Emerging Markets Growth Fund Inc – ‘DEFA14A’ on 5/21/97

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Amended Definitive Proxy Statement                    35    110K 

Document Table of Contents

DEFA14A
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act

(Amendment No. __)

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[ ]    Preliminary Proxy Statement                                        
[X]    Definitive Proxy Statement                                         
[ ]    Definitive Additional Materials                                    
[ ]    Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a.12

Emerging Markets Growth Fund, Inc.
(Name of Registrant as Specified in its Charter)

Roberta A. Conroy, Esquire
Capital International Inc.
11100 Santa Monica Boulevard, 15th Floor
 Los Angeles, California 90025
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check appropriate box):                                  

[X]    No filing fee required                                             
[ ]    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or        
 14a-6(j)(2) or per Investment Company Act Rule 20a-1(c)
 [ ]    $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).                                          
[ ]    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*/:

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

(4)   Proposed maximum aggregate value of transaction:      

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

        */    Set forth the amount on which the filing fee is calculated and
state how it was determined.                    

 [ ]    Check box if any part of the fee is offset as  provided  by Exchange
          Act Rule  O-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 No.:                   
(3)   Filing Party:                                         
(4)   Date Filed:                                           

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May 20, 1997                                                                    

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 June 27, 1997, in Los Angeles.  It is very important that
you read this material, cast your vote on the enclosed blue 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 Carita  O'Connor  at  310-996-6156  if you plan to
attend.                                                                         

Thank you.                                                    

               ROBERTA A. CONROY
                                 Senior Vice President and Secretary

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EMERGING MARKETS GROWTH FUND, INC.
------------------

 NOTICE OF MEETING OF SHAREHOLDERS
 JUNE 27, 1997

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

         A Meeting of  Shareholders  of Emerging  Markets Growth Fund, Inc. (the
"Fund") will be held at the offices of The Capital Group  Companies,  Inc.,  333
South Hope Street,  55th Floor,  Los Angeles,  California,  on Friday,  June 27,
1997, at 8:30 a.m., local time, to consider and vote on the following  proposals
described under the corresponding numbers in the accompanying Proxy Statement:  

(1)      To elect a board of fourteen (14) Directors;         

         (2)      To approve a proposal to increase the authorized capital stock
              of the Fund from 200 million shares to 400 million shares;

       (3)      To approve a proposal to convert the Fund from closed-end to
open-end, "interval fund" status;           

         (4)      If Proposal 3 is approved,  to approve a proposal amending the
                 Articles of  Incorporation of the Fund to reflect the ability
              of the Board of  Directors to  increase  or  decrease  the
authorized capital stock of the Fund;       

        (5)      If  Proposal 3 is  approved,  to approve a proposal  amending
                 certain provisions regarding the  redeemability of the Fund's
                shares in the  Articles  of  Incorporation  to  reflect  the
                 ability of the Board of Directors to set standards, from time
           to time,  applicable  to the redemption of Fund shares;

       (6)      If Proposal 3 is approved,  to approve a proposal to amend a
              fundamental investment policy to permit the Fund to borrow
                from a bank for  temporary or emergency purposes in  amounts
               not exceeding 5% of its assets, based on current value, and
                amending  the By-laws of the Fund to reflect such amendment;

         (7)      To approve a proposal to terminate the existing  shareholders'
                  agreement,  and to amend  the  Articles  of  Incorporation  by
                 incorporating  the  restrictions on  the  transferability  of
            shares currently provided under the Fund's shareholder's
agreement;                                  

         (8)      To ratify the  selection by the Board of Directors of the Fund
                  of Price  Waterhouse LLP as independent  public accountants of
          the Fund for the fiscal year ending June 30, 1997; and

       (9)      To transact such other business as may properly come  before
the Meeting.                                

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         The Board of Directors  has fixed the close of business on May 2, 1997,
as the record date for the  determination of shareholders  entitled to notice of
and to vote at the Meeting.                                                     

         The proposed  business  cannot be  conducted at the Meeting  unless the
holders of a majority of the shares of the Fund  outstanding  on the record date
are present in person or by proxy. Therefore, PLEASE MARK, DATE, SIGN AND RETURN
THE ENCLOSED PROXY,  WHICH IS SOLICITED BY THE BOARD OF DIRECTORS.  THE PROXY IS
REVOCABLE,  AND YOUR SIGNING WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE
EVENT THAT YOU ATTEND THE MEETING.                                              

                                        By Order of the Board of Directors

                                         ROBERTA A. CONROY
                                         Senior Vice President and Secretary
Los Angeles, California                                                         
May 20, 1997                                                                    

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

 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, Los Angeles, California 90025)
------------------

 PROXY STATEMENT
 MEETING OF SHAREHOLDERS
 JUNE 27, 1997

         The  enclosed  Proxy is solicited by the Board of Directors of the Fund
in  connection  with the Meeting of  Shareholders  to be held on June 27,  1997.
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 of
Shareholders  in accordance  with the directions  indicated on such Proxy. IF NO
DIRECTIONS ARE INDICATED, THE PROXY WILL BE VOTED "FOR" THE 14 PERSONS SET FORTH
IN PROPOSAL 1 AND "FOR"  PROPOSALS 2 THROUGH 8. 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 Proxy was first mailed to
shareholders on or about May 20, 1997.                                          

         At the close of business  on May 2, 1997,  the record date fixed by the
Board of Directors for the  determination of shareholders  entitled to notice of
and to vote at the Meeting, there were outstanding 185,969,913.39 shares of     
capital                                                                         
stock,  the only  authorized  class of  securities  of the Fund.  Each  share is
entitled to one vote. There is no provision for cumulative voting. The following
owners of record  were known by the Fund to own  beneficially  5% or more of the
outstanding  shares of the Fund:  The Chase  Manhattan  Bank as Trustee  for the
General Motors Employees Global Group Pension Trust, The Chase Manhattan Bank as
Trustee for the IBM Retirement Plan Trust, and Pensioenfonds PGGM.              

     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 persons 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.  On proposal 1, the    
abstentions and broker non-votes shall have no effect; the fourteen nominees    
receiving the largest number of votes will be elected.  On proposals 2 through  
7, 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 voting against the proposals.  On proposal 8, abstentions   
and broker non-votes will not be counted as "votes cast" and will have no       
effect on the result of the vote.                                               

         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.                                                                    

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1.       ELECTION OF DIRECTORS                                                  

         Fourteen  Directors  are to be  elected  at the  Meeting,  each to hold
office  until his or her  successor  is  elected  and  qualified.  The  fourteen
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 Khalil  Foulathi,  Raymond Kanner,  John G. McDonald and Shaw B.
Wagener were elected by the shareholders at their last meeting on June 21, 1994.
Mr.  Foulathi was elected by Directors on June 17, 1996;  Mr. Kanner was elected
by  Directors  on January  20,  1997;  and  Professor  McDonald  was  elected by
Directors  on June 21,  1994.  Mr.  Wagener has been  nominated  by the Board of
Directors and has agreed to serve as Director if elected.                       

         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.                                             

                                                        [Enlarge/Download Table]
                                                                                                              

                                Current Principal                                                             
                                  Occupation and                                                 Shares of the
                                    Principal         Year      Memberships on Boards of             Fund     
Name of Nominee                     Employment        First    Other Registered Investment       Beneficially 
(Position with Fund)              During Past 5     Elected a    Companies and Publicly           Owned as of 
and Date of Birth                    Years #         Director        Held Companies               May 2, 1997 
-----------------                    --------       ---------       ----------------              ----------- 

Khalil Foulathi 3, 5        Executive Director,       1996        Thuraya Satellite                   -0-     
(Director)                  Evaluation and                        Telecommunications Co.                      
05/20/51                    Followup Dept., Abu                                                               
                            Dhabi Investment                                                                  
                            Authority                                                                         

Nancy Englander*            Vice President,           1991                                           6,748    
(President and              Capital International,                                                            
Director)                   Inc.                                                                              
08/12/44                                                                                                      

David I. Fisher*            Chairman of the           1986        EuroPacific Growth Fund           11,197    
(Vice Chairman of the       Board, The Capital                    New Perspective Fund                        
Board)                      Group Companies,                                                                  
09/17/39                    Inc.                                                                              

Beverly L. Hamilton 2, 3    President,                1991        Connecticut Natural Gas            9,869    
(Director)                  ARCO Investment                         Company                                   
10/19/45                    Management                            MassMutual Institutional Funds              
                            Company                               United Asset Management Corp.               

                                   2                                                                          

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Raymond Kanner 1, 3         Senior Investment         1997                                            -0-     
(Director)                  Manager, IBM                                                                      
05/29/53                    Retirement Funds;                                                                 
                            previously Manager,                                                               
                            IBM Credit                                                                        
                            Corporation                                                                       

Marinus W. Keijzer 2, 3, 5  Chief Economist &         1986                                            -0-     
(Director)                  Strategist,                                                                       
07/20/38                    Pensioenfonds                                                                     
                            PGGM                                                                              

Hugh G. Lynch 2             Managing Director,        1988        Morgan Grenfell Investment          -0-     
(Director)                  International                           Trust                                     
10/23/37                    Investments, General                                                              
                            Motors Investment                                                                 
                            Management                                                                        
                            Corporation                                                                       

Helmut Mader 3, 5           Director, Deutsche        1986+                                           -0-     
(Director)                  Bank AG                                                                           
08/05/42                                                                                                      

Teresa E. Martini 1, 3      Vice President, Public    1991                                            -0-     
(Director)                  Equity, AT&T                                                                      
06/18/56                    Investment                                                                        
                            Management                                                                        
                            Corporation                                                                       

John G. McDonald 1, 3       The IBJ Professor of      1994        The American Funds Group          18,327    
(Director)                  Finance, Graduate                       (Director/Trustee of 6 funds)4            
05/21/37                    School of Business,                   Scholastic Corp.                            
                            Stanford University                   Trinet Corp.                                
                                                                  Varian Associates, Inc.                     

William Robinson 3, 5       Director,                 1986        Diamond Trust Bank Kenya Ltd.       -0-     
(Director)                  Aga Khan Fund for                     The Jubilee Insurance Company               
07/20/38                    Economic                                Ltd. (Kenya)                              
                            Development                           Nation Printers & Publishers                
                                                                  New Jubilee Insurance Company               
                                                                    Ltd. (Pakistan)                           
                                                                  TPS Holdings Ltd.                           

Patricia A. Small 1, 3      Treasurer, The            1991                                            -0-     
(Director)                  Regents of the                                                                    
12/28/45                    University of                                                                     
                            California                                                                        

                                   3                                                                          

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Walter P. Stern*            Chairman of the           1991        The American Funds Group          16,568    
(Chairman of the            Board, Capital Group                    (Director/Trustee of 7 funds)4            
Board)                      International, Inc.                   Temple-Inland, Inc.                         
09/26/28                                                                                                      

Shaw B. Wagener*            Executive Vice                                                            -0-     
(Executive Vice             President and                                                                     
President)                  Director, Capital                                                                 
07/01/59                    International, Inc.                                                               


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

#        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 Capital  International,  Inc. (the  "Manager") or the
  parent company of the Manager, The Capital Group Companies, Inc.

+        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 is  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 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 law 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.                                               

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4         The American Funds Group consists of 28 funds which are managed by an 
affiliate of the Manager.                                   

5         Is a foreign  national living outside the United States.  It may be   
        more difficult to obtain judgments against Directors who are foreign
nationals living outside the United States.                 

         The Fund does not currently pay any compensation to its Directors.** In
the future,  however,  the Fund may determine that compensation to its Directors
is  warranted.  The Fund pays the expenses of  attendance at Board and Committee
meetings for the Directors who are not affiliated with the Manager.             

         There were three Board of  Directors  meetings,  three Audit  Committee
meetings,  one Contracts Committee meeting, and one Nominating Committee meeting
during the  fiscal  year ended June 30,  1996.  All of the  incumbent  Directors
attended at least 75% of the total  meetings of the Board and of the  committees
of which they were members.                                                     

---------------------                                                           
** Professor  McDonald received $153,800 in total compensation (all of which was
voluntary  deferred  compensation) from six funds managed by an affiliate of the
Manager for the calendar year ended December 31, 1996.                          

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                                                        [Enlarge/Download Table]


                             Other Executive Officers                                 

                                                                                      
          Name                                                               Officer  
(Position with Fund)                                                      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                           Vice President,                    1993    
(Treasurer)                          Capital International, Inc.                      
02/13/61                                                                              

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

Peter C. Kelly                             Senior Counsel,                    1996    
(Vice President)                  The Capital Group Companies, Inc.                   
01/28/59                    (previously associated with Latham & Watkins              
                                           for seven years)                           

Victor D. Kohn                        Executive Vice President,               1996    
(Vice President)                   Capital Research International                     
09/23/57                                                                              

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

Steven N. Kearsley                  Vice President and Treasurer,             1986    
(Vice President)               Capital Research and Management Company                
09/29/41                                                                              

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

(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.            

         No  officer,   Director  or  employee  of  the  Manager   receives  any
remuneration  from the Fund.  All officers  and  Directors as a group (21) owned
beneficially less than 1% of the shares of the Fund outstanding on May 2, 1997. 

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2.       APPROVAL OF A PROPOSAL TO INCREASE THE AUTHORIZED CAPITAL              
STOCK OF THE FUND FROM 200 MILLION SHARES TO 400 MILLION      
SHARES                                                        

         The Board of  Directors  proposes to increase  the  authorized  capital
stock of the Fund from Two Hundred Million  (200,000,000) shares to Four Hundred
Million  (400,000,000)  shares.  The Fund's Articles of Incorporation  currently
limit  the  issuance  of  authorized  capital  stock of the Fund to Two  Hundred
Million  (200,000,000) shares. The Fund's Articles of Incorporation also empower
the Board of Directors to authorize  the issuance from time to time of shares of
capital  stock,  subject  to  limitations  set forth in the Fund's  Articles  of
Incorporation,  By-laws,  or in the  General  Corporation  Law of the  State  of
Maryland, where the Fund is incorporated.  Under Maryland law, an increase in   
the Fund's capital stock requires shareholder approval.                         

RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

         Management and the Board of Directors  believes that it is advisable to
increase the  authorized  capital  stock of the Fund in order to make  available
additional shares of the Fund to meet foreseeable  requirements for future sales
of shares to investors and shares purchased through the reinvestment of dividend
and capital gain distributions.  Therefore, it is proposed that Article V of the
Articles of Incorporation be amended to read as follows:                        

"The total number of shares of capital stock of the     
 Corporation heretofore authorized was Two Hundred Million
    (200,000,000) shares of the par value of One Cent ($.01) per
    share and the aggregate par value of $2,000,000. As amended,
      the  total  number  of  shares  of  capital  stock  which  the
      Corporation  shall  have  authority  to issue is Four  Hundred
      Million  (400,000,000)  shares  of the par  value  of One Cent
      ($.01)   per  share  and  of  the   aggregate   par  value  of
$4,000,000."                                            

Approval of the proposal to increase the  authorized  capital  stock of the Fund
requires the affirmative vote of 66-2/3% of all votes entitled to be cast.      

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT                  
YOU VOTE "FOR" THE PROPOSED AMENDMENT TO INCREASE THE CAPITAL                   
STOCK OF THE FUND.                                                              

3.       APPROVAL OF A PROPOSAL TO CONVERT THE FUND FROM CLOSED-END             
TO OPEN-END, "INTERVAL FUND" STATUS                           

         At a meeting of the Board of Directors  held on January 20,  1997,  the
Board  of  Directors,  including  a  majority  of  those  Directors  who are not
"interested  persons"  of  the  Fund,  as  defined in  Section  2(a)(19) of the 
Investment  Company Act  of 1940 (the "1940 Act")  considered and  approved the 

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submission to  shareholders of a proposal to convert the Fund from closed-end to
open-end  "interval fund" status (the "Proposal").  Shareholders of the Fund are
now being  asked to  consider  the  Proposal  and to  consider  related  matters
approved by the Board arising in connection with the conversion.  Implementation
of the Proposal and the  effectiveness  of the Fund's change of status under the
1940 Act are contingent  both upon the approval by the  shareholders of the Fund
and obtaining the necessary  exemptive  relief from the  Securities and Exchange
Commission (the "Commission") to effectuate the Proposal.  Currently, no open-  
end interval fund exists.  The Fund cannot operate as an open-end interval fund 
until exemptive relief is granted by the Commission.  There is no assurance     
that the Commission will grant the requested exemptive relief.                  

A.       BACKGROUND OF THE PROPOSAL                                             

         At the time  the Fund was  organized  in 1986,  it  elected  closed-end
status,  principally because it was believed that the closed-end fund format was
the most  appropriate  for the Fund's  investment  program,  given the  relative
newness of the emerging  securities  markets and the anticipated  illiquidity of
the Fund's  investments in many emerging  market  securities.  Because shares of
closed-end funds that trade on stock exchanges frequently trade at a discount to
net asset value,  it was further  determined that listing the Fund's shares on a
regular  stock  exchange  was not  appropriate  for this  type of  institutional
investment  product. A fundamental concern with the Fund's current structure has
been the lack of liquidity for shareholders with respect to their investments in
the Fund. A limited form of liquidity  for Fund shares has been  provided by the
Fund's  ability to conduct  periodic  tender  offers for its  shares.  Under the
Fund's  tender offer policy these tender offers are limited in amount to no more
than 5% of the Fund's outstanding shares on a quarterly basis,  subject to Board
approval. The Fund has conducted only one tender offer, in 1991.                

         Tender offers by closed-end funds, which are governed extensively under
the Securities Exchange Act of 1934 (the "1934 Act"), are relatively  cumbersome
and costly  undertakings,  and impose  greater  restrictions  and costs than are
applicable to the  redemptions  effected by an open-end  fund.  The tender offer
mechanism  has been  designed  principally  to help listed  closed-end  funds to
minimize the discount at which their  shares often trade,  a situation  which is
not relevant to the Fund because the Fund's shares do not trade on an exchange  
(although they are nominally listed on the Luxembourg Stock Exchage). Moreover, 
tender offers generally are made for limited amounts of shares.  If             
more shares are  tendered for  repurchase  than have been                       
authorized  by the  Board,  i.e.,  5% of  outstanding  shares,  the Fund is only
required to accept such tenders on a pro rata basis. In addition, the discretion
granted to directors in determining  whether to conduct the tender offer results
in a lack of  predictability  for  investors  as to whether a tender  offer will
occur.  Accordingly,  tender  offers by the Fund are an awkward means to achieve
limited liquidity.                                                              

         Currently,  tender offers cannot be made with  sufficient  frequency or
for a sufficiently large percentage of the Fund's shares to provide  shareholder
liquidity  comparable to what would be available if the Fund offered  redeemable
securities. Under certain market conditions, particularly in the event that Fund
shareholders should wish to liquidate a significant portion of their holdings in
the Fund, an active  secondary  market in the Fund's shares could  develop.  The
Fund's  shares  could  trade in any such  market at a discount or premium to net
asset value.  Periodic  redeemability would give shareholders the assurance that
their  investment can be liquidated at net asset value within a predictable time
frame.                                                                          

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         Since the Fund's  organization  and election of the closed-end  format,
developments in emerging securities markets,  regulatory developments suggesting
that a strict legal dichotomy  between  open-end and closed-end funds may not be
required  to protect  investors,  and the desire of its  significantly  expanded
sophisticated shareholder base to improve overall liquidity of the Fund's shares
have led  management of the Fund and the Board to conclude that a different form
of organization for the Fund would be more appropriate.  The Board has therefore
determined  to request  exemptive  relief  from the  Commission  to permit it to
operate as an open-end interval fund.                                           

         Management  of the Fund believes  that the  composition  of its current
portfolio,  the  increased  number of  shareholders,  and the  evolution  of the
emerging  markets  over the last ten years permit the Fund to provide a level of
liquidity for its  shareholders  that was not possible at the Fund's  inception.
Under the current  system for  providing  the Fund's  shareholders  with limited
liquidity for their investments in the Fund, there is no guarantee that the Fund
will make a tender offer at the time a shareholder needs or wants liquidity,  or
that a shareholder  will be able to liquidate all of the Fund shares it may wish
to liquidate in response to an offer.  In addition,  the tender offer  mechanism
involves  costs and delays  which may  influence  the  decision  of the Board to
conduct  tender  offers on a regular or  frequent  basis.  If a small  number of
shares is expected to be tendered,  the Board may consider that, given the fixed
costs  involved in conducting a tender offer,  it would be in the best interests
of the Fund to delay the tender  offer,  until such time as a greater  number of
shares may be tendered.                                                         

         In the process of discussing  possible solutions to the current lack of
liquidity of  shareholder  interests  in the Fund, over several years,  various 
alternatives were considered,  including,  but not limited to:  conversion to a 
traditional  open-end mutual fund; retaining its status as a closed-end fund and
making regular repurchases  pursuant to Rule 23c-3 under the 1940 Act; obtaining
a stock exchange  listing for its shares;  arranging for a market maker to match
investors wishing to purchase shares with  shareholders  wishing to sell shares;
converting to a "qualified  purchaser"  fund under  Section  3(c)(7) of the 1940
Act; and conducting a tender offer for the Fund's  shares.  None of the possible
alternatives  was considered to be as advantageous as the Proposal to convert to
an open-end interval fund.                                                      

B.       THE PROPOSAL                                                           

        The Fund  proposes to convert its status  under the 1940 Act from that
of a diversified closed-end investment company to that of a diversified open-end
management  company  in the form of an  interval  fund.  The Fund proposes  to  
continue to sell its shares weekly and at the end of each month at the net asset
value per share next  determined  following  receipt of the  purchase order.    
The net asset value will be determined on the last business day of every week   
and month.                                                                      

         Under the  proposed  redemption  policy,  the Fund would stand ready to
redeem its  shares at monthly  intervals.  The Fund would  accept  shareholders'
orders to redeem shares up to and including the first calendar day of each month
(or, if any such day is not a                                                   

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business day, then the following business day) -- the Redemption  Deadline.  Any
redemption  requests  received  during the course of any calendar month would be
effective as of the next  Redemption  Deadline -- the first  calendar day of the
next month.  Redemption  prices would be  determined at net asset value         
at the close of business on                                                     
the  Redemption  Pricing Date -- the last calendar day of each month (or, if any
such day is not a business day, then the  immediately  preceding  business day).
Payment of redemptions  would be made on or before the Redemption Payment Date, 
which would be within seven calendar days of the Redemption Pricing Date (or, if
any such day is not a business day, then the following  business  day).  Thus, a
redemption  request would be effective  the first  business day of the month (on
the  Redemption  Deadline),  and  priced  on the last day of the  month,  or the
immediately  preceding  business  day if the  last  day  of the  month  is not a
business day (the Redemption Pricing Date). Proceeds would be paid no later than
one  week  after  the  Redemption  Pricing  Date.  The  Board  anticipates  that
redemption  proceeds  generally  would be paid on the business day following the
Redemption Pricing Date, under normal circumstances.                            

         The Board  would adopt a liquidity  standard  for the Fund's  portfolio
designed to permit the Fund to meet redemption requests.  The proposed liquidity
standards  would enable the Fund to be more fully  invested  between  redemption
deadlines, potentially providing greater investment returns for investors, while
at the  same  time  ensuring  that the  Fund  would be able to meet  shareholder
expectations  that any redemption  request will be honored on a timely basis. In
order  to  provide  further  assurance  that  the  Fund  would  be  able to meet
concentrated  redemption  requests,  if any,  on a  monthly  basis,  the Fund is
considering  the  possibility  of  establishing  a  committed  liquidity  credit
facility for the purpose of borrowing  money to meet  redemption  payments.  The
liquidity  line of credit  would be  utilized by the Fund only if the Fund could
not reasonably meet redemption  requests in any one month with available cash by
the Redemption Payment Date.                                                    

C.       DIFFERENCES BETWEEN FUND OPERATIONS AS A CLOSED-END                    
INVESTMENT COMPANY AND AN OPEN-END INTERVAL FUND              

         Some of the legal and practical  differences  between operations of the
Fund as a closed-end  investment  company and an open-end  interval  fund are as
follows:                                                                        

         Redeemable  Securities.   Currently,   the  Fund  is  registered  as  a
closed-end  investment  company  under the 1940 Act. As a closed-end  investment
company, the Fund is prohibited from issuing "redeemable  securities" as defined
in the 1940 Act. In contrast,  open-end  investment  companies issue  redeemable
securities.  The holders of redeemable  securities  generally  have the right to
surrender  those  securities  to the fund each business day and obtain in return
their  proportionate  share of the  fund's  net  assets,  or the cash such share
represents  (less  any  applicable  redemption  fee).  Most  mutual  funds  also
continuously  offer new  shares  based on the net  asset  value of the fund next
determined after receipt of a purchase order.  Closed-end funds typically do not
make  continuous  offerings  of  their  shares,  although  the  Fund  does  make
continuous  offerings  pursuant  to the  "shelf  registration"  rules  under the
Securities Act of 1933, as amended (the "1933 Act"). Shares of most closed-end  
funds trade on national  securities  exchanges,  although  some,  like the Fund,
trade only in over-the-counter markets.                                         

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         Liquidity Restrictions. Closed-end funds are not subject to a liquidity
restriction  under the 1940 Act.  The Fund's Board of  Directors  currently  has
authorized  investment  by the Fund of up to 10% of its total net assets in the 
aggregate                                                                       
(taken at the time of purchase) (i) in developing  country  securities  that are
not readily  marketable due to contractual  and other  restrictions on resale or
because of the absence of a secondary market ("illiquid  securities"),  and (ii)
in  securities  of  issuers  that are not  domiciled  and/or  do not have  their
principal places of business in developing countries that have qualified markets
("non-qualified  market developing country securities") (or investment companies
that invest solely in issuers  described in clause (ii)). The Fund's investment 
in  securities  of such issuers is limited to 1% of the Fund's total net assets 
(taken at                                                                       
the time of  purchase) in any one issuer and 2% of the Fund's  total net assets 
(taken at                                                                       
the time of  purchase)  in the  aggregate  in issuers  located and having  their
principal places of business in any one country.  As an open-end  interval fund,
the Fund would  adopt as a  fundamental  policy  that at least 85% of its total 
net assets                                                                      
must (i) mature by the next Redemption Payment Date, or (ii) be capable of being
sold  between  the  Redemption  Deadline  and  the  Redemption  Payment  Date at
approximately the price used in computing the Fund's net asset value.           

         Portfolio Management.  Closed-end companies may keep their assets fully
invested in accordance with their investment  objectives and may make investment
decisions without having to adjust for cash inflows and outflows from continuing
sales and redemptions of shares. As an open-end interval fund, the Fund would be
subject to a 15% limitation on investment in illiquid securities. The Fund will,
however, be able to be invested more fully in emerging securities markets than a
traditional  open-end  fund  by  not  having  to  meet  daily  redemptions.  The
irrevocability of redemption requests after the Redemption Deadline would permit
the Fund's  investment  adviser to make arrangements for the amount of liquidity
necessary  to meet  redemption  requests  effective  that  month  with the least
disruption to the Fund's portfolio.                                             

        Senior Securities and Borrowing.  The 1940 Act limits the  ability of an
open-end fund to issue senior  securities and borrow money in a more restrictive
manner than the rules  applicable  to  closed-end  funds.  However,  the Fund is
currently subject to a fundamental investment restriction providing that it will
not borrow money, except for temporary or emergency  purposes,  and in an amount
not exceeding 5% of its assets.  This restriction is comparable to the borrowing
restrictions of many open-end funds. Therefore, a change to open-end status will
not affect the Fund's investment practices.                                     

         Expenses.  The costs of operating an open-end  fund may be greater than
those of a  closed-end  fund  because  of  increased  distribution,  shareholder
servicing, transfer agency, custodial and compliance-related costs. Although the
Fund would remain an  institutionally-oriented  fund,  and  therefore  would not
incur many of the same such  expenses  as  open-end  funds  that are  offered to
retail investors, conversion to open-end interval fund status may cause the Fund
to  incur  greater  expenses  due to the  possible  cost of  borrowing  (to meet
redemptions  or for other  permitted  purposes).  The  Fund's  adviser,  Capital
International, Inc., would continue to bear any  distribution-related  expenses 
relating to the Fund.  The  Proposal may also result in the Fund  having  fewer 
assets due to redemptions.  In that case, the fixed costs of operating the Fund 
would be deducted from a smaller asset base and the loss of  economies  of scale
might result in a relative increase in other expenses, including the management 
fee paid to the Fund's adviser, which features fee "breakpoints" at  different  
asset levels.                                                                   

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        Voting Rights.  The voting rights of Fund shareholders will not change
if the Fund converts to open-end status.                                        

         Qualification as a Regulated  Investment Company.  After its conversion
to an  open-end  interval  fund,  the Fund  intends to  continue  to qualify for
treatment as a regulated  investment  company under the Internal Revenue Code of
1986, as amended.  Therefore,  it will continue to be relieved of federal income
tax on that part of its investment  company  taxable income and net capital gain
that is distributed to its shareholders.                                        

D.       CONVERSION TO AN OPEN-END INTERVAL FUND                                

         The Proposal will require for its approval the affirmative  vote of the
lesser 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. If the Proposal is approved,  the conversion would take
place only when and if the  Commission  grants  exemptive  relief to the Fund in
substantially the form requested in the Fund's Application for exemptive relief,
filed with the Commission on April 25, 1997 (SEC File No.  812-10634).  Open-end
interval  funds  currently  are not  provided  for  under  the  1940  Act or the
Commission's rules. In order to implement the Proposal, the Fund will require an
order  exempting  the Fund from certain  provisions  of the 1940 Act and certain
Commission rules thereunder.  If the Commission  declines to grant the requested
relief or is willing do so only on conditions or with  modifications that differ
substantially from the requested relief and which are unacceptable to the Fund's
Board of Directors,  the Fund will remain a closed-end  fund  notwithstanding  a
vote in favor of the Proposal by a majority of the shareholders of the Fund.    

         In the event that shareholders vote to convert the Fund from closed-end
to open-end interval fund status, a number of additional actions would need to  
be taken not only to effect the conversion of the Fund to an open-end investment
company but also to allow the Fund to operate  effectively  as an open-end fund.
The conversion of the Fund to an open-end interval fund will be accomplished by:
(i) the filing of Articles of  Amendment  and  Restatement  of the Fund with the
State Department of Assessments and Taxation of Maryland; and (ii) the filing of
an amendment to the Fund's  registration with the Commission changing the Fund's
sub-classification  under  the  1940 Act from  that of a  closed-end  investment
company  to an  open-end  investment  company in the form of an  interval  fund.
Proposals 4, 5 and 6 are being submitted to shareholders  concurrently  with the
Proposal to convert to an open-end  interval fund.  These proposals are designed
to assist in the  implementation  of the conversion and to facilitate the Fund's
operation as an open-end interval fund.  Approval of these proposals is mutually
contingent upon  shareholder  approval of the Proposal to convert the Fund to an
open-end interval  fund. If  these proposals are  approved by shareholders, the 
amendments will be reflected in the Articles of Amendment and Restatement of the
Fund in the form attached hereto as Appendix B.                                 

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E.       RECOMMENDATION OF THE BOARD OF DIRECTORS                               

         The Board of Directors  of the Fund  recommends  that the  shareholders
approve the  Proposal to convert the Fund to an open-end  management  company in
the form of an interval  fund.  The  Proposal  would  provide  shareholders  the
benefit of a fully redeemable  investment,  while permitting the Fund to be more
fully  invested in developing  country  securities  than would be the case if it
were required to maintain sufficient cash or liquid portfolio securities to meet
daily requests for redemption by Fund  shareholders.  The Fund believes that its
shareholders  benefit  from the Fund being  substantially  invested  in emerging
market securities.  The Fund could also increase its potential  shareholder base
to include  those persons who need or desire a redeemable  investment.  The Fund
proposes herein, however, to maintain its shareholder qualification requirements
(see  proposal 7 below).  The Proposal also would permit the Fund to consist of 
a portfolio that is somewhat less liquid than that of a traditional open-end    
fund.                                                                           
The  proposed  redemption  policy is  further  designed  to  permit  the Fund to
accumulate  sufficient  cash  in an  orderly  manner  to  meet  any  shareholder
redemption requests that may be made.                                           

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT                  
YOU VOTE "FOR" THE PROPOSAL TO CONVERT THE FUND FROM CLOSED-END                 
TO OPEN-END INTERVAL FUND STATUS.                                               

4.       APPROVAL OF A PROPOSAL TO AMEND THE ARTICLES OF                        
INCORPORATION TO REFLECT THE ABILITY OF THE BOARD OF          
DIRECTORS TO INCREASE OR DECREASE THE AUTHORIZED CAPITAL OF   
THE FUND.                                                     

         In  connection  with the  Proposal to convert to an  open-end  interval
fund,  the  Board  of  Directors  proposes  to  amend  the  Fund's  Articles  of
Incorporation  to reflect the  ability of the Board to increase or decrease  the
amount of authorized capital stock of the Fund without shareholder  approval, in
accordance  with  Section  2-105(c) of the  Maryland  General  Corporation  Law.
Approval of this proposal is contingent upon approval of the Proposal to convert
to an open-end interval fund. If this amendment is adopted, it will be reflected
in the Articles of Amendment and Restatement of the Fund.                       

RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

         The Board of Directors  recommends  that the  shareholders  approve the
proposal to amend the  Articles of  Incorporation  to reflect the ability of the
Board of Directors to                                                           

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increase or decrease the authorized  capital stock of the Fund without obtaining
the  approval of the  shareholders.  The  ability to  increase  or decrease  the
authorized  capital stock of an open-end fund is governed by Section 2-105(c) of
the  Maryland  General  Corporation  Law.  Section  2-105(c)  provides  that the
directors of an open-end  fund may increase or decrease the  authorized  capital
stock  of the  fund  in  their  discretion  and  without  obtaining  shareholder
approval.  Although Maryland law does not require inclusion of this authority in
the  Articles  of  Incorporation,  the Board of the Fund would  prefer  that the
Articles of Incorporation explicitly reference the Board's authority to increase
or decrease the authorized capital stock of the Fund. In the case of a decrease,
the change  cannot  affect  outstanding  shares.  An increase in the  authorized
capital  stock of the Fund  would not  dilute  shareholders'  interests  because
shares of the Fund are sold at net asset value.                                 

        Currently, as a closed-end  fund, the  Board  of  Directors  must seek
shareholder  approval of an amendment to the Fund's Articles of Incorporation to
increase or decrease  the Fund's  authorized  capital  stock (for  example,  see
proposal 2 herein).  Obtaining the requisite  shareholder approval is costly and
time consuming. The Board believes that the Fund should explicitly reference the
statutory  provisions  which allow the board of directors of an open-end fund to
increase or decrease the Fund's authorized capital without obtaining shareholder
approval.  Approval of the  proposal to amend the Articles of  Incorporation  to
reference  the  ability of the Board of  Directors  of the Fund to  increase  or
decrease the authorized  capital stock of the Fund requires the affirmative vote
of 66-2/3% of all votes entitled to be cast.                                    

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL
TO AMEND THE ARTICLES OF INCORPORATION OF THE FUND TO REFLECT THE ABILITY OF THE
BOARD OF DIRECTORS TO INCREASE OR DECREASE THE  AUTHORIZED  CAPITAL STOCK OF THE
FUND.                                                                           

5.       APPROVAL OF A PROPOSAL TO ADOPT CERTAIN CHARTER PROVISIONS             
REFLECTING THE ABILITY OF THE BOARD OF DIRECTORS TO SET       
STANDARDS APPLICABLE TO REDEMPTIONS OF FUND SHARES            

         In  connection  with the  Proposal to convert to an  open-end  interval
fund,  the Board of  Directors  proposes  to adopt  certain  charter  provisions
permitting  the  Board  of  Directors  to set  standards,  from  time  to  time,
applicable to the redemption of Fund shares.  Currently,  the Fund's Articles of
Incorporation provide that the Fund may "redeem,  purchase or otherwise acquire,
hold, dispose of, resell,  transfer,  reissue or cancel (all without the vote or
consent of the stockholders of the Corporation)  shares of its capital stock, in
any  manner  and to  the  extent  now  or  hereafter  permitted  by the  General
Corporation   Law  of  the  State  of   Maryland   and  by  these   Articles  of
Incorporation."  The Board  proposes to amend  Article  III,  paragraph 4 of the
Fund's Articles of Incorporation to allow the Fund:                             

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[t]o redeem,  purchase or otherwise acquire,  hold, dispose of, resell, 
transfer,  reissue or cancel  (all  without  the vote or consent of the 
stockholders  of the  Corporation)  shares of its capital stock, in any 
manner and to the  extent now or  hereafter  permitted  by the  General 
Corporation  Law of the State of Maryland and in  accordance  with duly 
adopted  resolutions of the Corporation's Board of Directors as adopted 
from time to time.                                                      

         It is common for open-end funds  organized  under Maryland law to refer
in their organizational  documents to the authority of their boards of directors
to adopt resolutions relating to the redeemability of fund shares.  Although the
Fund  believes that its Articles of  Incorporation  currently do not restrict it
from  offering  redeemable  securities  on  terms  established  by the  Board of
Directors,  the Board of the Fund  would  prefer  that the  Articles  explicitly
reference  the  Board's  authority  to  establish  standards  applicable  to the
redemption of the Fund's shares.  This  authority  would be relevant only if the
Fund  converts to an open-end fund because as a closed-end  fund,  the Fund does
not have the power to redeem its shares. If the amendment is adopted,  the Board
of  Directors  would have the  explicit  authority  to change the  standards  on
redemptions of Fund shares,  including,  but not limited to, imposing redemption
fees and setting minimum  amounts of  redemptions.  Approval of this proposal is
contingent upon  shareholder  approval of the Proposal to convert the Fund to an
open-end  interval fund. If this  amendment is adopted,  it will be reflected in
the Articles of Amendment and Restatement of the Fund.                          

RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

         The Board of Directors  recommends  that the  shareholders  approve the
proposal  to amend the  Articles  of  Incorporation  of the Fund to reflect  the
ability of the Board of Directors to set standards applicable to the redemptions
of Fund  shares.  Approval of this  proposal  requires the  affirmative  vote of
66-2/3% of all votes entitled to be cast.                                       

THE BOARD OF DIRECTORS OF THE FUND  UNANIMOUSLY  RECOMMENDS  THAT YOU VOTE "FOR"
THE PROPOSAL TO ADOPT CERTAIN PROVISIONS  REFLECTING THE ABILITY OF THE BOARD OF
DIRECTORS TO SET STANDARDS APPLICABLE TO REDEMPTIONS OF FUND SHARES.            

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6.       APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL INVESTMENT POLICY        
TO PERMIT THE FUND TO BORROW FROM A BANK FOR TEMPORARY OR     
EMERGENCY PURPOSES IN AMOUNTS NOT EXCEEDING 5% OF ITS ASSETS, 
 BASED ON CURRENT VALUE, AND TO AMEND THE BY-LAWS OF THE FUND TO
REFLECT SUCH AMENDMENTS                                       

         In  connection  with its  Proposal  to convert  the Fund to an open-end
interval fund, the Board of Directors proposes to amend a fundamental investment
policy  to permit  the Fund to borrow  from a bank for  temporary  or  emergency
purposes in amounts not  exceeding  5% of its  assets,  based on current  value.
Approval  of this  proposal  is  contingent  upon  shareholder  approval  of the
Proposal to convert the Fund to an open-end fund.                               

        The 1940 Act requires a registered investment company such as the Fund
to have certain specific investment  polices which  can be  changed  only  by a 
shareholder  vote. Funds may also elect to designate  additional  policies which
may be changed only by a shareholder vote. Both types of policies,  for purposes
of this  discussion,  will be referred to as "investment  restrictions."  In the
past, the Fund adopted certain investment  restrictions,  which are not required
by the 1940 Act, to reflect  regulatory,  business or industry  conditions.  The
Fund is presently subject to an investment restriction which permits the Fund to
borrow from a bank for temporary or emergency  purposes in amounts not exceeding
5% (taken  at the lower of cost or  current  value)  of its  total  assets  (not
including  the  amount  borrowed)  and to  pledge  its  assets  to  secure  such
borrowings.                                                                     

         To date,  the Fund has not borrowed in connection  with its  investment
program.  In the event  that the Fund  converts  to a  open-end  interval  fund,
management  and the Board of  Directors  believe  that a credit  facility  would
reduce  portfolio  liquidity  concerns.  The credit line could be called upon to
meet redemption requests which, due to settlement or other delays,  could not be
met with portfolio sale proceeds by the payment date.                           

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RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

         Management and the Board of Directors  believe that the 5% limit on the
amount of the permitted  borrowing should be applied to the current value of the
Fund, as opposed to the current language  requiring that the 5% limit be applied
to the lower of cost or current value of the Fund.  In order to  effectuate  the
proposed change, it is proposed that Section 2 of the Investment Restrictions as
contained in the Fund's current prospectus be amended to read as follows:       

[a]s a matter  of  fundamental  policy  the  Fund  will not . . . issue 
senior  securities  (except warrants issued to the Fund's  shareholders 
and except as may arise in connection with certain security  purchases, 
all subject to limits imposed by the  Investment  Company Act of 1940), 
borrow money  (except that the Fund may borrow (a) in  connection  with 
hedging a particular currency exposure and (b) from banks for temporary 
or emergency purposes, such borrowings not to exceed 5% of the value of 
its total  assets  (excluding  the  amount  borrowed)),  and pledge its 
assets (except to secure such borrowings);                              

         In addition, it is proposed that Article XIV, Section 1, paragraph (b)2
of the Fund's By-laws be amended to read as follows:                            

         [a]s a matter of fundamental  policy,  the  Corporation  will not . . .
         issue senior securities, except as may arise in connection with certain
         security  purchases  and  subject  to limits  imposed  by the 1940 Act,
         pledge its assets, borrow money, secured or unsecured,  except that the
         Corporation may borrow in connection with hedging a particular currency
         exposure  and except  that the  Corporation  may borrow from a bank for
         temporary  or  emergency  purposes in amounts not  exceeding  5% of the
         value of its total assets  (excluding  the amount  borrowed) and pledge
         its assets to secure such  borrowings,  and except that the Corporation
may issue warrants to its shareholders;                       

17

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         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  UNANIMOUSLY  RECOMMENDS  THAT YOU VOTE "FOR"
THE  PROPOSAL  TO AMEND A  FUNDAMENTAL  INVESTMENT  POLICY TO PERMIT THE FUND TO
BORROW FROM A BANK FOR TEMPORARY OR EMERGENCY  PURPOSES IN AMOUNTS NOT EXCEEDING
5% OF ITS ASSETS, BASED ON CURRENT VALUE AND TO AMEND THE BY-LAWS OF THE FUND TO
REFLECT SUCH AMENDMENT.                                                         

7.       APPROVAL OF A PROPOSAL TO TERMINATE THE EXISTING SHAREHOLDERS'         
AGREEMENT AND TO INCORPORATE CERTAIN RESTRICTIONS ON SHARE    
TRANSFERABILITY IN THE ARTICLES OF INCORPORATION OF THE FUND  

         The Board of Directors proposes to terminate the existing shareholders'
agreement and to incorporate certain restrictions on the transferability of Fund
shares, which are currently provided for in the shareholders'  agreement, in the
Articles  of  Incorporation  of the Fund.  If this  amendment  is  adopted,  the
restrictions on  transferability  will be reflected in the Articles of Amendment
and  Restatement  of the Fund.  This  proposal is  unrelated  to the Proposal to
convert  to an  open-end  interval  fund.  Approval  of the  termination  of the
shareholders'  agreement  requires,  by its terms,  the  written  consent of the
holders of at least  66-2/3% of the issued and  outstanding  shares of the Fund.
Accordingly,  approval of the proposal to terminate the shareholders'  agreement
and to retain certain provisions regarding  transferability of the Fund's shares
requires  the  affirmative  vote of 66-2/3% of all votes  entitled to be cast. A
vote in  favor of this  proposal  shall  constitute  the  shareholder's  written
consent to the termination of the shareholders' agreement.                      

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RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

        The Board of Directors recommends that  the shareholders  approve  the
proposal to terminate the current shareholders' agreement and to incorporate the
restrictions on  transferability  in the Articles of  Incorporation of the Fund.
The shareholders'  agreement prohibits the transfer of shares of the Fund unless
certain  conditions  are met: the transfer  must be at least  $100,000  worth of
shares,  and the transferee and its affiliates must not own more than 15% of the
Fund's  shares after giving  effect to the  transfer.  Given the Fund's  current
size,  the Board  does not feel that the 15%  limitation  serves  any  practical
purpose.   In  addition,   the  minimum   transfer  amount  of  $100,000  limits
shareholders' ability to transfer or liquidate smaller amounts of shares. If the
Fund converts to an open-end  interval fund, as proposed  herein,  the Fund does
not expect to impose a minimum redemption amount.                               

       Under the shareholders' agreement, transferees must also meet the net
worth requirements imposed on purchasers  of shares of the Fund.  The Board has 
found that the current  shareholders'  agreement has  inhibited  investment by  
certain  entities,  primarily  public  employee  funds  and  supranational      
organizations that either under  governing  state  law or  because of  internal 
policy cannot, or will not, agree to certain provisions of  the  shareholders'  
agreement.  The provision most often  found  problematic  is one  providing for 
payment of legal fees of non-defaulting  parties in the event of default by the 
shareholder. Termination of the shareholders' agreement also would eliminate the
existing prohibition against the pledge of shares found in the  shareholders'   
agreement.  The Board believes that the  shareholders'  agreement is useful     
primarily for limiting the transfer of Fund  shares  to  shareholders  who meet 
the  Fund's  self-imposed  net worth requirements.  For initial purchases,  the 
Fund is able to exercise this control by selling only to shareholders who meet  
the stated criteria.                                                            

         The  Board  believes  that it is in the best  interests  of the Fund to
continue to limit the transfer of Fund shares to those investors who satisfy the
Fund's self-  imposed  eligibility  requirements.  The Fund's  current  investor
suitability  requirements  provide  that  each  prospective  investor  that is a
"company"  (as  defined in the 1940 Act) must have total  assets in excess of $5
million,  and that each prospective investor that is a natural person must be an
"accredited investor" within the meaning of Regulation D under the 1933 Act. The
minimum  initial  purchase  required for both  companies and natural  persons is
$100,000, with a $25,000 minimum for additional investments.                    

THE BOARD OF DIRECTORS OF THE FUND  UNANIMOUSLY  RECOMMENDS  THAT YOU VOTE "FOR"
THE  PROPOSAL TO  TERMINATE  THE  EXISTING  SHAREHOLDERS'  AGREEMENT  AND TO    
INCORPORATE CERTAIN  RESTRICTIONS ON SHARE  TRANSFERABILITY IN THE ARTICLES OF  
INCORPORATION OF THE FUND.                                                      

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8.       RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT   
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 1996-97                

        Shareholders are requested to ratify  the  selection  by the  Board of
Directors (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  Price
Waterhouse LLP as  independent  public  accountants  for the Fund for the fiscal
year ended June 30,  1997.  In  addition  to the normal  audit  services,  Price
Waterhouse LLP provides  services in connection  with the preparation and review
of federal and state tax returns for the Fund.  Price  Waterhouse LLP has served
as the Fund's  independent  public  accountants since 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 Price Waterhouse
LLP is expected to attend the Meeting of shareholders  The vote of a majority of
the shares of the Fund represented at the Meeting, provided at least a quorum (a
majority of the  outstanding  shares) is represented  in person or by proxy,  is
sufficient  for the  ratification  of the selection of Price  Waterhouse  LLP as
independent public accountants for the current fiscal year.                     

THE BOARD OF DIRECTORS OF THE FUND  UNANIMOUSLY  RECOMMENDS  THAT YOU VOTE "FOR"
THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT  PUBLIC  ACCOUNTANT FOR THE
CURRENT FISCAL YEAR.                                                            

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 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 law 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.           

20

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MISCELLANEOUS                                                                   

         The  solicitation of the enclosed Proxy is made by and on behalf of the
Board of Directors of the Fund.  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 (blue  sheet) in the enclosed
envelope, which requires no postage if mailed in the United States.             

         Neither  the  persons  named in the  enclosed  Proxy  nor the  Board of
Directors  are aware of any  matters  that will be  presented  for action at the
Meeting  other than the  matters  set forth  herein.  Should  any other  matters
requiring a vote of shareholders  arise,  the proxies in the  accompanying  form
will confer upon the person or persons  entitled to vote the shares  represented
by such  Proxy a  discretionary  authority  to vote the shares in respect to any
such other matters in accordance with their best judgment in the interest of the
Fund.                                                                           

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

         A copy of the Fund's most recent annual report and  semi-annual  report
may be  obtained,  without  charge,  by writing to the  Secretary of the Fund at
11100 Santa Monica Boulevard,  15th Floor, Los Angeles,  California 90025, or by
telephoning  800/421-0180 Ext. 6245. These requests will be honored within three
business days                                                                   
of receipt.                                                                     

                                By Order of the Board of Directors

                                                 ROBERTA A. CONROY
                               Senior Vice President and Secretary

May 20, 1997                                                                    

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APPENDIX A

PROXY 

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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 JUNE 27, 1997
PROXY                                                                           

The undersigned  hereby appoints Roberta A. Conroy,  Nancy  Englander,  David I.
Fisher 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 the Offices of The Capital
Group  Companies,  Inc.,  333  South  Hope  Street,  55th  Floor,  Los  Angeles,
California on Friday,  June 27, 1997, at 8:30 a.m., on all matters coming before
said meeting.                                                                   

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 8.                       

Please sign exactly as your name or names  appear  hereon.  Joint owners  should
each sign  individually.  Corporate  proxies  should be signed in full corporate
name by an authorized officer. Fiduciaries should give full titles as such.     

1.       ELECTION OF DIRECTORS              |_|  For all     |_|  Against all   

        Nancy Englander           Marinus W. Keijzer          William Robinson
         David I. Fisher           Hugh G. Lynch               Patricia A. Small
       Khalil Foulathi           Helmut Mader                Walter P. Stern
       Beverly L. Hamilton       Teresa E. Martini           Shaw B. Wagener
Raymond Kanner            John G. McDonald                    

        |_|      Check if shareholder wishes to withhold authority to vote for
the following nominee(s):                   

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

2.       To approve a proposal to increase the authorized capital stock of the  
Fund from 200 million shares to 400 million shares            

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

3.       To approve a proposal to convert the Fund from closed-end to open-end, 
"interval fund" status                                        

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

4.       If Proposal 3 is approved, to approve a proposal amending the Articles 
        of Incorporation of  the  Fund to reflect the ability of  the Board of
       Directors to increase or decrease the authorized capital stock of the
Fund                                                          

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

5.       If Proposal 3 is  approved,  to approve a proposal  to adopt  certain  
        charter provisions reflecting the ability of the Board of Directors to
set standards applicable to redemptions of Fund shares        

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

6.       If Proposal 3 is approved, to approve a proposal to amend a fundamental
         investment  policy  to  permit  the  Fund  to  borrow  from a bank  for
         temporary  or  emergency  purposes in amounts not  exceeding  5% of its
         assets, based on current value, and amending the By-laws of the Fund to
reflect such amendments                                       

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

7.       To  approve  a  proposal  to  terminate  the  existing   shareholders' 
        agreement and to amend the Articles of  Incorporation by incorporating
        the  restrictions  on the  transferability  of Fund  shares  currently
provided under the shareholders' agreement                    

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

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8.       To ratify the selection of independent accountants                     

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

9.       In their discretion, upon other matters as may properly come before the
meeting.                                                      

                                      By:  ___________________________________
shareholder~                                    Authorized Person               
# of shares~ Shares                                                             
                                      By:  ___________________________________
                                 Authorized Person

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APPENDIX B

 ARTICLES OF AMENDMENT AND RESTATEMENT

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 ARTICLES OF AMENDMENT AND RESTATEMENT

OF

EMERGING MARKETS GROWTH FUND, INC.

Emerging Markets Growth Fund, Inc., a Maryland  corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:                                                                           

        FIRST:  The Corporation desires to amend and restate  its  charter  as
currently in effect and as hereinafter amended.                                 

         SECOND:  The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:                                 

 ARTICLE I

         Michael L. Sapir, whose post office address is 1120 Connecticut Avenue,
N.W.,  Washington,  D.C. 20036,  acted as the incorporator of this  Corporation,
under and by virtue of the  General  Corporation  Laws of the State of  Maryland
authorizing  the formation of  corporations  and with the intention of forming a
corporation. The initial Articles of Incorporation of the Corporation were filed
with the State  Department of Assessments  and Taxation of Maryland on March 10,
1986.                                                                           

ARTICLE II

NAME

   The name of the Corporation is EMERGING MARKETS GROWTH FUND, INC.

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 ARTICLE III

PURPOSE AND POWERS

         The purpose or  purposes  for which the  Corporation  is formed and the
business  or objects to be  transacted,  carried  on and  promoted  by it are as
follows:                                                                        

      (1) To conduct and carry on the business of an investment company of
the management type.                                                            

         (2) To hold,  invest  and  reinvest  its assets in  securities,  and in
connection therewith to hold part or all of its assets in cash.                 

         (3) To issue and sell shares of its own capital  stock in such  amounts
and on such terms and conditions,  for such purposes and for such amount or kind
of consideration  now or hereafter  permitted by the General  Corporation Law of
the State of Maryland and by these Articles of Amendment and Restatement, as its
Board of Directors may determine.                                               

         (4) To redeem,  purchase,  or  otherwise  acquire,  hold,  dispose  of,
resell,  transfer,  reissue or cancel  (all  without  the vote or consent of the
stockholders of the Corporation)  shares of its capital stock, in any manner and
to the extent now or hereafter  permitted by the General  Corporation Law of the
State of  Maryland  and in  accordance  with  duly  adopted  resolutions  of the
Corporation's Board of Directors as adopted from time to time.                  

         (5) To do any and all such  further  acts or things and to exercise any
and all such further powers or rights as may be necessary, incidental, relative,
conducive,  appropriate  or desirable  for the  accomplishment,  carrying out or
attainment of any of the foregoing purposes or objects.                         

         The  Corporation  shall be  authorized  to  exercise  and enjoy all the
powers, rights and privileges granted to, or conferred upon, corporations by the
General  Corporation Law of the State of Maryland now or hereafter in force, and
the  enumeration  of the  foregoing  shall not be deemed to exclude  any powers,
rights or privileges so granted or conferred.                                   

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ARTICLE IV

 PRINCIPAL OFFICE AND RESIDENT AGENT

         The post office address of the principal  office of the  Corporation in
the State of Maryland is c/o The Prentice-Hall Corporation System, Maryland, 929
North Howard Street,  Baltimore,  Maryland 21201. The name of the resident agent
of the  Corporation  in the State of Maryland is the  Prentice-Hall  Corporation
System,  Maryland,  a corporation of the State of Maryland,  and the post office
address of the resident  agent is 929 North Howard Street,  Baltimore,  Maryland
21201.                                                                          

 ARTICLE V

 CAPITAL STOCK

         The  total  number  of  shares  of  capital  stock  of the  Corporation
heretofore  authorized was Two Hundred Million  (200,000,000)  shares of the par
value of One Cent ($.01) per share and the aggregate par value of $2,000,000. As
amended, the total number of shares of capital stock which the Corporation shall
have  authority  to issue is  400,000,000  shares  of the par  value of One Cent
($.01) per share and of the aggregate par value of $4,000,000.  All shares shall
be issued on a fully-paid and non-assessable basis.                             

         In the event that the Corporation is registered as an open-end  company
under  the  Investment  Company  Act of  1940,  the  Board of  Directors  of the
Corporation may increase or decrease the aggregate  number of shares of stock or
the number of shares of stock of any class that the Corporation has authority to
issue,  from time to time as the Board of Directors shall determine,  subject to
any limits required by then applicable law.                                     

         Shares of capital  stock of the  Corporation  shall have the  following
powers,   preferences  and  rights,  and   qualifications,   restrictions,   and
limitations thereof:                                                            

                  (a) The holder of each share of stock of the Corporation shall
be  entitled  to one vote for each full share,  and a  fractional  vote for each
fractional  share  of  stock,  then  standing  in his  name on the  books of the
Corporation.                                                                    

                  (b) The shares of capital  stock,  when issued,  will be fully
paid  and  non-assessable  and  have  no  preference,   preemptive,  conversion,
exchange, or similar rights.                                                    

                  (c) The Board of  Directors  may from time to time declare and
pay  dividends or  distributions,  in stock or in cash, on any or all classes of
stock,  the amount of such dividends and  distributions  and the payment of them
being  wholly  in the  discretion  of  the  Board  of  Directors.  Dividends  or
distributions  on shares or any class of stock  shall be paid only out of earned
surplus or other lawfully available assets belonging to such class.             

                  (d) No holder of shares  of the  Corporation's  capital  stock
shall  Transfer such shares or any interest  therein to any person that does not
meet the  suitability  standards  as set  forth by  resolution  of the  Board of
Directors from time to time. "Transfer" includes any sale, assignment, transfer,
encumbrance, hypothecation, pledge or other disposition of any nature, voluntary
or  involuntary,  by  operation  of law or  otherwise,  of any  shares or of any
interest therein.                                                               

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ARTICLE VI

PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF
THE DIRECTORS AND STOCKHOLDERS

         (1) The number of Directors of the Corporation shall be one (1),  which
number  may be,  from  time to time,  increased  or  decreased  by the  Board of
Directors  by  resolution.  The names of those  Directors  who are  currently in
office at the date of these Articles of Amendment and Restatement are: Robert B.
Egelston,  Nancy  Englander,  David  I.  Fisher,  Khalil  Foulathi,  Beverly  L.
Hamilton,  Raymond  Kanner,  Marinus W.  Keijzer,  Hugh G. Lynch,  Helmut Mader,
Teresa E. Martini,  John G. McDonald,  William  Robinson,  Patricia A. Small and
Walter P. Stern.                                                                

         (2) The Board of Directors of the  Corporation  is hereby  empowered to
authorize the issuance from time to time of shares of capital stock, whether now
or hereinafter authorized,  for such consideration as the Board of Directors may
deem  advisable,  subject  to such  limitations  as may be set  forth  in  these
Articles of Incorporation or in the by-laws of the Corporation or in the General
Corporation Law of the State of Maryland.                                       

         (3) No holder of stock of the Corporation  shall, as such holder,  have
any right to purchase or  subscribe  for any shares of the capital  stock of the
Corporation or any other security of the Corporation  which it may issue or sell
(whether  out  of  the  number  of  shares   authorized  by  these  Articles  of
Incorporation,  or out of any  shares of the  capital  stock of the  Corporation
acquired by it after the issue thereof or otherwise).                           

         (4)  Each  Director  and  each  officer  of the  Corporation  shall  be
indemnified by the Corporation to the full extent  permitted by the General Laws
of the State of Maryland.                                                       

         (5) The Board of Directors of the Corporation may make, alter or repeal
from time to time any of the by-laws of the  Corporation  except any  particular
by-law which is specified as not subject to alteration or repeal by the Board of
Directors, subject to the requirements of applicable federal and state law.     

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 ARTICLE VII

 DETERMINATION BINDING

         Any determination  made in good faith, so far as accounting matters are
involved,  in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets,  obligations or
liabilities  of  the  Corporation,  as to  the  amount  of  net  income  of  the
Corporation from dividends, interest and capital gains for any period or amounts
at any time legally available for the payment of dividends,  as to the amount of
any reserves or charges set up and the propriety  thereof,  as to the time of or
purpose for creating  reserves or as to the use,  alteration or  cancellation of
any reserves or charges  (whether or not any  obligation  or liability for which
such  reserves  or charges  shall  have been  created or shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged), as
to the price of any security owned by the Corporation or as to any other matters
relating to the issuance,  sale,  redemption or other acquisition or disposition
of securities or shares of capital stock of the Corporation,  and any reasonable
determination  made in good faith by the Board of  Directors  as to whether  any
transaction  constitutes  a  purchase  of  securities  on  "margin,"  a sale  of
securities "short," or an underwriting of the sale of, or a participation in any
underwriting or selling group in connection with the public distribution of, any
securities,  shall be final  and  conclusive,  and  shall  be  binding  upon the
Corporation and all holders of its capital stock,  past, present and future, and
shares  of the  capital  stock of the  Corporation  are  issued  and sold on the
condition  and  understanding,  evidenced  by the  purchase of shares of capital
stock or acceptance of share certificates,  that any and all such determinations
shall be binding as aforesaid.  No provisions of these Articles of Incorporation
shall be effective to (a) require a waiver of  compliance  with any provision of
the Securities Act of 1933, as amended, or any other provision of law including,
if  applicable  to the  Corporation,  the  Investment  Company  Act of 1940,  as
amended,  or of any  valid  rule,  regulation  or  order of the  Securities  and
Exchange  Commission  thereunder,  or (b)  protect or  purport  to  protect  any
Director or officer of the Corporation  against any liability to the Corporation
or its  security  holders  to which he would  otherwise  be subject by reason of
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of the
duties involved in the conduct of his office.                                   

ARTICLE VIII

 PERPETUAL EXISTENCE

The duration of the Corporation shall be perpetual.           

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ARTICLE IX

 AMENDMENT

         The  Corporation  reserves  the  right  from  time to time to make  any
amendment of its charter,  now or hereafter  authorized  by law,  including  any
amendment  which  alters the  contract  rights,  as  expressly  set forth in its
charter, of any outstanding stock.                                              

        THIRD:  The   amendment  to  and   restatement   of  the  Articles  of
Incorporation  of the Corporation as hereinabove set forth has been duly advised
by the Board of Directors and approved by the shareholders of the Corporation as
required by law.                                                                

         FOURTH:  The current address of the principal office of the Corporation
is as set forth in Article IV of the foregoing amendment and restatement  of the
Articles of Incorporation.                                                      

    FIFTH:  The name and address of the Corporation's current resident
agent is as set forth in Article IV of the foregoing amendment and  restatement 
of the Articles of Incorporation.                                               

       SIXTH:  The number of Directors of the  Corporation  and the names of
those currently in office are as set forth in Article VI of the  foregoing      
amendment and restatement of the Articles of Incorporation.                     

         SEVENTH:  The  undersigned  President  acknowledges  these  Articles of
Amendment and  Restatement to be the corporate act of the  Corporation and as to
all  matters  of fact  required  to be  verified  under  oath,  the  undersigned
President  acknowledges  that to the  best  of his  knowledge,  information  and
belief,  these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.                              

         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment  and  Restatement  to be signed  in its name and on its  behalf by its
President and attested to by its Secretary on this ____day of __________, 1997. 

ATTEST:                                        EMERGING MARKETS                 
                               GROWTH FUND, INC.

_______________________                        By: _________________________    
Secretary                                          President                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
		6/30/97		3		24			N-30D,  NSAR-B
		6/27/97		2		27
Filed on:		5/21/97
		5/20/97		2		25			DEF 14A
		5/2/97		4		10			DEF 14A,  PRE 14A
		4/25/97		16
		1/20/97		6		11
		12/31/96		9					N-30D,  NSAR-A
		6/30/96		9					N-30D,  NSAR-B
		6/17/96		6
		6/21/94		6
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