8/31/2007		31.49		.21					4.83			5.04			(.20	)		(1.10	)		(1.30	)		35.23		16.33			13,652		.96			.93			.63
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	)
Class R-4:
Year ended 8/31/2008		35.52		.35					(3.08	)		(2.73	)		(.35	)		(2.06	)		(2.41	)		30.38		(8.26	)		17,215		.67			.64			1.06
Year ended 8/31/2007		31.73		.31					4.85			5.16			(.27	)		(1.10	)		(1.37	)		35.52		16.63			17,856		.68			.65			.91
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
Class R-5:
Year ended 8/31/2008		35.82		.45					(3.09	)		(2.64	)		(.46	)		(2.06	)		(2.52	)		30.66		(7.96	)		17,362		.37			.34			1.35
Year ended 8/31/2007		31.98		.41					4.89			5.30			(.36	)		(1.10	)		(1.46	)		35.82		16.97			12,630		.38			.35			1.21
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 August 31
	2008	2007	2006	2005	2004

Portfolio turnover rate for all classes of shares	32%	26%	22%	20%	19%

(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 any applicable sales charges, including contingent deferred sales charges.
(4) This column reflects the impact, if any, of certain reimbursements/waivers from CRMC. During some of the periods shown, CRMC reduced fees for investment advisory services. In addition, during some of the periods shown, CRMC paid a portion of the fund's transfer agent fees for certain retirement plan share classes.
(5) Amount less than $.01.


See Notes to Financial Statements

Long-term capital gains	$11,006,097,000
Qualified dividend income	100%
Corporate dividends received deduction	$1,698,552,000
U.S. government income that may be exempt from state taxation	$180,512,000