EMERGING MARKETS GROWTH FUND INC
DEFS14A, 2000-09-01
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                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                 (X)
Filed by a Party other than the
  Registrant                            ( )

Check the appropriate box:

( )  Preliminary Proxy Statement       ( )  Confidential, for Use of the
                                               Commission Only (as permitted
(X)  Definitive Proxy Statement                by Rule 14c-6(e)(2)
( )  Definitive Additional Materials
( )  Soliciting Material Pursuant to
        Rule 14a-11(c) or Rule 14a-12

________________________________________________________________________________

                       Emerging Markets Growth Fund, Inc.
________________________________________________________________________________
                (Name of Registrant as Specified in Its Charter)
  ---------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

(X)  No fee required.
( )  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)  Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------
(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined.)

--------------------------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction:

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(5)  Total fee paid:

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( ) Fee paid with preliminary materials.

( ) Check box if any part of the fee is offset as provided  by  Exchange  Act
    Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
    paid  previously.  Identify the previous filing by  registration  statement
    number, or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

--------------------------------------------------------------------------------
(2)  Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------
(3)  Filing Party:

--------------------------------------------------------------------------------
(4)  Date Filed:



<PAGE>


                       Emerging Markets Growth Fund, Inc.
                    11100 Santa Monica Boulevard, 15th Floor
                          Los Angeles, California 90025


                                September 1, 2000

Dear Shareholder:

Enclosed is a Proxy Statement,  Proxy, and stamped return envelope in connection
with the upcoming  Meeting of Shareholders of Emerging Markets Growth Fund, Inc.
to be held October 30, 2000, in Los Angeles.  It is very important that you read
this material, cast your vote on the enclosed Proxy, and return it to us in
the enclosed envelope as soon as possible.

It would  help us  greatly  in  planning  this  meeting  if you could give us an
indication   of  whether  you  plan  to  attend  the  meeting  in  person.   The
Shareholders'  meeting is  expected  to be very brief  because  there will be no
planned  investment or other  discussion  apart from the  administrative  issues
which need to be addressed.  Regardless of your decision to attend at this time,
please sign and return your voted  Proxy as soon as  possible.  In the event you
decide to attend  the  meeting,  you may revoke the Proxy you mailed and vote in
person  instead.  Please call Valerie Y. Lewis at (310)  996-6229 if you plan to
attend.

Thank you.
                                      Sincerely,



                                      ROBERTA A. CONROY
                                      Senior Vice President and Secretary


<PAGE>


                       EMERGING MARKETS GROWTH FUND, INC.

                          11100 Santa Monica Boulevard
                       Los Angeles, California, USA 90025

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

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                October 30, 2000

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

To the Shareholders of EMERGING MARKETS GROWTH FUND, INC.:

Notice is hereby given that a Special Meeting of Shareholders ("Meeting") of the
Emerging Markets Growth Fund, Inc.  ("Fund"),  a Maryland  corporation,  will be
held at 8:30 a.m.,  Pacific Time, on October 30, 2000, in the Boardroom  located
on the 15th  floor of the  Offices  of Capital  International  Inc.,  the Fund's
investment manager (the "Manager"), 11100 Santa Monica Boulevard, California USA
90025.  The  purpose of the meeting is to  consider  and act upon the  following
proposals,  and to transact such other  business as may properly come before the
Meeting or any adjournment thereof:

     1.   to elect a Board of 15 Directors;

     2.   to amend the Fund's fundamental  investment policy to permit increased
          investments in the securities of any single issuer with respect to 25%
          of the Fund's assets,  and to amend the Fund's By-laws to reflect such
          amendment;

     3.   to amend the Fund's fundamental investment policy concerning ownership
          of  voting  securities  to  permit  ownership  of more than 10% of the
          outstanding voting securities of any single issuer with respect to 25%
          of the Fund's assets,  and to amend the Fund's By-laws to reflect such
          amendment;

     4.   to amend the Fund's fundamental  investment policy concerning loans to
          clarify existing restrictions and to permit securities lending, and to
          amend the Fund's By-laws to reflect such amendment; and

     5.   to  ratify  the  selection  by the Board of  Directors  of the Fund of
          PricewaterhouseCoopers  LLP as independent  public  accountants of the
          Fund for the fiscal year ending June 30, 2001.


<PAGE>


Shareholders of record at the close of business on August 16, 2000, are entitled
to notice of, and to vote at, the Meeting.


                                            By Order  of the  Board of
                                            Directors of the Fund,



                                            ROBERTA A. CONROY
                                            Senior Vice President and Secretary

Los Angeles, California

September 1, 2000


PLEASE RESPOND --- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.


<PAGE>



================================================================================
                                    IMPORTANT

Shareholders  can help the Fund  avoid the  necessity  and  expense  of  sending
follow-up  letters to ensure a quorum by promptly  returning the enclosed Proxy.
Please  mark,  date,  sign and  return  the  enclosed  Proxy  in order  that the
necessary  quorum may be  represented  at the  Meeting.  The  enclosed  envelope
requires no postage if mailed in the United States.

================================================================================

                       EMERGING MARKETS GROWTH FUND, INC.
                    11100 Santa Monica Boulevard, 15th Floor
                          Los Angeles, California 90025

                                 PROXY STATEMENT

                         SPECIAL MEETING OF SHAREHOLDERS

                                October 30, 2000

     The enclosed Proxy is solicited by the Board of Directors  ("Board") of the
Emerging  Markets  Growth Fund,  Inc.  ("Fund") in  connection  with the Special
Meeting of  Shareholders  ("Meeting")  to be held on  October  30,  2000.  Every
properly executed Proxy returned in time to be voted at the Meeting will, unless
such Proxy has  previously  been revoked,  be voted at the Meeting in accordance
with the directions indicated on such Proxy. IF NO DIRECTIONS ARE INDICATED, THE
PROXY  WILL BE VOTED  "FOR"  THE  PERSONS  SET  FORTH IN  PROPOSAL  1 AND  "FOR"
PROPOSALS  2 THROUGH 5. Anyone  having  submitted a Proxy may revoke it prior to
its exercise,  either by filing with the Fund a written notice of revocation, by
delivering a duly  executed  proxy  bearing a later date,  or by  attending  the
Meeting and voting in person. This Notice of Meeting,  Proxy Statement and Proxy
are being mailed to shareholders on or about September 5, 2000.

     At the close of business on August 16,  2000,  the record date fixed by the
Board for the determination of shareholders entitled to notice of and to vote at
the Meeting,  there were  outstanding  332,563,648  shares of capital stock, the
only  authorized  class of  securities  of the Fund.  As of that record date, no
shareholders  beneficially  owned more than 5% of the outstanding  shares of the
Fund.  Each share is entitled to one vote.  There is no provision for cumulative
voting.

     The  presence  in person or by proxy of the holders of record of a majority
of the  shares of the Fund  entitled  to vote shall  constitute  a quorum at the
Meeting  for the  Fund.  If,  however,  such  quorum  shall  not be  present  or
represented  at the Meeting or if fewer shares are present in person or by proxy
than the minimum required to take action with respect to any proposal  presented
at the  Meeting,  the holders of a majority of the shares of the Fund present in
person or by proxy shall have the power to adjourn the Meeting  with  respect to
the Fund,  from time to time,  without  notice  other than  announcement  at the
Meeting,  until the requisite  number of shares shall be present at the Meeting.
At  any  such  adjourned  Meeting,   if  the  relevant  quorum  is  subsequently
constituted,  any business may be transacted which might have been transacted at
the Meeting as originally  called.  In the event that  sufficient  votes are not
received by the Meeting  date,  a person  named as proxy may propose one or more
adjournments of the Meeting.  The persons named as proxies will vote all Proxies
in favor of such adjournment.

     All properly  executed  proxies received prior to the Meeting will be voted
at the  Meeting  in  accordance  with  the  instructions  marked  thereon  or as
otherwise provided therein. Accordingly, unless instructions to the contrary are
marked,  proxies  will be voted FOR the  persons set forth in Proposal 1 and FOR
Proposals 2-5. Any  shareholder may revoke his or her proxy at any time prior to
the exercise  thereof by giving  written  notice to the Fund's  transfer  agent,
American  Funds Service  Company,  135 South State College  Boulevard,  Brea, CA
92821, by signing another proxy of a later date, or by personally casting his or
her vote at the Meeting.

     In tallying  shareholder  votes,  abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees  as to which (i)  instructions  have not been
received  from the  beneficial  owners or person  entitled  to vote and (ii) the
broker or  nominee  does not have  discretionary  voting  power on a  particular
matter) will be counted for purposes of determining  whether a quorum is present
for purposes of convening the meeting.  Abstentions and broker non-votes will be
considered to be both present at the meeting and issued and outstanding  and, as
a result,  will have the effect of being  counted as voted  against a particular
proposal.

     To  obtain  the  necessary  representation  at the  Meeting,  supplementary
solicitations may be made by mail, telephone,  telegraph, facsimile, or personal
contact by officers of the Fund,  employees of the Fund, or its  affiliates,  or
proxy  solicitation  firms. The Fund has retained Alamo Direct, 280 Oser Avenue,
Hauppauge, NY 11788, to solicit proxies by mail at an anticipated cost of $3,000
plus postage expenses.


<PAGE>


                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

Fifteen  Directors  are to be elected at the Meeting,  each to hold office until
his or her successor is elected and qualified.  The fifteen  nominees  receiving
the highest  number of votes  shall be deemed to be  elected.  Because it is not
anticipated that meetings of shareholders will be held each year, the Directors'
terms will be indefinite in length.  All of the nominees for Director  except R.
Michael  Barth,  Collette D.  Chilton,  and Aje K.  Saigal  were  elected by the
shareholders at their last meeting on June 27, 1997.

Each of the  nominees  has agreed to serve as a Director if elected.  If, due to
present  unforeseen  circumstances,  any  nominee  should not be  available  for
election,  the persons named as proxy will vote the signed but unmarked Proxies,
and those marked for the  nominated  Directors,  for such other  nominees as the
present  Directors  shall  recommend.  The  following  table sets forth  certain
information regarding the nominees.
<TABLE>
<S>                                       <C>                                       <C>

                                               Current Principal Occupation and
 Name of Nominee (Position with Fund)                Principal Employment            Year First Elected a
 and Date of Birth                                   During Past 5 Years#                 Director
 -----------------------------------      --------------------------------------    ---------------------

R. Michael Barth1,3                       Chief Executive of FMO, The Netherlands          1988
 (Director)                               Development Finance Company; (previously,
 08/01/49                                 Director, Capital Markets Development
                                          Department of The World Bank)
 Collette D. Chilton1, 3                  Chief Investment Officer, Lucent                 1999
 (Director)                               Technologies, Inc.; (previously, Chief
 02/13/58                                 Investment Officer, Pension Reserves
                                          Investment Management and Massachusetts
                                          State Teachers & Employees Retirement

                                          System)
 Nancy Englander*                         Senior Vice President,                           1991
 (President and Director)                 Capital International, Inc.
 08/12/44

 David I. Fisher*                         Chairman of the Board,                           1986
 (Vice Chairman of the Board)             Capital Group International, Inc.
 09/17/39

Marinus W. Keijzer 2, 3                   Advisor, Board of Management,                    1986
 (Director)                               Pensioenfonds PGGM
 07/20/38

 Khalil Foulathi 1, 3                     Executive Director, Abu Dhabi Investment         1996
 (Director)                               Authority
 05/20/51

 Beverly L. Hamilton 2, 3                 Trustee, Monterey Institute of                   1991
 (Director)                               International Studies and Commonfund;
 10/19/45                                 Director,  Massachusetts Mutual Funds,
                                          Investment     Committees    of    the
                                          University  of Michigan  Endowment and
                                          Community  Hospital  of  the  Monterey
                                          Peninsula;      Director,     Advisory
                                          Committees  of the World Bank  Pension
                                          Fund    and    DLJ    Sprout    Group;
                                          (previously,      President,      ARCO
                                          Investment Management Company)

 Raymond Kanner 1, 3                      Director, Global Equities Investments,           1997
 (Director)                               IBM Retirement Funds; (previously
 05/29/53                                 Manager, IBM Credit Corporation)

 Hugh G. Lynch 2, 3                       Director, The Greater China Fund;                1988
 (Director)                               (previously, Managing Director,
 10/23/37                                 International Investments, General Motors
                                          Investment Management Corporation)
 Helmut Mader 2, 3                        Former Director, Deutsche Bank AG                1986++
 (Director)
 08/05/42

 William Robinson 1, 3                    Director, Deutsche Fund Management               1986
 (Director)                               Limited; (previously, Director, Aga Khan
 07/20/38                                 Fund for Economic Development)

 Aje K. Saigal1, 3                        Director of Global Equities, Government          2000
 (Director)                               of Singapore Investment Corporation Pte
 06/22/56                                 Ltd.

 Patricia A. Small 1, 3                   Treasurer, The Regents of the University         1991
 (Director)                               of California
 12/28/45

 Walter P. Stern*                         Chairman of the Board,                           1991
 (Chairman of the Board)                  Capital International, Inc.
 09/26/28

 Shaw B. Wagener*                         President and Director,                          1997
 (Executive Vice President)               Capital International, Inc.
 07/01/59
</TABLE>

--------------------
#    Corporate  positions,  in some instances,  may have changed during the past
     five year period.

*    Is considered an "interested  person" of the Fund within the meaning of the
     Investment  Company  Act  of  1940  (the  "1940  Act"),  on  the  basis  of
     affiliation  with the  Manager or the parent  company of the  Manager,  The
     Capital Group Companies, Inc.

+    R. Michael Barth initially  became a Director elected to the Board in 1988.
     Mr. Barth  resigned as a Director in 1995  following the sale of all shares
     of the Fund owned by the  International  Finance  Corporation,  part of the
     World Bank Group, the company with which Mr. Barth was affiliated. In 1995,
     Mr. Barth became a non-voting  participant in the meetings of the Board. In
     1999 Mr. Barth resigned from the World Bank Group, and the Board re-elected
     Mr. Barth as a Director.

++   Helmut Mader was one of the original founding Directors of the Fund elected
     in 1986. Mr. Mader resigned as a Director in 1991 following the sale of all
     shares of the Fund owned by Deutsche  Bank  Corporation,  the company  with
     which Mr. Mader was affiliated.  In 1992, the Board re-elected Mr. Mader as
     a Director.

1    The  Fund  has  an  Audit  Committee  comprised  of  the   above-designated
     directors.  The function of the Committee includes such specific matters as
     recommending  independent  public  accountants  to the Board of  Directors,
     reviewing  the audit  plan and  results  of audits  and  considering  other
     matters deemed appropriate by the Board of Directors and/or the Committee.

2    The Fund has a Committee on Directors (formerly,  the Nominating Committee)
     comprised of the  above-designated  Directors.  The  Committee's  functions
     include selecting and recommending to the full Board of Directors  nominees
     for election as Directors of the Fund. While the Committee is normally able
     to identify from its own resources an ample number of qualified candidates,
     it will  consider  shareholder  suggestions  of persons to be considered as
     nominees to fill future  vacancies on the Board.  Such  suggestions must be
     sent in writing to the  Nominating  Committee  of the Fund,  c/o the Fund's
     Secretary,   and  must  be   accompanied  by  complete   biographical   and
     occupational  data on the  prospective  nominee,  along  with  the  written
     consent of the prospective  nominee to  consideration of his or her name by
     the Committee.  Under the laws of the State of Maryland,  where the Fund is
     incorporated,  the  Fund  is not  required  to  hold  regular  meetings  of
     shareholders.  Under the 1940 Act, a vote of  shareholders is required from
     time to time for particular matters but not necessarily on an annual basis.
     As a result,  it is not  anticipated  that the Fund  will hold  shareholder
     meetings on a regular basis and any shareholder  proposal  received may not
     be considered until such a meeting is held.

3    The Fund has a Contracts  Committee  which is composed of all directors who
     are not  considered  to be  "interested  persons"  of the Fund  within  the
     meaning of the 1940 Act. The Contracts  Committee's function is to request,
     review and consider the information  deemed necessary to evaluate the terms
     of the Investment  Advisory and Service Agreement that the Fund proposes to
     enter into,  renew or  continue  prior to voting  thereon,  and to make its
     recommendation to the full Board of Directors on this matter.

Compensation
------------

Effective  July 1,  1998,  the Fund  began to pay fees of  $10,000  per annum to
Directors who are not affiliated with the Manager, plus $3,000 for each Board of
Directors meeting attended. Certain Directors are prohibited from receiving fees
based on  their  employers'  policies.  Certain  Directors  have  elected,  on a
voluntary  basis,  to defer all or a portion  of their fees  through  the Fund's
deferred  compensation  plan.  The Fund also pays the expenses of  attendance at
Board and Committee  meetings for the Directors who are not affiliated  with the
Manager.  Six Directors own Fund shares,  four of whom are  affiliated  with the
Manager.  For the Fund's Directors,  the minimum initial purchase and subsequent
investment requirements have been waived.  Directors and certain of their family
members are permitted to purchase shares of mutual funds advised by an affiliate
of the Manager without paying a sales charge.

For  the  fiscal  year  ended  June  30,  2000,  the  Fund  paid  the  following
compensation to Directors of the Fund:


<PAGE>

Compensation Table
------------------
<TABLE>
<S>                             <C>                  <C>                      <C>                  <C>
---------------------------------------------------------------------------------------------------------------------
                                                     Pension or Retirement                         Total Compensation
                                                      Benefits Accrued As     Estimated Annual     From Fund and Fund
                                    Aggregate        Part of Fund Expenses      Benefits Upon        Complex Paid to
                                Compensation from                                Retirement             Directors
       Name and Position              Fund
---------------------------------------------------------------------------------------------------------------------

  Robert E. Angelica1                 $3,000                                                              $3,000
---------------------------------------------------------------------------------------------------------------------
       R. Michael Barth3             $16,000                                                             $16,000
---------------------------------------------------------------------------------------------------------------------
        Khalil Foulathi              $19,000                                                             $19,000
---------------------------------------------------------------------------------------------------------------------
  Beverly Hamilton2,3                $16,000                                                             $16,000
---------------------------------------------------------------------------------------------------------------------
      Marinus W. Keijzer3            $16,000                                                             $16,000
---------------------------------------------------------------------------------------------------------------------
         Helmut Mader3               $25,000                                                             $25,000
---------------------------------------------------------------------------------------------------------------------
       John G. McDonald3             $17,000                                                            $117,250
---------------------------------------------------------------------------------------------------------------------
       William Robinson              $22,000                                                             $22,000
---------------------------------------------------------------------------------------------------------------------
  Aje K. Saigal4                      $8,000                                                              $8,000
---------------------------------------------------------------------------------------------------------------------
        Patricia Small3              $22,000                                                             $22,000
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Professor  McDonald  received  $117,250 in total  compensation (all of which was
voluntarily  deferred  compensation) from seven funds managed by an affiliate of
Capital  International,  Inc. for the six month period ended  December 31, 1999.
Mr. McDonald resigned as a Director of the Fund effective December 28, 1999.

------------------------
1    Compensation was paid to the Director's employer.  Mr. Angelica resigned as
     a Director of the Fund effective September 7, 1999.

2    Compensation  was paid to the  Director's  employer  for a  portion  of the
     twelve month period ended June 30,  2000.  Ms.  Hamilton  retired from ARCO
     Investment  Management Company effective April, 2000. Mr. Lynch retired
     from General Motors Investment  Management  Corporation effective March 31,
     2000.

3    All  compensation  was voluntarily  deferred except for Ms.  Hamilton,  who
     deferred $5,000 commencing January 1, 2000.

4    Mr. Saigal became a Director effective February 8, 2000.
<PAGE>



The Fund has adopted a deferred  compensation plan (the "Plan") that permits any
director  of the Fund who so elects to have all or any portion of payment of the
director's compensation from the Fund (including the annual retainer,  board and
committee  meeting  fees)  deferred  to a future  date or to the  occurrence  of
certain  events,  such as upon the  resignation  or  retirement of the director.
Payments of  deferred  compensation  made  pursuant to the Plan may be paid in a
lump sum or in annual or quarterly  installments  over a period of years (not to
exceed 20), as specified by the director.  Compensation  deferred under the Plan
is credited to an account  established in the name of each director on the books
of the Fund,  to which  deferred  compensation  is credited.  Any such  deferred
compensation  so credited  will be deemed to be invested  for purposes of future
earnings in one or more investment options, but the deferred compensation amount
payable  to the  director,  as  adjusted  for  any  such  earnings,  remains  an
obligation of the Fund.

                            Other Executive Officers
<TABLE>
<S>                                        <C>                                                <C>
         Name
 (Position with Fund)                                                                         Officer Continuously
   and Date of Birth                       Principal Occupation for Last five Years (1)             Since (2)
  -------------------                      --------------------------------------------        --------------

Roberta A. Conroy                                   Assistant General Counsel,
(Senior Vice President and                      The Capital Group Companies, Inc.                     1991
Secretary)
08/17/54

Michael A. Felix                                      Senior Vice President,                          1993
(Vice President and Treasurer)                     Capital International, Inc.
02/13/61

Hartmut Giesecke                                      Chairman and Director,                          1993
(Senior Vice President)                            Capital International K.K.;
09/25/37                                       Senior Vice President and Director,
                                                   Capital International, Inc.

Peter C. Kelly                                           Senior Vice President and Director,         1996
(Vice President)                                Capital International, Inc.
01/28/59

Victor D. Kohn                                      Senior Vice President and Director,              1996
(Senior Vice President)                        Capital International, Inc.
09/23/57

Nancy J. Kyle                           Senior Vice President and Director- International,            1996
(Senior Vice President)                           Capital Guardian Trust Company
08/11/50

Abbe G. Shapiro                                           Vice President                              1997
(Vice President)                                   Capital International, Inc.
10/20/59

Lisa B. Thompson                        Executive Vice President and Research Director for            2000
(Vice President)                           Emerging Markets, and Director, Capital International
10/24/65                                                  Research, Inc.

Robert H. Neithart                      Executive Vice President and Research Director                2000
(Vice President)                           Emerging Markets, and Director, Capital International
08/20/65                                                  Research, Inc.

Valerie Y. Lewis
(Assistant Secretary)                   Fund Compliance Specialist, The Capital Group Companies,      1999
03/26/56                                   Inc.; (previously, Vice President, Morgan Stanley
                                           Dean Witter Investment Management, Inc.)

Jeanne M. Nakagama                      Vice President,
(Assistant Treasuer)                       Capital International, Inc.;                               2000
12/02/57                                   (previously, Financing Planning Manager, Toyota
                                           Motor Sales, U.S.A., Inc.)


<PAGE>

Lee K. Yamauchi                         Vice President,
(Assistant Treasuer)                       Capital International, Inc.;                               2000
07/23/62                                   (previously, Vice President and Chief
                                           Financial Officer, Shirmar Corporation)
</TABLE>

------------------------
(1)  The occupation  shown reflects the principal  employment of each individual
     during the past 5 years. Corporate positions,  in some instances,  may have
     changed during this period.

(2)  Officers are elected to hold office until their  respective  successors are
     elected, or until they resign or are removed.

The  Directors and officers as a group (27) owned  beneficially  less than 1% of
the shares of the Fund outstanding on August 31, 2000.

THE  BOARD OF  DIRECTORS  OF THE  FUND,  INCLUDING  THE  INDEPENDENT  DIRECTORS,
RESPECTIVELY,  RECOMMEND  THAT  YOU  VOTE  "FOR"  THE  APPROVAL  OF  EACH OF THE
DIRECTORS NOMINATED IN PROPOSAL ONE.
<PAGE>
                                  PROPOSAL TWO

            AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
       THE AMOUNT OF ITS ASSETS IT MAY INVEST IN A SINGLE ISSUER; AND TO
               AMEND THE FUND'S BY-LAWS TO REFLECT SUCH AMENDMENT

The Fund is currently subject to a fundamental investment policy which limits it
to investing  no more than 5% of its total  assets in any one issuer.  The Board
and  Management  recommend  that  shareholders  vote to make this 5% restriction
applicable to only 75% of the Fund's assets.

Specifically,  the current fundamental policy provides in relevant part that the
Fund may not:

          "purchase  any  security  (other  than  marketable  obligations  of  a
          national  government  or its  agencies or  instrumentalities)  if as a
          result:  . . . more than 5% of its total  assets  would be invested in
          the securities of any single issuer. . . ."

The Board and  Management  recommend that the  shareholders  vote to replace the
current  fundamental policy with a fundamental policy providing in relevant part
that the Fund may not:

          "purchase  any  security  (other  than  marketable  obligations  of  a
          national  government  or its  agencies or  instrumentalities)  if as a
          result:  . . . with respect to 75% of its assets,  more than 5% of its
          total assets would be invested in the securities of any single issuer.
          . . ."

In addition, it is proposed that Article XIV, Section 1, paragraph (b)(6) of the
Fund's  By-laws,  which  currently  contains the same  provision,  be amended to
reflect the same changes.

The Manager desires the flexibility to invest more than 5% of the Fund's
assets in the securities of those issuers for which the Manager believes present
the best  investment  opportunities.  The  Manager  strongly  believes  that the
current  policy  limits  the  ability  of the  Fund  to  reflect  the  Manager's
investment  conviction  with respect to companies  that  represent a significant
portion of the Fund's investment universe.

The Morgan Stanley Capital International  Emerging Markets Free (EMF) Index (the
"EMF Index")  serves as the Fund's  primary  benchmark  and contains a number of
larger issuers. As of June 30, 2000, Samsung Electronics represented 4.6%, China
Telecom  represented  3.9%,  Telemex  represented 3.4% and Taiwan  Semiconductor
Manufacturing  Company  (TSMC)  represented  2.4% of the EMF  Index.  The  index
includes  China  Telecom  and TSMC at 40% and 65%,  respectively,  of their true
market  capitalization,  substantially  reducing their representation in the EMF
Index.  TSMC is  scheduled  to go to its full  weight in May 2001 and would then
represent  3.8% of the EMF Index based on June 30, 2000  market  caps.  If China
Telecom were given its full market cap, it would currently represent 9.6% of the
EMF Index. The Board of Directors and Management believe that the current policy
limits the Fund's ability to overweight these securities relative to the Index.

If this proposal is approved by shareholders, the Board of Directors has adopted
a  non-fundamental  investment  policy  to limit the  concentration  of the Fund
generally,  and relative to the EMF Index.  This  restriction  provides that the
Fund may not purchase  any  security  (other than  marketable  obligations  of a
national  government  or its agencies or  instrumentalities)  if as a result the
Fund's  assets  invested in a single issuer would exceed the greater of: 1) 10%;
or 2) twice the  percentage  weighting  of the  issuer in the EMF  Index.  While
non-fundamental  investment  policies  may be changed by the Board of  Directors
without  shareholder  approval,  the Board has no present intention to do so. As
with all such previous  changes by the Board of Directors,  the Fund would amend
the prospectus  promptly to reflect such change and mail a revised prospectus to
shareholders.

The proposed fundamental policy is based upon the definition of a
"diversified" investment company under the 1940 Act. Approving the proposal will
not change the Fund's legal status as a diversified investment company, but will
liberalize  the  Fund's  policy  to  the  maximum  concentration  permitted  for
diversified investment companies.

To the  extent  that  the  Fund  invests  in  excess  of 5% of its  assets  in a
particular  issuer,  its  exposure to the risks  associated  with that issuer is
increased.  Investing a greater  amount of the Fund's assets in a single issuer,
or investing in a smaller number of issuers,  may make the Fund more susceptible
to risks  associated  with a single  economic,  political  or  regulatory  event
affecting those issuers than would investing in a more diversified portfolio.

The  Board  of  Directors  believes  that  this  amendment  and  the  additional
flexibility it provides will be beneficial to the Fund and its shareholders.  If
approved by shareholders,  the Fund's registration statement and By-laws will be
amended as appropriate to reflect the proposal.
<PAGE>

Approval of the proposal to amend a fundamental  investment  policy requires the
affirmative  vote of (a) 67% or more of all shares  present and entitled to vote
at the Meeting,  provided the holders of more than 50% of all shares outstanding
and entitled to vote are present or represented  by proxy,  or (b) more than 50%
of all outstanding shares.

THE  BOARD OF  DIRECTORS  OF THE  FUND,  INCLUDING  THE  INDEPENDENT  DIRECTORS,
RESPECTIVELY, RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSAL TWO.


<PAGE>


                                 PROPOSAL THREE

          AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON THE
        AMOUNT OF VOTING SECURITIES OF ANY ONE ISSUER THAT THE FUND MAY
       ACQUIRE; AND TO AMEND THE FUND'S BY-LAWS TO REFLECT SUCH AMENDMENT

The Fund is currently subject to a fundamental  investment policy which prevents
the Fund from owning more than 10% of the outstanding  voting  securities of any
one issuer.  The Board and Management  recommend that  shareholders vote to make
this 10% restriction applicable to only 75% of the Fund's total assets.

Specifically, the current fundamental policy provides that the Fund may not:

         "purchase  any security if as a result the Fund would own more than 10%
         of the outstanding voting securities of any one issuer."

The  Board  recommends  that  the  shareholders  vote  to  replace  the  current
fundamental policy with a fundamental policy providing that the Fund may not:

         "purchase any security if as a result, with respect to 75% of its total
         assets,  the Fund  would  own more than 10% of the  outstanding  voting
         securities of any one issuer."

In addition, it is proposed that Article XIV, Section 1, paragraph (b)(9) of the
Fund's  By-laws,  which  currently  contains the same  provision,  be amended to
reflect the same changes.

The current  fundamental  policy can pose difficulties when the Manager wants to
invest the Fund's  assets in the  securities  of  certain  small  capitalization
companies.  In order to establish sufficient positions in these securities,  the
Fund may need to purchase  greater  than 10% of the voting  securities  of these
issuers.  Because this is prohibited under the current  fundamental  policy, the
Fund has on  occasion  purchased  non-voting  securities  in  order to  obtain a
sufficient  economic  interest in the issuer.  The  Manager  believes  that this
policy does not add to the  diversification  of the Fund,  and may  prohibit the
Fund from having a voting interest equal to its economic interest in an issuer.

The proposed policy is based upon the definition of a  "diversified"  investment
company  under the 1940 Act.  Approving  the proposal will not change the Fund's
legal status as a diversified investment company, but will liberalize the Fund's
policy  to  the  maximum  concentration  permitted  for  diversified  investment
companies.

The  Board  of  Directors  believes  that  this  amendment  and  the  additional
flexibility it provides will be beneficial to the Fund and its shareholders.  If
approved by shareholders,  the Fund's registration statement and By-laws will be
amended as appropriate to reflect the proposal.

Approval of the proposal to amend a fundamental  investment  policy requires the
affirmative  vote of (a) 67% or more of all shares  present and entitled to vote
at the Meeting,  provided the holders of more than 50% of all shares outstanding
and entitled to vote are present or represented  by proxy,  or (b) more than 50%
of all outstanding shares.

THE  BOARD OF  DIRECTORS  OF THE  FUND,  INCLUDING  THE  INDEPENDENT  DIRECTORS,
RESPECTIVELY, RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSAL THREE.


<PAGE>


                                  PROPOSAL FOUR

              AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT POLICY
    CONCERNING LOANS TO CLARIFY EXISTING RESTRICTIONS AND PERMIT SECURITIES
       LENDING; AND TO AMEND THE FUND'S BY-LAWS TO REFLECT SUCH AMENDMENT

The Fund is currently subject to a fundamental  investment policy which prevents
the Fund from making loans,  except that it may purchase debt securities usually
purchased by financial  institutions.  The Board and  Management  recommend that
shareholders  vote to amend this  policy to permit  securities  lending,  and to
clarify the types of debt instruments in which the Fund may invest.

Specifically, the current fundamental policy provides that the Fund may not:

         "make loans, except through repurchase agreements fully collateralized,
         and  further it may  purchase  debt  securities  usually  purchased  by
         financial institutions and it may purchase loan participations."

The  Board  recommends  that  the  shareholders  vote  to  replace  the  current
fundamental policy with a fundamental policy providing that the Fund may not:

          "lend any funds or other assets,  except that the Fund may, consistent
          with its  investment  objectives  and  policies:  (i)  invest  in debt
          obligations including bonds, debentures,  loan participations or other
          debt  securities in which  financial  institutions  generally  invest,
          bankers' acceptances and commercial paper, even though the purchase of
          such  obligations may be deemed to be the making of loans;  (ii) enter
          into repurchase agreements; and (iii) lend its portfolio securities in
          accordance  with applicable  guidelines  established by the Securities
          and Exchange Commission."

In addition, it is proposed that Article XIV, Section 1, paragraph (b)(8) of the
Fund's  By-laws,  which  currently  contains the same  provision,  be amended to
reflect the same changes.

If the  proposal  is  approved,  the  Fund  will  be  permitted  to  enter  into
arrangements  to loan its portfolio  securities to brokers,  dealers,  and other
financial  institutions  for the  purpose  of earning  income.  The Fund will be
permitted to loan its portfolio  securities in accordance  with SEC  guidelines.
Under these  guidelines,  the Fund  generally may lend its portfolio  securities
provided:  (i) the loan is secured continuously by collateral consisting of U.S.
Government  securities,  cash or cash  equivalents  (negotiable  certificates of
deposits,  bankers'  acceptances  or letters of  credit)  maintained  on a daily
mark-to-market  basis in an amount at least equal to the current market value of
the  securities  loaned;  (ii) the Fund may at any time call the loan and obtain
the return of the  securities  loaned;  (iii) the Fund will receive a reasonable
return on the loan,  as well as any  interest  or  dividends  paid on the loaned
securities; and (iv) the aggregate market value of securities loaned will not at
any time exceed 331/3% of the total assets of the Fund (including the collateral
received from such loans).

When the Fund lends its portfolio  securities,  its investment  performance will
continue  to  reflect  the  value of the  securities  loaned,  and the Fund will
receive a fee or interest on the  collateral.  Securities  lending  involves the
risk of loss of  rights  in the  collateral  or  delay  in the  recovery  of the
collateral  if the  borrower  fails to return the  securities  loaned or becomes
insolvent. The Fund may pay lending fees to a party arranging the loan.

The  proposal  also  would  clarify  and  broaden  the  types  of  fixed  income
instruments  in  which  the Fund may  invest.  The  proposal  would  change  the
reference in the investment policy from "debt securities" to "debt obligations,"
so that certain  instruments that may not technically be considered  securities,
such as loan assignments, are permissible investments for the Fund.

The  Board  of  Directors  believes  that  this  amendment  and  the  additional
flexibility it provides will be beneficial to the Fund and its shareholders.  If
approved by shareholders,  the Fund's registration statement and By-laws will be
amended as appropriate to reflect the proposal.

Approval of the proposal to amend a fundamental  investment  policy requires the
affirmative  vote of (a) 67% or more of all shares  present and entitled to vote
at the Meeting,  provided the holders of more than 50% of all shares outstanding
and entitled to vote are present or represented  by proxy,  or (b) more than 50%
of all outstanding shares.

THE  BOARD OF  DIRECTORS  OF THE  FUND,  INCLUDING  THE  INDEPENDENT  DIRECTORS,
RESPECTIVELY, RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSAL FOUR.


<PAGE>


                                  PROPOSAL FIVE

         RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
          INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 2000-2001

Shareholders  are  requested to ratify the  selection by the Board,  including a
majority of Directors who are not "interested persons" of the Fund, as that term
is  defined  in the  1940  Act,  of the  firm of  PricewaterhouseCoopers  LLP as
independent  public  accountants for the Fund for the fiscal year ended June 30,
2001.  In  addition to the normal  audit  services,  PricewaterhouseCoopers  LLP
provides  services in connection  with the preparation and review of federal and
state tax  returns  for the Fund.  PricewaterhouseCoopers  LLP has served as the
Fund's  independent  public  accountants since the Fund's inception in 1986, and
has  advised  the Fund  that it has no  material  direct or  indirect  financial
interest  in the  Fund  or its  affiliates.  No  representative  of the  firm of
PricewaterhouseCoopers LLP is expected to attend the Meeting of shareholders.

Approval of Proposal  Five  requires the  affirmative  vote of a majority of the
Fund's shares present or represented at the Meeting,  provided at least a quorum
(a majority of the Fund's  outstanding  shares) is  represented  in person or by
proxy.

THE BOARD OF DIRECTORS OF THE FUND  RECOMMENDS THAT YOU VOTE "FOR" THE SELECTION
OF  PRICEWATERHOUSECOOPERS  LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE CURRENT
FISCAL YEAR IN PROPOSAL FIVE.

                                  OTHER MATTERS

The Board does not currently  know of any matters to be presented at the Meeting
other  than  those  mentioned  in this  Proxy  statement.  If an  event  not now
anticipated or if any other matters come properly before the Meeting, the shares
represented by proxies will be voted with respect thereto in accordance with the
best judgment of the person or persons voting the proxies.

                              SHAREHOLDER PROPOSALS

Any  shareholder  proposals for inclusion in proxy  solicitation  material for a
shareholders'  meeting  should be submitted to the Secretary of the Fund, at the
Fund's principal  executive offices,  11100 Santa Monica Boulevard,  15th Floor,
Los  Angeles,  California  90025.  Any  such  proposals  must  comply  with  the
requirements  of Rule  14a-8  under  the  Securities  Exchange  Act of 1934,  as
amended,  and must be sent sufficiently far in advance of the meeting so that it
is received by the Fund within a reasonable time before a solicitation is made.

Under the laws of the State of Maryland where the Fund is incorporated, the Fund
is not required to hold regular meetings of shareholders.  Under the 1940 Act, a
vote of shareholders is required from time to time for particular  matters,  but
not necessarily on an annual basis. As a result,  it is not anticipated that the
Fund will hold  shareholders'  meetings on a regular  basis and any  shareholder
proposal received may not be considered until such a meeting is held.

                                  MISCELLANEOUS

The  solicitation  of the enclosed  Proxy is made by and on behalf of the Fund's
Board of  Directors.  The cost of  soliciting  proxies,  consisting of printing,
handling and mailing of the Proxies and related  materials,  will be paid by the
Fund. In addition to solicitation by mail, certain officers and directors of the
Fund, who will receive no extra compensation for their services,  may solicit by
telephone,  telegram or personally.  All  shareholders  are urged to mark, date,
sign, and return the Proxy in the enclosed  envelope,  which requires no postage
if mailed in the United  States.  You may also vote your proxy by  telephone or
the Internet by following instructions that appear on the enclosed proxy insert.

The Manager of the Fund is located at 11100 Santa Monica Boulevard, Los Angeles,
California 90025 and 135 South State College Boulevard, Brea, California 92621.

The most recent annual report of the Fund, including financial statements,  have
been mailed  previously to shareholders.  If you have not received these reports
or would like to receive  additional  copies free of charge,  please contact the
Fund c/o American  Funds Service  Company,  135 South State  College  Boulevard,
Brea,   CA  92821  and  they  will  be  sent   promptly  by  first  class  mail.
Alternatively,   you  may   request  a  copy  of  these   reports   by   calling
1-800-421-0180.

If the  accompanying  form of proxy is executed  properly and  returned,  shares
represented  by it  will  be  voted  at  the  Meeting  in  accordance  with  the
instructions on the Proxy.

                            By the Order of the Board of
                            Directors of the Fund,



                            ROBERTA A. CONROY
                            Senior Vice President and Secretary


<PAGE>


                      INSTRUCTIONS FOR SIGNING PROXY CARDS

The following  general rules for signing proxy cards may be of assistance to you
and may help avoid the time and expense  involved in validating your vote if you
fail to sign your proxy card properly.

1.   INDIVIDUAL  ACCOUNTS:   sign  your  name  exactly  as  it  appears  in  the
     registration on the proxy card.

2.   JOINT  ACCOUNTS:  either party may sign,  but the name of the party signing
     should  conform  exactly to a name shown in the  registration  on the proxy
     card.

3.   ALL OTHER ACCOUNTS:  the capacity of the individual  signing the proxy card
     should be indicated unless it is reflected in the form of registration. For
     example:

        Registration                                         Valid Signature

      CORPORATE ACCOUNTS

        (1)  ABC Corp............................  ABC Corp. John Doe, Treasurer
        (2)  ABC Corp............................  John Doe, Treasurer
        (3)  ABC Corp. c/o John Doe..............  John Doe, Treasurer
        (4)  ABC Corp. Profit Sharing Plan.......  John Doe, Trustee

      PARTNERSHIP ACCOUNTS

        (1)  The XYZ Partnership................. Jane B. Smith, Partner
        (2)  Smith and Jones, Limited
                Partnership...................... Jane B. Smith, General Partner

      TRUST ACCOUNTS

        (1)  ABC Trust..........................  Jane B. Doe, Trustee
        (2)  Jane B. Doe, Trustee
                u/t/d 12/28/78..................  Jane B. Doe, Trustee

     CUSTODIAL OR ESTATE ACCOUNTS

        (1)  John B. Smith, Cust. f/b/o John B. Smith, Jr.
               UGMA/UTMA........................  John B. Smith
        (2)  Estate of John B. Smith............  John B. Smith, Jr., Executor




<PAGE>


                       EMERGING MARKETS GROWTH FUND, INC.
         PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
          FOR THE MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 30, 2000

                                      PROXY

The undersigned  hereby appoints  Roberta A. Conroy,  Nancy  Englander,  Shaw B.
Wagener and Peter C. Kelly, and each of them, his/her true and lawful agents and
proxies with full power of  substitution in each to represent the undersigned at
the  aforesaid  Meeting  of  Shareholders  to be  held  at  11100  Santa  Monica
Boulevard,  Los Angeles,  California,  USA 90025 on Monday,  October 30, 2000 at
8:30 a.m., on all matters coming before said meeting.

Please execute,  sign and return this proxy. When properly executed,  it will be
voted  exactly as you  instruct.  If you sign and  return  this  proxy,  without
otherwise completing it, your shares will be voted FOR the proposals.

                    VOTE VIA THE INTERNET: https://vote.proxy-direct.com
                    ------------------------------------------------------------
                    CONTROL NUMBER:
                    ------------------------------------------------------------




                    NOTE:  Please sign  exactly as your  name(s)  appear on this
                    card. Joint owners should each sign individually.  Corporate
                    proxies  should  be  signed  in  full  corporate  name by an
                    authorized officer. Fiduciaries should give full titles.


                    ____________________________________________________________
                    Signature

                    ____________________________________________________________
                    Signature

                    ____________________________________________________________
                    Date


<PAGE>


THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" THE NOMINEES IN ITEM 1 AND "FOR" ITEMS 2 THROUGH 5.

1.   ELECTION OF DIRECTORS  |_|  For all  |_|  Withhold all  |_|  For All Except

     01  R. Michael Barth       06  Beverly L. Hamilton    11  William Robinson
     02  Collette D. Chilton    07  Raymond Kanner         12  Aje K. Saigal
     03  Nancy Englander        08  Marinus W. Keijzer     13  Patricia A. Small
     04  David I. Fisher        09  Hugh G. Lynch          14  Walter P. Stern
     05  Khalil Foulathi        10  Helmut Mader           15  Shaw B. Wagener

     To withhold  your vote for any  individual  nominee,  mark the "For All
     Except" box and write the nominee's number on the line provided below.

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

2.   To approve a proposal to amend the Fund's  fundamental  investment policy
     to permit  increased  investments  in the securities of any single issuer
     with respect to 25% of the Fund's assets, and to amend the Fund's By-laws
     to reflect such amendment;

                         |_|  For          |_|  Against           |_|  Abstain

3.   To approve a proposal to amend the Fund's  fundamental  investment policy
     concerning  ownership of voting  securities  to permit  ownership of more
     than 10% of the outstanding  voting  securities of any single issuer with
     respect to 25% of the Fund's  assets,  and to amend the Fund's By-laws to
     reflect such amendment;

                         |_|  For          |_|  Against           |_|  Abstain

4.   To approve a proposal  to amend the Fund's  fundamental  investment  policy
     concerning loans to clarify existing  restrictions and to permit securities
     lending, and to amend the Fund's By-laws to reflect such amendment; and

                         |_|  For          |_|  Against           |_|  Abstain

5.   To  ratify  the  selection  by  the  Board  of  Directors  of the  Fund  of
     PricewaterhouseCoopers  LLP as independent  public  accountants of the Fund
     for the fiscal year ending June 30, 2001

                         |_|  For          |_|  Against           |_|  Abstain


                                    IMPORTANT

Shareholders  can help the Fund  avoid the  necessity  and  expense  of  sending
follow-up letters by promptly signing and returning this Proxy.

             PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING



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