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:
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(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:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
( ) 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(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
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CONTROL NUMBER:
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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.
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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