Emerging Markets Growth Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

Certified Shareholder Report of

Registered Management Investment Companies

Investment Company Act File Number: 811-04692

Emerging Markets Growth Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

11100 Santa Monica Boulevard, 15th Floor

Los Angeles, California 90025

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (310) 996-6000

Date of fiscal year end: June 30

Date of reporting period: December 31, 2009

Nelson N. Lee

Capital International, Inc.

11100 Santa Monica Boulevard, 15th Floor

Los Angeles, California 90025

(Name and Address of Agent for Service)

Copies to:

Rob Helm, Esq.

Dechert LLP

1775 I Street, N.W.

Washington, DC 20006-2401

(Counsel for the Registrant)

ITEM 1 – Reports to Stockholders

[logo - Capital International®]

Emerging Markets Growth FundSM

Seeks long-term growth of capital by

investing in companies operating in

developing countries around the world

[cover: global map]

Semi-annual report for the six months ended December 31, 2009

Dear shareholders:

Emerging markets stocks extended the broad rally that began in March as the global economy showed signs of recovery, spurred by robust growth in parts of Asia. For the six-month period ended December 31, 2009, the net asset value of the Emerging Markets Growth Fund rose 29.9%, with distributions reinvested, while its benchmark, the MSCI Emerging Markets Investable Market Index (IMI), gained 32.1%.

Resurgent demand for raw materials, particularly in China, lifted commodity prices. Crude oil neared $80 a barrel by the end of the year, climbing from about $60 in July, while prices for gold and other metals rose sharply. Most markets registered double-digit gains, with commodity-rich Russia, Brazil and Indonesia leading the way. The information technology sector posted the best return, followed by materials, the consumer areas and financials.

Market review

Data released in the second half of 2009 showed that many developing economies had weathered the financial crisis better than their developed market counterparts. The International Monetary Fund estimated that GDP growth in developing economies would average 1.7% in 2009, led by a 6.2% expansion in developing Asia. Developed economies, on the other hand, were expected to contract 3.4%.

Stock markets rose sharply in July as earnings reports indicated that corporate profits had begun to improve, with many companies benefiting from cost-cutting measures as well as early signs the global economy was turning a corner. Concerns that China might begin to tighten credit led to a slight pullback in August. Markets rallied in September, paused in October, then edged back up in November, though apprehension over an attempted debt renegotiation by state-owned investment company Dubai World rattled investors. Stocks ended December on a high note, pushing the MSCI Emerging Markets IMI’s gains for the calendar year past 80%.

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Results at a glance

For periods ended December 31, 2009, with distributions reinvested
	Total returns						Average annual total returns
																Lifetime
																(since
	6 months			1 year			3 years			5 years			10 years			5/30/86)
Emerging Markets Growth Fund		29.9	%		77.8	%		7.6	%		18.6	%		9.9	%		17.4	%
MSCI Emerging Markets IMI1		32.1			82.4			5.5			15.8			9.9			12.9	3
MSCI Emerging Markets Index2		31.2			78.5			5.1			15.5			9.8			12.8	3

1Returns for the MSCI Emerging Markets IMI were calculated using the MSCI Emerging Markets Index with gross dividends from December 31, 1987 to December 31, 2000, and with net dividends from January 1, 2001 to November 30, 2007, and using the MSCI Emerging Markets Investable Market Index (IMI) with net dividends thereafter. The indices are unmanaged and do not reflect the effect of sales charges, commissions or expenses.

2Reflects gross dividends through December 31, 2000 and net dividends thereafter.

3The MSCI Emerging Markets Index did not start until December 31, 1987. As a result, the IFC Global Composite Index was used in lieu of the MSCI Emerging Markets Index from May 30, 1986 to December 31, 1987.

Percentage changes for markets and sectors are based on the MSCI EM IMI, with net dividends reinvested, and are for the period ended December 31, 2009, unless otherwise noted. All returns and stock prices are reflected in U.S. dollars, unless otherwise noted.

Fund results shown in this report are for past periods and are not predictive of results for future periods. The results shown are before taxes on fund distributions and sale of fund shares. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. Investing for short periods makes losses more likely. Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value. For current information and month-end results, please call 800/421-0180, ext. 96245. Investing in developing markets involves additional risks, such as significant currency and price fluctuations, political instability, differing securities regulations and periods of illiquidity, which are detailed in the fund’s prospectus.

[End Sidebar]

Technology stocks were up 46%, supported by rising prices for semiconductor chips following a prolonged slump. Samsung Electronics reported that its third-quarter earnings had tripled from a year earlier to more than $3 billion; the company’s ordinary shares climbed 48% for the six-month reporting period. Indian technology services providers strengthened, as companies won new business in key Western markets. Chinese Internet companies benefited as well, thanks to the rapid expansion of Web use throughout the country. In other areas of technology, battery manufacturers for hybrid cars also registered steep share price gains.

Materials and energy stocks jumped as commodities bounced back, led by Brazilian iron ore producer Vale and oil heavyweight Petrobras. Consumer stocks profited from investor expectations that demand would steadily rise in developing economies. Automotive industries continued to boom, with sales in China and India doubling in November from a year earlier. In South Korea, Hyundai Motor realized impressive numbers, and LG Chem climbed as the company finalized a joint venture with Hyundai Mobis to produce lithium-ion batteries for hybrid cars. India’s Tata Motors rose more than 180% after the company’s July delivery of the Nano. With a retail price just above US$2,000, the Nano is billed as the world’s most inexpensively produced car.

Shares of many financial companies advanced, led by Brazilian banks. A decline in official interest rates and an expansion of credit demand boosted profits for major institutions such as Banco Itaú and Banco Bradesco. Shares of Turkish banks rose on the back of falling interest rates and investor expectations of a pickup in economic growth. Korean banks also benefited from renewed economic hopes and lower interest rates, with Shinhan Financial and Korea Exchange Bank reporting sharply higher third-quarter profits amid wider lending margins.

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10 largest equity holdings
	Percent of net assets as of 12/31/09			Percent of price change for the 6 months ended 12/31/09*
Samsung Electronics		3.0	%		47.6	%
Reliance Industries		2.4			10.3
OAO Gazprom		2.3			22.0
China Shenhua Energy		2.1			31.8
América Móvil		2.0			21.3
Industrial and Commercial Bank of China		2.0			17.7
Sasol		2.0			14.3
Vale		1.9			61.7
LG Chem		1.7			57.0	†
Bharti Airtel		1.5			–15.1
Total		20.9	%
*The percent change is reflected in U.S. dollars. The actual gain or loss on the total position in the fund may differ from the percentage shown.
† The security was purchased by the fund during the 6 months ended December 31, 2009. The percentage reflects the number of days the security was held by the fund.

[End Sidebar]

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Where the fund’s assets were invested
	Percent of net assets									MSCI EM IMI1						Value of holdings 12/31/09
	12/31/08			6/30/09			12/31/09			6/30/09			12/31/09			(in thousands)
Asia-Pacific
China		19.2	%		19.1	%		18.2	%		19.0	%		17.7	%	$	2,511,480
Hong Kong		1.0			1.1			.7			—			—			98,037
India		7.8			9.7			9.3			8.0			8.0			1,291,133
Indonesia		2.3			2.1			2.3			1.7			1.8			317,320
Malaysia		2.7			3.0			3.5			3.0			2.7			481,690
Pakistan		—			.1			.1			—			—			10,359
Philippines		1.0			1.1			1.1			.5			.5			158,918
Singapore		1.1			.8			.9			—			—			121,150
South Korea		7.3			7.8			10.1			12.5			12.8			1,389,839
Sri Lanka		.1			.1			.1			—			—			9,348
Taiwan		7.0			6.2			6.9			12.6			12.6			957,450
Thailand		2.0			1.7			1.9			1.5			1.5			260,453
Vietnam		.1			.1			.1			—			—			7,921
		51.6			52.9			55.2			58.8			57.6			7,615,098
Latin America
Argentina		.4			.1			.1			—			—			16,705
Brazil		11.1			11.5			12.5			13.8			15.7			1,724,506
Chile		1.8			1.3			.8			1.6			1.4			113,111
Colombia		.3			.2			—			.6			.6			1,542
Dominican Republic		—			—			—			—			—			326
Jamaica		—			.1			.1			—			—			8,447
Mexico		7.9			8.0			6.4			4.1			4.1			878,649
Peru		.1			.1			—			.5			.5			—
Venezuela		—			—			—			—			—			828
		21.6			21.3			19.9			20.6			22.3			2,744,114
Eastern Europe and Middle East
Croatia		.1			—			—			—			—			—
Czech Republic		.3			.8			.8			.5			.4			109,341
Hungary		.2			.2			—			.5			.5			—
Israel		1.6			1.2			1.5			2.9			2.8			203,754
Oman		.2			.1			.1			—			—			17,141
Poland		.7			1.1			1.1			1.1			1.3			150,736
Russia		4.0			5.2			5.1			5.4			5.7			714,774
Turkey		1.1			1.5			1.2			1.5			1.6			168,402
United Arab Emirates		—			—			.1			—			—			9,276
		8.2			10.2			9.9			11.9			12.3			1,373,424
Africa
Egypt		1.1			.8			.4			.6			.5			53,988
Morocco		.1			.1			.1			.4			.2			11,089
South Africa		6.6			5.4			5.4			7.7			7.1			751,628
Zambia		—			—			—			—			—			2,286
		7.8			6.3			5.9			8.7			7.8			818,991
Other markets2
Australia		—			.3			.6									84,106
Canada		.2			.3			.5									68,572
Italy		.1			.5			—									—
Netherlands		.2			.2			.2									23,240
United Kingdom		.3			.3			1.4									191,839
United States of America		.6			.6			.5									72,703
		1.4			2.2			3.2									440,460
Multinational		.9			.7			.6									77,192
Other3		1.5			2.0			1.1									151,502
Other assets less liabilities (including forward currency contracts)		7.0			4.5			4.2									575,226
Total net assets		100.0	%		100.0	%		100.0	%							$	13,796,007
1 A dash indicates that the market is not included in the index. Source: MSCI.
2 Includes investments in companies incorporated in the region that have significant operations in emerging markets.
3 Includes securities in initial period of acquisition.

[End Sidebar]

China consolidated its position as one of the world’s most influential economies, with fiscal and monetary stimulus and record bank lending heavily contributing to robust growth. GDP rose to an 8.9% annualized rate in the third quarter, fueled by gains in manufacturing and exports. Toward the end of the period, Chinese authorities announced measures to stem credit expansion, including new restrictions in the real estate market, and signaled that further changes would be announced in 2010. Chinese equities, which represent about 18% of the MSCI Emerging Markets IMI, gained 20%, boosted by consumer and technology stocks.

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Percent change in key markets*
	6 months
	ended 12/31/09
	Expressed			Expressed
	in U.S.			in local
	dollars			currency
Asia-Pacific
China		20.1	%		20.1	%
India		30.1			26.3
Indonesia		40.4			29.2
Malaysia		22.3			19.1
Philippines		30.8			25.6
South Korea		35.0			23.4
Taiwan		34.4			31.1
Thailand		25.5			22.8
Latin America
Brazil		46.7			30.4
Chile		21.5			16.0
Colombia		36.1			29.4
Mexico		34.9			33.7
Peru		44.0			43.9
Eastern Europe and Middle East
Czech Republic		15.4			14.5
Hungary		46.2			41.7
Israel		27.0			23.1
Poland		49.1			34.0
Russia		40.9			37.6
Turkey		46.3			42.8
Africa
Egypt		11.2			9.2
Morocco		–13.3			–15.0
South Africa		25.5			19.7
Emerging Markets Growth Fund		29.9
*The market indices, compiled by MSCI, are unmanaged and their results include reinvested distributions, but do not reflect the effect of sales charges, commissions or expenses.

[End Sidebar]

Other Asian economies also bounced back. India’s third-quarter GDP expanded by a greater-than-expected 7.9% annualized rate, although a dry monsoon season raised concerns about decreased crop production and rising inflation. The Reserve Bank of India inched toward a tighter monetary stance in October by requiring banks to withhold more cash for government bonds. The country’s market ended the period 30% higher.

Taiwanese and South Korean stocks rose 34% and 35%, respectively, lifted in part by Chinese demand for electronics and auto parts. Taiwanese authorities relaxed restrictions on investing in technology, finance and media companies, contributing to further improvements in relations with Beijing. Indonesian stocks climbed 40% in the reporting period, supported by commodities demand and robust economic growth. For the calendar year, Indonesia’s return neared 125%.

Markets with a heavy dependence on commodities, such as Brazil and Russia, led equity gains. The currencies of many commodity-rich countries, including the Brazilian real, South African rand and Chilean peso, also appreciated significantly against the U.S. dollar. In October, Brazil imposed a 2% tax on foreign investments in an attempt to stem the appreciation of the real. Taiwan and South Korea followed suit, with Korea establishing limits on currency forward deals with exporters and Taiwan banning foreign funds from investing in time deposits. After sharp cuts earlier in the year, most central banks kept key interest rates on hold. Brazil, Turkey, South Africa, Russia and Mexico slashed rates further, however.

Brazilian stocks rose 47% over the reporting period and 135% for the calendar year, making Brazil one of the world’s strongest markets in 2009. GDP expanded by 1.3% between the second and third quarters. Shares of Vale advanced 62% amid increased iron ore prices for China and other key buyers. Meanwhile, ordinary shares of Petrobras gained 16%. Brazilian authorities proposed regulations that would allow the government to increase its stake in Petrobras and make the company the sole operator of valuable offshore oil deposits, including the Tupi field — the largest discovery in the Western Hemisphere in more than three decades.

Mexican stocks gained momentum after struggling in the first half of the year, bolstered by the approval of President Felipe Calderón’s 2010 budget in November and signs of improvement in both employment numbers and the economy. Mexican shares rallied 35%, led by Wal-Mart de México, Telmex Internacional and Fomento Económico Mexicano (FEMSA). Resource-related stocks helped support equity gains in Peru and Chile, which rose 44% and 22%, respectively.

Russia’s market advanced 41%. The economy experienced a sharp 8.9% contraction in the third quarter compared to the same period a year earlier, though the outlook for 2010 seemed to brighten. Poland’s economy grew, lifted by exports and higher private consumption growth. After falling in the first half of the year, Polish stocks soared 49%, supported by banks. Turkish stocks rose 46%, also boosted by financials. Turkey’s central bank slashed its key interest rate to 6.5%, lowering it by more than 10 percentage points since late 2008. South African equities trailed, though the nation’s economy climbed out of its first recession in 17 years amid expectations surrounding the country’s plans to host the FIFA World Cup in 2010. The Gulf markets lagged, having plummeted on fears stemming from Dubai World’s efforts to restructure $26 billion in debt. They stabilized in December, however, after a $10 billion bailout from Abu Dhabi helped alleviate concerns about debt default and the precarious state of the region in general.

Portfolio review

Fund returns were solid for the six-month reporting period, with investments in China making a strong showing. Our Chinese holdings jumped 35%, with transportation, technology, infrastructure and consumer-related companies among the top contributors. Battery and car maker BYD gained 118% in the six-month period — and more than 400% overall in 2009 — as investors anticipated a multiyear growth cycle following the company’s debut of the world’s first plug-in hybrid car in December 2008. Nine Dragons Paper, the country’s biggest producer of containerboard for packaging, advanced 142% as the economy and exports picked up speed. Meanwhile, shares of Tencent rallied as Internet usage in China proliferated. GOME Electrical Appliances benefited from restructuring efforts, and herbal shampoo maker BaWang International rose 125% following its initial public offering in July.

Several commodity-related investments boosted returns over the period, including Asian coalmakers Banpu and China Shenhua Energy. Shares for the latter rose on an uptick in Chinese demand, while third-quarter profits from Thailand’s Banpu beat estimates, supported by higher sales. Shares of Brazilian iron ore producer Vale further added to results. Selection in materials stocks lifted fund returns overall, particularly our investments in metals and mining companies in Russia and South Africa.

Our holdings in oil and gas produced mixed results. Shares of Russia’s Gazprom rose 22%, with benefits from firm oil prices partially offset by rising production costs. India’s Reliance Industries saw a 10% increase but still trailed its peers as a protracted legal battle over gas supplies dampened investor sentiment.

Consumer companies enjoyed substantial gains as domestic economic growth accelerated. Brazil’s Hypermarcas advanced 85% in the second half of 2009, with the beauty and household products manufacturer expanding its strong domestic franchise into the generic medicine market through its purchase of drugmaker Neo Química. Brazilian meatpacker Marfrig also climbed amid lower costs and new acquisitions. India’s United Spirits rose 47% as rural consumers began to make the transition from locally made beverages to branded spirits. McLeod Russel, the world’s largest tea grower, soared as droughts in Kenya, Sri Lanka and India drove up prices. Mexican brewing company FEMSA improved on speculation of a merger with Heineken. Rapid expansion helped boost profits for Russia’s discount supermarket chain Magnit.

Several industrial companies shot up in anticipation of new projects and infrastructure development. Shares of China’s Weichai Power gained as demand for diesel engines bolstered profits. Rio’s victorious bid for the 2016 Olympic Games helped buoy holdings in Brazilian toll road operator Cia. de Concessões Rodoviárias. Shares of Philippine utility company Energy Development Corp. rallied 54%, encouraged by news that the government would help support the exploration and development of the country’s massive geothermal energy reserves.

Prospects among Asian auto parts makers and related companies continued to rise. While Hyundai Mobis and Hankook Tire both fared well, South Korea’s LG Chem soared amid excitement triggered by the company’s production of lithium-ion batteries for hybrid cars. Indonesian automobile conglomerate PT Astra International reported a rise in profits for the third quarter and an upbeat outlook for the year, sending its shares up 57%.

Investments in technology heavyweights Samsung Electronics and Taiwan Semiconductor Manufacturing also contributed to results. Shares of Taiwan-based Acer rose 74% as the company launched its first mobile phone running on Google’s Android software. Anticipated upgrades for a host of consumer products and rising exports lifted shares of Taiwanese electronics makers Hon Hai Precision and Delta Electronics.

While investments in the financials sector were positive, returns were more subdued. Concerns that potential overheating of the Chinese economy would prompt authorities to curtail credit expansion weighed on several banks. Nevertheless, Industrial and Commercial Bank of China and Bank of China rose 18% and 13%, respectively, although they lagged the broader market advance. Investors also appeared to retreat from investments in China’s real estate companies on fears the government might impose additional measures to cool the hot property market. Hong Kong-based CC Land slid about 29%.

The fund has sizable investments in telecommunication services companies, which represent about 13% of assets. Shares of Indian wireless provider Bharti Airtel fell 15% amid increased competition; a large percentage of the company’s new customers also come from lower-usage rural areas, putting pressure on profit margins. Türk Telekom fell 3%, hurt by a drop in the company’s first-half net profits.

Outlook

The developing world has emerged from the recent financial crisis in relatively good shape. It undoubtedly reaped the longer-term benefits of reforms implemented after the Asian currency crisis and the Russian debt default of the late 1990s. As a result, many governments found themselves able to use substantial monetary easing and simultaneous fiscal stimulus to help prevent their economies from falling into deep slumps during the recent turmoil. The availability of local financing and large government reserves have also helped to reduce dependence on external financing.

Emerging markets economies were subsequently able to bounce back rather quickly once global financial markets started functioning more normally in early 2009. As conditions further improve, we expect that these economies will continue to grow, eventually resuming the rates that prevailed prior to the crisis. We also believe that emerging markets stocks will be supported by higher revenue and earnings growth rates. As economic activity in the developed world picks up and intraregional trade between developing countries advances, a resurgence in exports should provide further momentum. Domestic demand will also be an increasingly important driver of growth in many emerging economies — particularly China, India and Brazil — and our portfolio managers are positioning the fund to potentially reap the rewards of this significant shift.

The portfolio has substantial investments in the commodities area, and we expect our holdings in several coal, oil and cement makers will benefit from the continuing growth of emerging markets economies and the infrastructure development that typically accompanies an expansion. The fund is also invested in a number of metals and mining companies that stand to capitalize on greater demand for materials and firm commodity prices.

Consumer demand has been robust in several countries, and the fund holds a diverse selection of consumer-related investments. From sportswear firms to tire manufacturers, we have identified companies that have not only established strong local brands in fast-growing markets, but that have also demonstrated the potential to become major players in the international arena. Technology helped fuel the world’s stock market recovery in 2009, and though some stocks may lag after experiencing sharp run-ups, we remain interested in companies that are global leaders in their industries as well as businesses with high levels of exposure to Asian consumer demand. Our portfolio managers also favor Asian banks that have strong balance sheets and large deposit bases, with 16% of the fund’s investments composed of financials. In addition, the telecommunication services area offers considerable opportunities in our view, and we continue to look for providers that are likely to provide steady returns and impressive dividends, as well as those that still have room to expand their customer bases.

Given their strong potential for domestic growth, China and India are important areas of focus within the portfolio, in spite of concerns over policy tightening and the withdrawal of monetary stimulus. China remains a strong conviction for several fund managers, with Chinese stocks making up almost a fifth of the fund’s assets. Indian equities, meanwhile, constitute about 9% of the portfolio, with investments concentrated in companies we believe will gain from infrastructure and real estate development as well as heightened consumer demand.

Furthermore, our fund managers believe there are significant long-term opportunities for growth in Brazil, despite the stock market’s rapid rise in 2009. The outlook for South Korea also appears positive; we are particularly attracted to the country’s technology and consumer stocks.

Several challenges are bound to lie ahead, with the potential for some market volatility. In the aggregate, we expect that emerging markets equity returns are likely to be less broad-based on the heels of 2009’s rebound. As such, stock selection will be key. While trailing earnings multiples are no longer low, we anticipate that emerging markets stocks will continue to be supported by steady growth in revenues and earnings.

We look forward to reporting to you in another six months.

Sincerely,

/s/ Victor D. Kohn

Victor D. Kohn

President

February 18, 2010

About the fund and its adviser

Emerging Markets Growth Fund was organized in 1986 by the International Finance Corporation (IFC), an affiliate of the World Bank, as a vehicle for investing in the securities of companies based in developing countries. The premise behind the formation of the fund was that rapid growth in these countries could create very attractive investment opportunities. It also was felt that the availability of equity capital would stimulate the development of capital markets and encourage countries to liberalize their investment regulations.

Capital International, Inc., the fund’s investment adviser, is part of The Capital Group Companies,SM one of the world’s most experienced investment advisory organizations, with roots dating back to 1931. The Capital Group organization has been involved in international investing since the 1950s. Capital International employs a research-driven approach to investing. Along with its institutional management affiliates, Capital International maintains a global investment research network based on three continents. This network includes analysts and portfolio managers, born in more than 30 countries, who speak a variety of languages. These professionals travel throughout the world, keeping a close watch on industry trends and government actions and scrutinizing thousands of companies.

The fund’s adviser has devoted substantial resources to the task of evaluating and managing investments in developing countries. Currently, there are more than 20 analysts covering these countries, with most also managing a portion of the fund. The majority of the fund’s assets are managed by six portfolio managers.

Capital International’s research effort focuses heavily on sectors as well as on individual countries. It is an intensive effort that combines company and industry analysis with a political and macroeconomic overview, and we believe it has given Emerging Markets Growth Fund a competitive edge.

Investment portfolio

December 31, 2009

unaudited

	Equity securities
Sector diversification	Common stocks			Preferred stocks			Convertible stocks			Bonds and notes			Percent of  net assets
Financials		13.57	%		1.62	%		.11	%		.27	%		15.57	%
Information Technology		13.05			-			-			-			13.05
Materials		10.42			2.27			.04			-			12.73
Energy		12.36			.28			-			-			12.64
Telecommunication Services		11.90			.61			-			.06			12.57
Consumer Staples		8.41			.24			-			-			8.65
Consumer Discretionary		7.55			.21			-			.10			7.86
Industrials		7.10			-			-			-			7.10
Utilities		2.76			.91			-			-			3.67
Health Care		.61			-			.02			-			.63
Other		1.07			-			-			.29			1.36
		88.80	%		6.14	%		.17	%		.72	%		95.83	%
Short-term securities														3.85
Other assets less liabilities (including forward currency contracts)														.32
Net assets														100.00	%

Equity securities					Value
	Shares					(000	)
Asia-Pacific - 55.16%
China  -  18.20%
361 Degrees International Ltd. (Hong Kong)		24,418,000			$	14,277
AirMedia Group Inc. (ADR) (1)		605,600				4,548
Alibaba.com Ltd. (Hong Kong) (1)		14,394,500				33,091
Anhui Conch Cement Co. Ltd.		3,653,718				26,654
Anhui Conch Cement Co. Ltd. (Hong Kong)		6,395,500				40,850
ANTA Sports Products Ltd. (Hong Kong)		24,312,600				35,797
Bank of China Ltd. (Hong Kong)		278,170,000				148,952
BaWang International (Group) Holding Ltd. (Hong Kong) (1)		39,040,000				27,026
Beijing Enterprises Holdings Ltd. (Hong Kong)		7,929,500				57,019
BYD Co. Ltd. (Hong Kong) (1)		16,849,700				146,988
Changyou.com Ltd., Class A (ADR) (1)		414,900				13,779
China Construction Bank Corp. (Hong Kong)		125,674,600				106,985
China Dongxiang (Group) Co. Ltd. (Hong Kong)		30,321,000				23,294
China High Speed Transmission Equipment Group Co. Ltd. (Hong Kong)		19,443,600				47,169
China Life Insurance Co. Ltd.		1,407,973				6,467
China Life Insurance Co. Ltd. (Hong Kong)		2,172,000				10,630
China Lonyuan Power Group Corp. Ltd. (Hong Kong) (1)		16,979,000				21,989
China Mengniu Dairy Co. (Hong Kong) (1)		14,666,000				52,157
China National Offshore Oil Corp. (Hong Kong)		67,584,000				105,231
China Overseas Land & Investment Ltd. (Hong Kong)		16,467,206				34,484
China Railway Construction Corp. Ltd. (Hong Kong)		62,249,000				79,293
China Railway Group Ltd. (Hong Kong) (1)		7,971,000				6,159
China Resources Enterprise Ltd. (Hong Kong)		2,540,000				9,204
China Resources Land Ltd. (Hong Kong)		19,418,000				43,716
China Shanshui Cement Group Ltd. (Hong Kong)		77,147,000				56,041
China Shenhua Energy Co. Ltd. (Hong Kong)		60,766,000				293,832
China Vanke Co. Ltd.		6,527,100				10,226
China Yurun Food Group Ltd. (Hong Kong)		9,641,000				28,517
Ctrip.com International Ltd. (ADR) (1)		408,480				29,353
Fu Ji Food and Catering Services Holdings Ltd. (Hong Kong) (1)		15,126,000				-
GCL-Poly Energy Holdings Ltd. (Hong Kong)		61,568,000				18,205
Giant Interactive Group Inc. (ADR)		2,032,800				14,270
GOME Electrical Appliances Holding Ltd. (Hong Kong) (1)		168,815,912				60,535
Hengan International Group Co. Ltd. (Hong Kong)		1,510,000				11,178
Hopewell Highway Infrastructure Ltd. (Hong Kong)		4,088,400				2,491
Industrial and Commercial Bank of China Ltd.		19,000,000				15,029
Industrial and Commercial Bank of China Ltd. (Hong Kong)		312,764,000				256,702
Kingboard Chemical Holdings Ltd. (Hong Kong)		5,637,500				22,215
Kingboard Laminates Holdings Ltd. (Hong Kong)		16,909,500				11,672
Lenovo Group Ltd. (Hong Kong)		7,116,000				4,406
Li Ning Co. Ltd. (Hong Kong)		16,975,000				64,254
Mindray Medical International Ltd., Class A (ADR)		159,300				5,403
NetDragon Websoft Inc. (Hong Kong)		6,497,500				3,369
NetEase.com, Inc. (ADR) (1)		347,300				13,062
New Oriental Education & Technology Group Inc. (ADR) (1)		32,000				2,420
Nine Dragons Paper (Holdings) Ltd. (Hong Kong)		34,417,200				54,808
Parkson Retail Group Ltd. (Hong Kong)		5,291,500				9,257
Perfect World Co. Ltd., Class B (ADR) (1)		801,000				31,591
Ports Design Ltd. (Hong Kong)		2,319,500				7,154
Qinghai Salt Lake Potash Co. Ltd.		824,000				6,856
Semiconductor Manufacturing International Corp. (Hong Kong)  (1)		134,509,000				8,703
Shanda Games Ltd., Class A (ADR) (1)		1,224,300				12,476
Shanda Interactive Entertainment Ltd. (ADR) (1)		97,100				5,108
Shanghai Forte Land Co. Ltd. (Hong Kong)		7,550,000				2,450
Shanghai Prime Machinery Co. Ltd. (Hong Kong)		20,880,000				3,969
Shanghai Zhixin Electric Co. Ltd.		4,077,267				11,108
Sino-Ocean Land Holdings Ltd. (Hong Kong)		11,823,500				10,816
Suntech Power Holdings Co. Ltd. (ADR) (1)		1,837,800				30,563
Tencent Holdings Ltd. (Hong Kong)		5,450,000				117,474
Tingyi Holding Corp. (Hong Kong)		8,024,000				19,863
TPV Technology Ltd. (Hong Kong)		19,556,000				11,951
Weichai Power Co. Ltd. (Hong Kong)		11,036,600				88,565
Wumart Stores, Inc. (Hong Kong)		21,931,384				34,119
Xinao Gas Holdings Ltd. (Hong Kong)		4,630,000				11,828
Zhuzhou CSR Times Electric Co. Ltd. (Hong Kong)		6,255,000				12,719
						2,510,317
Hong Kong  -  0.71%
BOC Hong Kong (Holdings) Ltd.		2,776,500				6,245
First Pacific Co. Ltd.		71,487,658				43,326
Foxconn International Holdings Ltd. (1)		8,274,000				9,526
Hopewell Holdings Ltd.		12,085,000				38,940
						98,037
India  -  9.35%
Ambuja Cements Ltd.		7,274,930				16,284
Apollo Hospitals Enterprise Ltd.		1,222,966				17,316
Apollo Hospitals Enterprise Ltd. (GDR)		233,800				3,310
Bharat Electronics Ltd.		380,971				15,945
Bharat Heavy Electricals Ltd.		693,858				35,782
Bharti Airtel Ltd.		28,320,760				201,455
Cox and Kings Ltd. (1)		846,147				8,233
Cox and Kings Ltd. (acquired 11/17/09, cost: $5,318,000)  (1)  (2)		745,500				6,891
Cummins India Ltd.		1,182,073				10,956
DLF Ltd.		23,834,368				183,492
Everest Kanto Cylinder Ltd.		3,299,069				10,124
Future Capital Holdings Ltd. (1)		646,417				3,015
GMR Infrastructure Ltd. (1)		5,784,000				8,250
HDFC Bank Ltd.		381,558				13,923
Hindustan Unilever Ltd.		1,285,755				7,294
Housing Development Finance Corp. Ltd.		1,248,262				71,825
Infosys Technologies Ltd.		462,428				25,810
Infrastructure Development Finance Co. Ltd.		18,377,391				60,828
ITC Ltd.		865,340				4,647
IVRCL Infrastructures & Projects Ltd.		1,516,972				11,387
Jain Irrigation Systems Ltd.		1,747,324				32,798
McLeod Russel India Ltd.		4,554,212				25,558
Multi Screen Media Private Ltd. (acquired 5/15/00, cost: $107,294,000) (1)  (2)		284,195				18,627
Rajesh Exports Ltd.		3,690,646				6,992
Reliance Industries Ltd.		14,017,772				327,128
Sanghvi Movers Ltd.		969,167				4,691
Shopper's Stop Ltd. (1)		1,005,300				8,347
Shree Cement Ltd.		35,300				1,466
Sobha Developers Ltd.		3,594,606				18,838
Sun Pharmaceutical Industries Ltd.		196,010				6,375
United Spirits Ltd.		4,338,527				116,580
Wipro Ltd.		365,778				5,342
						1,289,509
Indonesia  -  2.30%
PT Astra International Tbk		28,650,800				104,967
PT Bank Mandiri (Persero) Tbk		44,770,000				22,363
PT Bank Rakyat Indonesia (Persero) Tbk		53,054,500				42,755
PT Indocement Tunggal Prakarsa Tbk		39,082,500				56,866
PT Ramayana Lestari Sentosa Tbk		128,818,000				8,397
PT Semen Gresik		80,379,500				64,161
PT Surya Citra Media Tbk		38,277,500				2,440
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B		15,401,348				15,371
						317,320
Kazakhstan  -  0.00%
JSC KazMunaiGas Exploration Production		1				-
Malaysia  -  3.47%
AirAsia Bhd. (1)		15,185,700				6,093
Astro All Asia Networks PLC		6,357,300				5,551
CIMB Group Holdings Bhd.		44,182,249				165,719
Eastern & Oriental Bhd. (1)		20,582,430				6,222
Genting Bhd.		47,158,400				100,556
IJM Corp. Bhd.		46,943,279				61,444
IJM Corp. Bhd., warrants, expire October 24, 2014 (1)		4,694,327				1,550
IOI Corp. Bhd.		6,961,475				11,124
Mah Sing Group Bhd.		6,577,133				3,530
Maxis Bhd.		27,602,600				43,316
Naim Cendera Holdings Bhd.		11,661,500				10,009
S P Setia Bhd.		12,479,150				14,289
StemLife Bhd. (3)		8,331,900				1,351
Tanjong PLC		9,705,600				47,748
						478,502
Pakistan  -  0.07%
Oil and Gas Development Co. Ltd. (GDR)		791,800				10,359
Philippines  -  1.15%
Bayan Telecommunications, Inc., Class A (acquired 2/12/98, cost: $1,850,000) (1)  (2)		724,790				-
Bayan Telecommunications, Inc., Class B (acquired 2/12/98, cost: $616,000) (1)  (2)		241,431				-
Energy Development Corp. (3)		975,063,750				97,996
International Container Terminal Services, Inc.		29,660,688				14,346
Philippine Airlines Inc. (acquired 3/31/97, cost: $0) (1)  (2)		68,631,450				-
Philippine Long Distance Telephone Co.		311,320				17,545
Philippine Long Distance Telephone Co. (ADR)		227,900				12,915
SM Investments Corp.		2,313,829				16,116
						158,918
Singapore  -  0.88%
Ascendas India Trust		28,651,500				19,797
CapitaRetail China Trust		8,476,000				7,672
Noble Group Ltd.		6,479,000				14,839
Olam International Ltd.		3,331,190				6,236
Wilmar International Ltd.		14,893,420				67,569
Yanlord Land Group Ltd.		3,292,000				5,037
						121,150
South Korea  -  10.07%
Cheil Worldwide Inc.		29,090				7,852
Hankook Tire Co., Ltd.		2,991,720				65,164
Hite Brewery Co., Ltd.		324,655				47,344
Hyundai Department Store Co., Ltd.		113,551				10,927
Hyundai Mobis Co., Ltd.		413,650				60,379
Korea Exchange Bank		3,214,560				40,038
Korean Reinsurance Co.		852,868				7,192
KT&G Corp.		934,307				51,664
LG Chem, Ltd.		1,175,700				229,529
LG Electronics Inc.		1,027,617				106,595
LG Electronics Inc., nonvoting preferred		648,194				27,756
LG Telecom Ltd.		754,408				5,492
Macquarie Korea Infrastructure Fund (GDR)		1,303,200				5,488
Megastudy Co., Ltd.		35,219				7,221
NHN Corp. (1)		457,791				75,647
OCI Co. Ltd.		155,300				29,221
Samsung Electronics Co., Ltd.		245,538				167,817
Samsung Electronics Co., Ltd. (GDR)		702,238				242,136
Shinhan Financial Group Co., Ltd.		1,812,253				67,343
SK Telecom Co., Ltd.		247,730				36,040
SK Telecom Co., Ltd. (ADR)		3,559,800				57,882
S-Oil Corp.		885,740				41,112
						1,389,839
Sri Lanka  -  0.07%
Dialog Telekom Ltd. (1)		147,543,380				9,348
Taiwan  -  6.94%
Acer Inc.		25,085,950				75,025
Cathay Financial Holding Co., Ltd. (1)		22,266,000				41,302
CTCI Corp.		18,759,000				19,182
Delta Electronics, Inc.		22,279,874				69,377
Epistar Corp.		5,941,000				22,237
Epistar Corp. (GDR) (1)		1,813,000				33,930
Hon Hai Precision Industry Co., Ltd.		24,193,726				113,937
Hon Hai Precision Industry Co., Ltd. (GDR)		1,572,111				14,841
HTC Corp.		3,386,994				38,590
Mediatek Inc.		5,949,305				103,429
Phison Electronics Corp.		1,220,656				10,306
President Chain Store Corp.		5,728,299				13,623
SinoPac Financial Holdings Co., Ltd. (1)		42,741,000				17,080
Synnex Technology International Corp.		15,779,689				34,121
Taiwan Cement Corp.		53,526,526				56,676
Taiwan Mobile Co., Ltd.		25,921,422				50,428
Taiwan Semiconductor Manufacturing Co., Ltd.		87,962,680				176,641
TECO Electric & Machinery Co., Ltd.		16,599,000				7,235
Tripod Technology Corp.		14,343,877				48,173
Wistron Corp.		5,853,292				11,317
						957,450
Thailand  -  1.89%
Banpu PCL		11,318,400				196,519
Banpu PCL, nonvoting depository receipt		106,200				1,838
Bumrungrad Hospital PCL (3)		43,774,600				38,717
CP ALL PCL		24,962,800				18,531
Esso (Thailand) PCL		25,502,700				4,848
						260,453
Vietnam  -  0.06%
Vietnam Enterprise Investments Ltd., redeemable (acquired 9/20/01, cost: $4,515,000) (1)  (2)		1,630,227				2,934
Vietnam Resource Investment (Holdings) Ltd. (acquired 6/15/07, cost: $11,302,000) (1)  (2)		1,108,000				4,986
Vietnam Resource Investment (Holdings) Ltd., warrants, expire June 18, 2010 (acquired 6/15/07, cost: $0) (1)  (2)		110,800				1
						7,921
Latin America - 19.53%
Argentina  -  0.00%
Grupo Financiero Galicia SA, Class B (1)		5				-
Brazil  -  12.34%
ALL - América Latina Logística SA, units		8,255,240				77,223
Anhanguera Educacional Participações SA, units (1)		951,700				13,583
B2W - Cia. Global do Varejo, ordinary nominative		1,656,000				45,427
Bradespar SA, preferred nominative		945,000				20,896
Centrais Elétricas Brasileiras SA - ELETROBRÁS, ordinary nominative		3,728,500				77,758
Centrais Elétricas Brasileiras SA - ELETROBRÁS, ordinary nominative (ADR)		1,466,000				30,918
CESP - Cia. Energética de São Paulo, Class B, preferred nominative		4,583,160				63,204
Cia. de Bebidas das Américas - AmBev, preferred nominative		7,157				717
Cia. de Bebidas das Américas - AmBev, preferred nominative (ADR)		320,600				32,409
Cia. Energética de Minas Gerais - Cemig, preferred nominative		3,475,406				63,026
Cielo SA, ordinary nominative		310,000				2,730
Companhia de Concessões Rodoviárias, ordinary nominative		5,642,200				129,164
Drogasil SA, ordinary nominative		76,600				1,231
Dufry South America Ltd. (BDR)		2,724,100				56,280
Eletropaulo Metropolitana Eletricidade de São Paulo SA, Class B, preferred nominative		233,800				4,629
Hypermarcas SA, ordinary nominative (1)		7,265,600				166,785
Itaú Unibanco Banco Múltiplo SA, preferred nominative (ADR)		3,999,390				91,346
Itaúsa - Investimentos Itaú SA, preferred nominative		19,604,427				133,321
Marfrig Alimentos SA, ordinary nominative		7,576,240				83,132
New GP Capital Partners, LP, Class B (acquired 1/28/94, cost: $11,955,000) (1) (2)  (3)  (4)		27,000,000				-
Petróleo Brasileiro SA - Petrobras, ordinary nominative (ADR)		1,912,600				91,193
Petróleo Brasileiro SA - Petrobras, preferred nominative (ADR)		930,100				39,427
Telemar Norte Leste SA, Class A, preferred nominative		300,800				10,739
Tele Norte Leste Participações SA, preferred nominative		1,219,200				25,958
Tele Norte Leste Participações SA, preferred nominative (ADR)		2,192,600				46,966
TIM Participações SA, ordinary nominative (1)		14,623,721				60,005
TOTVS SA, ordinary nominative		198,200				13,422
Usinas Siderúrgicas de Minas Gerais SA - USIMINAS, ordinary nominative		241,050				6,929
Usinas Siderúrgicas de Minas Gerais SA - USIMINAS, Class A, preferred nominative		927,870				26,300
Vale SA, ordinary nominative (ADR)		8,400				244
Vale SA, Class A, preferred nominative		162,800				3,943
Vale SA, Class A, preferred nominative (ADR)		10,503,724				260,702
Wilson Sons Ltd. (BDR)		1,882,300				23,203
						1,702,810
Chile  -  0.82%
Enersis SA (ADR)		2,291,000				52,372
Ripley Corp SA		1,661,296				1,393
S.A.C.I. Falabella		10,041,402				59,346
						113,111
Mexico  -  6.37%
América Móvil, SAB de CV, Series L (ADR)		5,904,931				277,414
Bolsa Mexicana de Valores, SAB de CV, Series A (1)		7,705,600				9,116
Carso Infraestructura y Construcción SAB de CV, Class B-1 (1)		57,009,700				35,273
CEMEX, SAB de CV, ordinary participation certificates, units (ADR) (1)		1,129,025				13,345
Empresas ICA, SAB de CV, ordinary participation certificates (1)		3,252,651				7,585
Fomento Económico Mexicano, SAB de CV (ADR)		1,265,600				60,597
Grupo Financiero Inbursa, SAB de CV		22,466,257				65,515
Grupo Modelo, SAB de CV, Series C (1)		3,225,600				18,006
Impulsora del Desarrollo y el Empleo en America Latina, SAB de CV, Series B1 (1)		42,574,900				43,338
Kimberly-Clark de México, SAB de CV, Series A		11,639,350				52,128
Teléfonos de México, SAB de CV, Series L		2,004,300				1,680
Teléfonos de México, SAB de CV, Series L (ADR)		6,508,400				107,909
Telmex Internacional, SAB de CV, Series L		22,737,100				20,224
Telmex Internacional, SAB de CV, Series L (ADR)		9,381,366				166,519
						878,649
Eastern Europe and Middle East - 9.78%
Czech Republic  -  0.79%
ČEZ, AS		363,938				17,067
Komercní banka, AS		163,624				34,869
Telefónica 02 Czech Republic, AS		2,525,900				57,405
						109,341
Israel  -  1.48%
"Bezeq" The Israel Telecommunication Corp. Ltd.		35,415,300				89,155
Cellcom Israel Ltd.		1,181,533				37,591
Israel Chemicals Ltd.		2,826,503				36,898
Partner Communications Co. Ltd.		1,054,304				21,391
Partner Communications Co. Ltd. (ADR)		112,000				2,279
Shufersal Ltd.		3,233,940				16,440
						203,754
Oman  -  0.12%
BankMuscat (SAOG) (GDR)		2,040,632				17,141
Poland  -  1.09%
Bank Pekao SA (1)		996,946				56,294
Telekomunikacja Polska SA		17,114,500				94,442
						150,736
Russian Federation  -  5.03%
Baring Vostok Private Equity Fund, LP (acquired 12/15/00, cost: $6,902,000) (2)  (3)  (4)  (5)		11,783,118				17,782
Baring Vostok Private Equity Fund III, LP (acquired 3/30/05, cost: $20,548,000) (2)  (3)  (4)  (5)		21,690,364				24,226
Baring Vostok Private Equity Fund IV, LP (acquired 4/25/07, cost: $7,891,000) (1)  (2)  (3)  (4)  (5)		8,252,671				5,593
Baring Vostok Fund IV Supplemental Fund, LP (acquired 10/8/07, cost: $12,550,000) (1)  (2)  (3)  (4)  (5)		15,205,976				8,347
Evraz Group SA (GDR) (1)		1,871,732				52,074
New Century Capital Partners, LP (acquired 12/7/95, cost: $951,000) (1)  (2)  (4)		5,247,900				6,034
OAO Gazprom		1,334,000				7,292
OAO Gazprom (ADR)		12,357,800				308,050
OAO TMK (GDR) (1)		247,400				4,336
OJSC Bank Saint Petersburg, Class A, 13.50% convertible preferred May 15, 2013 (1)		4,884,400				14,719
OJSC Holding Co. Sibirskiy Cement (1)		693,300				13,519
OJSC M.video (1)		2,260,570				8,658
OJSC Magnit		572,564				38,934
OJSC Magnit (GDR)		3,050,700				48,151
OJSC Magnitogorsk Iron and Steel Works (GDR) (1)		645,200				7,279
OJSC Mining and Metallurgical Co. Norilsk Nickel (ADR) (1)		5,212,720				73,481
OJSC Mobile TeleSystems (ADR)		402,000				19,654
OJSC Novolipetsk Steel (GDR) (1)		302,350				9,108
OJSC Pharmstandard (GDR) (1)		347,100				6,967
OJSC Rostelecom (ADR)		741,900				20,585
						694,789
Saudi Arabia  -  0.07%
Almarai Co., PALMS issued by HSBC Bank plc, expires March 27, 2012 (acquired 11/23/09, cost: $9,178,000) (2)		211,500				9,276
Turkey  -  1.20%
Aktaş Elektrik Ticaret AŞ (1)		4,273				-
Anadolu Efes Biracilik ve Malt Sanayii AŞ		5,914,218				66,279
Coca-Cola İçecek AŞ, Class C		1,300,245				13,060
Haci Ömer Sabanci Holding AŞ		971,011				3,736
Selçuk Ecza Deposu Ticaret ve Sanayi AŞ, Class B		823,420				1,361
Türk Telekomünikasyon AŞ, Class D		19,070,375				58,056
Turkcell İletisim Hizmetleri AŞ		1,730,681				12,182
Turkcell İletisim Hizmetleri AŞ (ADR)		190,800				3,337
Türkiye Garanti Bankasi AŞ		1,732,866				7,362
						165,373
Africa - 5.86%
Egypt  -  0.39%
Commercial International Bank (Egypt) S.A.E.		861,107				8,566
Egyptian Company for Mobile Services S.A.E.		339,916				14,941
Orascom Construction Industries Co.		48,108				2,146
Orascom Construction Industries Co. (GDR)		461,712				20,849
Telecom Egypt Co.		2,246,413				7,486
						53,988
Morocco  -  0.08%
Holcim (Maroc) SA		46,585				11,089
South Africa  -  5.37%
AngloGold Ashanti Ltd.		1,606,197				65,115
AngloGold Ashanti Ltd., (ADR)		1,706,297				68,559
Anglo Platinum Ltd. (1)		157,220				16,766
Group Five Ltd.		2,441,400				12,659
Harmony Gold Mining Co. Ltd.		900,002				9,195
Harmony Gold Mining Co. Ltd. (ADR)		742,413				7,550
Impala Platinum Holdings Ltd.		1,207,787				32,856
MTN Group Ltd.		5,656,300				90,049
Mvelaphanda Resources Ltd. (1)		2,578,176				17,048
Pretoria Portland Cement Co. Ltd.		3,254,414				15,261
Sappi Ltd. (1)		6,616,934				31,711
Sappi Ltd. (ADR) (1)		1,308,900				6,230
Sasol Ltd.		5,415,511				217,529
Sasol Ltd. (ADR)		1,345,500				53,739
Shoprite Holdings Ltd.		905,004				7,978
South African Private Equity Fund III, LP (acquired 9/23/98, cost: $3,767,000) (1)  (2)  (3)  (4)  (5)		27,594,065				18,496
Standard Bank Group Ltd.		446,800				6,142
Telkom SA Ltd.		5,433,037				27,410
Truworths International Ltd.		4,034,482				23,641
Wilson Bayly Holmes - Ovcon Ltd.		857,080				12,490
						740,424
Zambia  -  0.02%
Celtel Zambia PLC		21,254,157				2,286
Other markets - 4.79%
Australia  -  0.61%
Aquarius Platinum Ltd. (1)		8,539,334				55,075
Paladin Resources Ltd (1)		7,822,994				29,031
						84,106
Canada  -  0.50%
Banro Corp. (1)  (3)		6,230,500				12,143
Banro Corp., warrants, expire September 17, 2011 (1)  (3)		204,900				153
Centerra Gold Inc. (1)		3,420,700				35,295
CIC Energy Corp. (1)  (3)		2,738,100				4,055
Farallon Resources Ltd. (1)		12,257,800				6,441
Katanga Mining Ltd. (1)		2,154,607				1,441
Platmin Ltd. (1)		1,186,900				1,497
Platmin Ltd. (CDI) (1)		6,481,100				7,547
						68,572
Netherlands  -  0.17%
X5 Retail Group NV (GDR) (1)		728,834				23,239
United Kingdom  -  1.32%
Anglo American PLC (1)		2,412,900				104,563
Ferrexpo PLC		2,981,893				9,506
Gem Diamonds Ltd. (1)		5,524,029				20,090
Kazakhmys PLC (1)		258,790				5,422
Lonrho PLC (1)  (3)		52,947,100				10,015
Namakwa Diamonds Ltd. (1)		4,176,944				2,106
New World Resources NV, Class A		1,049,136				9,302
Petra Diamonds Ltd. (CDI) (1)		12,730,000				12,464
Volga Gas PLC (1)		2,618,946				8,887
						182,355
United States Of America  -  0.53%
Freeport-McMoRan Copper & Gold Inc. (1)		141,105				11,329
Freeport-McMoRan Copper & Gold Inc., 6.75% convertible preferred May 1, 2010		53,400				6,152
Genpact Ltd. (1)		3,706,163				55,222
						72,703
Multinational  -  0.56%
Capital International Global Emerging Markets Private Equity Fund, LP (acquired 6/30/99, cost: $5,834,000) (2)  (3)  (4)  (5)		55,999,402				6,619
Capital International Private Equity Fund IV, LP (acquired 3/29/05, cost:$38,119,000)  (2)  (3)  (4)  (5)		48,404,196				47,175
International Hospital Corp. Holding NV (acquired 9/25/97, cost: $8,011,000) (1)  (2)  (3)		609,873				3,434
International Hospital Corp. Holding NV, convertible preferred (acquired 2/12/07, cost: $2,336,000) (1)  (2)  (3)		318,677				2,336
International Hospital Corp. Holding NV, warrants, expire June 30, 2011 (acquired 12/24/08, cost:$0) (1)  (2)  (3)		31,867				-
New Asia East Investment Fund Ltd., Class A (acquired 5/23/96, cost: $189,000) (1)  (2)  (3)  (4)		279,240				474
New Asia East Investment Fund Ltd., Class B (acquired 5/23/96, cost: $2,584,000) (1)  (2)  (3)  (4)		3,810,369				6,471
Pan-African Investment Partners II Ltd., Class A (acquired 6/20/08, cost: $11,883,000) (2)  (3)  (4)  (5)		3,800				10,655
Pan Asia Special Opportunities Fund (Cayman) (acquired 10/18/00, cost: $197,000) (1)  (2)  (3)  (4)		600,000				28
						77,192
Miscellaneous  -  1.1%
Equity securities in initial period of acquisition						151,502
Total equity securities  (cost: $9,141,662,000)						13,121,559
Bonds and notes	Units or principal amount				Value
	(000)					(000	)
Asia-Pacific - 0.04%
China  -  0.01%
Fu Ji Food and Catering Services Holdings Ltd. 0% convertible bonds, October 18, 2010 (6)	CNY 93,400				$	1,163
India  -  0.01%
Rajesh Exports Ltd. 0% convertible bonds, February 21, 2012 (6)	$	1,400				1,624
Malaysia  -  0.02%
Eastern & Oriental Bhd. 8.00% convertible bonds, November 16, 2019	MYR 10,291					3,188
Latin America - 0.36%
Argentina  -  0.12%
Republic of Argentina:
Index-Linked, Payment-in-Kind Bond, 9.452% December 31, 2033  (7)	ARS 63,752					15,985
GDP-Linked Bond, 0% December 15, 2035   (6)		58,072				720
						16,705
Brazil  -  0.16%
Banco BMG SA:
8.75% July 1, 2010	$	917				937
8.75% July 1, 2010 (acquired 6/22/05, cost: $3,359,000)  (2)		3,360				3,435
Nota do Tesouro Nacional:
10.00% January 1, 2017	BRL 5			Units		2,416
10.964% May 15, 2045 (7)		15		Units		14,908
						21,696
Colombia  -  0.01%
Republic of Colombia 11.75% March 1, 2010	COP 3,100,000					1,542
Dominican Republic  -  0.00%
Dominican Republic Payment-in-Kind Bond, 9.50% September 27, 2011 (acquired 5/12/05, cost: $321,000)  (2)	$	312				326
Jamaica  -  0.06%
Digicel Group Ltd. 12.00% April 1, 2014 (acquired 3/6/09, cost: $ 6,970,000) (2)		7,500				8,447
Venezuela  -  0.01%
Republic of Venezuela:
8.50% October 8, 2014		129				102
7.65% April 21, 2025		1,225				726
						828
Eastern Europe and Middle East - 0.16%
Russian Federation  -  0.14%
OJSC VTB Bank Loan Participation Notes:
6.332% March 15, 2010	GBP 4,202					6,881
6.875% May 29, 2018	$	1,770				1,788
Russian Federation 7.50% March 31, 2030		261				296
Sberbank (Savings Bank of the Russian Federation) Loan Participation Notes:
5.93% November 14, 2011		3,600				3,789
6.48% May 15, 2013		4,025				4,292
6.468% July 2, 2013		2,760				2,939
						19,985
Turkey  -  0.02%
Republic of Turkey:
14.00% January 19, 2011	TRY 1,559					1,108
Index-Linked Bond, 12.149% February 15, 2012 (7)		2,060				1,921
						3,029
Africa - 0.08%
South Africa  -  0.08%
Edcon Pty Ltd. 3.964% June 15, 2014 (7)	EUR 12,070					11,204
Other markets - 0.07%
United Kingdom  -  0.07%
Standard Chartered PLC 5.375% July 14, 2049	GBP 7,180					9,485
Total bonds and notes  (cost: $107,473,000)						99,222
Short-term securities	Principal amount				Value
		(000	)			(000	)
Corporate short-term notes  -  3.85%
Barclays US Funding LLC 0.18% due 3/3/10	$	14,900.00			$	14,895
BNP Paribas SA 0.18% due 1/11/10		68,400				68,397
Crédit Agricole SA 0.14%-0.16% due 1/11-2/1/10		213,300				213,278
GDF Suez 0.20% due 2/8/10		50,600				50,589
ING (US) Funding LLC 0.17% due 1/4/10		37,300				37,299
JPMorgan Chase & Co. 0.16% due 1/8/10		58,000				57,998
Jupiter Securitization Corp. 0.15% due 1/4/10		25,000				25,000
Société Générale North America, Inc. 0.16%-0.165% due 1/5-1/13/10		63,300				63,297
Société Générale North America, Inc. 0.16% due 1/5-1/13/10
Total short-term securities  (cost: $530,753,000)						530,753
Total investment securities  (cost: $9,779,888,000)						13,751,534
Other assets less liabilities (including forward currency contracts)						44,473
Net assets					$	13,796,007

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

(2) Purchased in a private placement transaction (not including purchases of securities that were publicly offered in the primary local market but were not registered under U.S. securites laws); resale to the public may require registration in the country where the primary market is located and no right to demand registration exists.  As of December 31, 2009, the total value and cost of such securities were $212,593,000 and $284,440,000, respectively, and the value represented 1.54% of net assets.

(3) This issuer represents investment in an affiliate as defined in the Investment Company Act of 1940.  This definition includes, but is not limited to, issuers in which the fund owns more than 5% of the outstanding voting securities.  New Asia East Investment Fund Ltd., Capital International Global Emerging Markets Private Equity Fund, LP and Capital International Private Equity Fund IV, LP are also considered affiliates since these issuers have the same investment adviser as the fund (see note 8 in Notes to financial statements).

(4) Cost and market value do not include prior distributions to the fund from income or proceeds realized from securities held by the private equity fund.  Therefore, the cost and market value may not be indicative of the private equity fund's performance.  For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund's interest in the partnerships is reported.

(5) Excludes an unfunded capital commitment representing an agreement which obligates the fund to meet capital calls in the future.  Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing and the amount of such capital calls cannot readily be determined.

(6) Represents a zero coupon security that may convert to a coupon-bearing security at a later date.

(7) Coupon rate may change periodically.

Abbreviations

Securities:

ADR - American Depositary Receipts

BDR - Brazilian Depositary Receipts

CDI - CREST Depository Interest

GDR - Global Depositary Receipts

PALMS - Participating Access Linked Middle Eastern Securities

Currencies other than U.S. dollars:

ARS - Argentine Peso

BRL - Brazilian Real

CNY - Chinese Renminbi

COP - Colombian Peso

EUR - Euro

GBP - British Pound Sterling

MYR - Malaysian Ringgit

TRY - Turkish Lira

See Notes to financial statements

Financial statements

unaudited

Statement of assets and liabilities at December 31, 2009	(dollars in thousands, except per-share data)
Assets:
Investment securities at value:
Unaffiliated issuers (cost: $9,439,147)	$	13,435,468
Affiliated issuers (cost: $340,741)		316,066		$	13,751,534
Cash					696
Cash denominated in non-U.S. currency (cost: $170)					169
Unrealized appreciation on open forward currency contracts					1,017
Receivables for--
Sales of investments		15,450
Sales of fund's shares		4,554
Dividends and interest		23,806
Non-U.S. taxes		18,473			62,283
					13,815,699
Liabilities:
Unrealized depreciation on open forward currency contracts					545
Payables for--
Purchases of investments		8,631
Investment advisory services		7,193
Directors' compensation		1,362
Other fees and expenses		1,121
Non-U.S. taxes		840			19,147
					19,692
Net assets at December 31, 2009 --
Equivalent to $8.60 per share on 1,604,211,484 shares of $0.01 par value capital stock outstanding (authorized
capital stock -- 2,000,000,000 shares)				$	13,796,007
Net assets consist of:
Capital paid in on shares of capital stock				$	11,226,877
Distributions in excess of net investment income					(76,399	)
Accumulated net realized loss					(1,325,572	)
Net unrealized appreciation					3,971,101
Net assets at December 31, 2009				$	13,796,007
See Notes to financial statements
Statement of operations for the six months ended December 31, 2009		(dollars in thousands)
Investment income:
Income:
Dividends (net of non-U.S. withholding tax of $14,238; also includes $994 from affiliates)	$	122,757
Interest (includes $60 from affiliates)		12,032		$	134,789
Fees and expenses:
Investment advisory services		39,857
Custodian		3,921
Registration statement and prospectus		21
Auditing and legal		110
Reports to shareholders		6
Directors' compensation		590
Other		261			44,766
Net investment income					90,023
Net realized gain and unrealized appreciation on investments, forward currency contracts and currency:
Net realized gain (loss) on:
Investments (includes $10,240 net loss from affiliates)		616,182
Forward currency contracts		(19,026	)
Currency transactions		2,797			599,953
Net unrealized appreciation (depreciation) on:
Investments (net of non-U.S. taxes of $360)		2,495,280
Forward currency contracts		9,969
Currency translations		(462	)		2,504,787
Net realized gain and unrealized appreciation on investments, forward currency contracts and currency					3,104,740
Net increase in net assets resulting from operations				$	3,194,763
Statements of changes in net assets		(dollars in thousands)
	(unaudited)
	Six months ended December 31, 2009			Year ended June 30, 2009
Operations:
Net investment income	$	90,023		$	238,306
Net realized gain (loss) on investments, forward currency contracts and currency transactions		599,953			(1,884,730	)
Net unrealized appreciation (depreciation) on investments, forward currency contracts and currency translations		2,504,787			(1,459,609	)
Net increase (decrease) in net assets resulting from operations		3,194,763			(3,106,033	)
Dividends and distributions paid to shareholders:
Dividends from net investment income		(204,568	)		(232,579	)
Distributions from net realized gain on investments		0			(2,113,433	)
Total dividends and distributions paid to shareholders		(204,568	)		(2,346,012	)
Capital share transactions:
Proceeds from shares sold: 68,240,320 and 199,011,713 shares, respectively		558,606			1,283,577
Proceeds from shares issued in reinvestment of net investment income dividends and net realized gain distributions:
22,202,610 and 480,838,418 shares, respectively		189,388			2,312,833
Cost of shares repurchased: 98,204,767 and 143,295,513 shares, respectively		(772,065	)		(1,239,109	)
Net decrease in net assets resulting from capital share transactions		(24,071	)		2,357,301
Total increase (decrease) in net assets		2,966,124			(3,094,744	)
Net assets:
Beginning of period		10,829,883			13,924,627
End of period
(including distributions in excess of net investment income and undistributed net investment income:
($76,399) and $38,146, respectively)	$	13,796,007		$	10,829,883
See Notes to financial statements

Notes to financial statements

1.  Organization and significant accounting policies

Organization - Emerging Markets Growth Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 as an open-end interval management investment company. As an open-end interval management investment company, the fund offers its shareholders the opportunity to purchase and redeem shares on a periodic basis. The fund’s investment objective is to seek long-term capital growth by investing primarily in equity securities of issuers in developing countries.

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

Net asset value – The fund generally determines its net asset value as of approximately 4:00 p.m. Eastern time on the last business day of each week and month. The fund will not determine its net asset value on any day during which the New York Stock Exchange has been closed for trading.

Security valuation - Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Bonds and notes, including short-term securities purchased with more than 60 days left to maturity, are valued at prices obtained from one or more independent pricing vendors when such prices are available. However, where the investment adviser deems it appropriate to do so, such securities will be valued in good faith at the mean quoted bid and asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality, and type. Vendors base bond prices on, among other things, valuation matrices that incorporate dealer-supplied valuations, proprietary pricing models and evaluations of the yield curve as of approximately 3:00 p.m. Eastern time. Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment advisor. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par when they reach 60 days or less remaining to maturity. Forward currency contracts are valued at the mean of their representative quoted bid and asked prices.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under guidelines adopted by authority of the fund’s board of directors. Market quotations may be considered unreliable if events occur that materially affect the value of securities (particularly securities outside the U.S.) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

Security transactions and related investment income - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on bonds, notes, and short-term securities are amortized daily over the expected life of the security.

Dividends and distributions to shareholders - Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

Currency translation - Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, the effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.

2. Risk factors

Investing in the fund may involve certain risks including, but not limited to, those described below.

The value of the fund’s portfolio holdings may fluctuate in response to events specific to the companies in which the fund invests.  In addition, investments in developing country securities may also be affected by government activities and restrictions, including repatriation restrictions; currency and price fluctuations and periods of illiquidity; limited availability of information; security valuations; taxes; potential fraud; settlement; transferability and recordkeeping practices; conditions affecting the general economy; higher transaction costs; social, economic and political instability; and different accounting, financial reporting and legal standards.

3. Taxation and distributions

Federal income taxation - The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required.

As of and during the period ended December 31, 2009, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.  As mentioned below, the fund could be subject to interest and penalty amounts related to India capital gains taxes.

The fund is not subject to examination by U.S. federal tax authorities for tax years before 2005, by state authorities for tax years before 2004 and by tax authorities outside the U.S. for tax years before 2002.

Non-U.S. taxation - Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on realized and unrealized gains to provide for potential non-U.S. taxes payable on these securities. As of December 31, 2009, accrued non-U.S. taxes on realized and unrealized gains were $840,000.

As of December 31, 2009, the receivable for non-U.S. taxes includes $16,467,000 related to India capital gains taxes that are in dispute.  The fund has received favorable rulings from the tax courts related to these taxes although such rulings could be reversed with appeal. Based on the advice of outside counsel, management believes it is more likely than not that the amount in dispute will be resolved in the fund’s favor even if the rulings are appealed. Potential tax, interest and penalty amounts relating to these issues, if any, may be assessed in the future. If the disputes are ultimately resolved unfavorably, it will not have a materially adverse effect on the fund’s financial position or results of operations.

Distributions - Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to different treatment for items such as currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; cost of investments sold; net capital losses; income on certain investments; and unrealized appreciation of certain investments in securities outside the U.S.

The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. For the six months ended December 31, 2009, the tax character of the distribution paid to shareholders was ordinary income in the amount of $204,568,000. For the year ended June 30, 2009, the tax characters of distributions paid to shareholders were ordinary income, short-tem capital gain and long-term capital gain in the amounts of $232,579,000, $101,121,000 and $2,012,312,000, respectively.

The components of distributable earnings on a tax basis are reported as of the fund’s most recent year-end.  As of June 30, 2009, the components of distributable earnings on a tax basis were as follows:

(dollars in thousands)
Undistributed ordinary income	$	140,116
Post-October currency loss deferrals (realized during the period November 1, 2008, through June 30, 2009) (*)		(42,860	)
Capital loss carryforward expiring 2017 (†)		(832,576	)
Post-October capital loss deferrals (realized during the period November 1, 2008, through June 30, 2009) (*)		(924,651	)

(*) These deferrals are considered incurred in the subsequent year.

(†) The capital loss carryforward will be used to offset any capital gains realized by the fund in future years through the expiration date.  The fund will not make distributions from capital gains while a capital loss carryforward remains.

As of December 31, 2009, the tax basis unrealized appreciation (depreciation) and cost of investments were as follows:

(dollars in thousands)
Gross unrealized appreciation on investment securities	$	4,461,303
Gross unrealized depreciation on investment securities		(727,610	)
Net unrealized appreciation on investment securities		3,733,693
Cost of investment securities		10,017,840

4. Fees and transactions with related parties

Capital International, Inc. (CII) is an affiliate of American Funds Service Company® (“AFS”), the fund’s transfer agent, and American Funds Distributors®, Inc. (“AFD”), the principal underwriter of the fund.

Investment advisory services fee – The Investment Advisory and Service Agreement with Capital International, Inc. (CII) provides for monthly management service fees, accrued weekly.  CII is wholly owned by Capital Group International, Inc., which is wholly owned by The Capital Group Companies, Inc. These fees are based on an annual rate of 0.90% on the first $400 million of the fund’s net assets; 0.80% of assets in excess of $400 million but not exceeding $1 billion; 0.70% of assets in excess of $1 billion but not exceeding $2 billion; 0.65% of assets in excess of $2 billion but not exceeding $4 billion; 0.625% of assets in excess of $4 billion but not exceeding $6 billion; 0.60% of assets in excess of $6 billion but not exceeding $8 billion; 0.58% of assets in excess of $8 billion but not exceeding $11 billion; 0.56% of assets in excess of $11 billion but not exceeding $15 billion; 0.54% of assets in excess of $15 billion but not exceeding $20 billion; and 0.52% of assets in excess of $20 billion.

Transfer agent fee – The fund has a transfer agent agreement with AFS. Under this agreement, the fund compensates AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing.  Transfer agent fees were $1,000 for the six months ended December 31, 2009.  This amount was included in other fees and expenses.

Distribution services – The fund has a principal underwriting agreement with AFD. AFD does not receive compensation for any sale of the fund’s shares.

Directors’ compensation – Since the adoption of the deferred compensation plan in 1998, directors who are unaffiliated with CII may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or the American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ compensation on the accompanying financial statements includes $375,000 in current fees (either paid in cash or deferred) and a net increase of $215,000 in the value of the deferred amounts.

Affiliated officers and directors – Officers and certain directors of the fund are or may be considered to be affiliated with CII. No affiliated officers and directors received any compensation directly from the fund.

5. Disclosure of fair value measurements

The fund classifies its assets and liabilities into three levels based on the method used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Level 3 values are based on significant unobservable inputs that reflect the fund’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are generally high-quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following tables present the fund’s valuation levels as of December 31, 2009 (dollars in thousands):

Investment securities	Level 1		Level 2 (1)		Level 3 (1)		Total
Equity securities
Asia-Pacific	$	234,921	$	7,355,575	$	18,627	$	7,609,123
Latin America		2,694,570		-		-		2,694,570
Eastern Europe/Middle East		69,655		1,218,774		61,981		1,350,410
Africa		138,365		650,926		18,496		807,787
Other markets		133,574		297,401		77,192		508,167
Miscellaneous securities		11,908		139,594		-		151,502
Bonds and notes		-		99,222		-		99,222
Short-term securities		-		530,753		-		530,753
Total	$	3,282,993	$	10,292,245	$	176,296	$	13,751,534

Forward currency contracts (2) - $ 472 -

The following table reconciles the valuation of the fund's Level 3 investment securities and related transactions during the six months ended December 31, 2009 (dollars in thousands):

	Beginning  value  at 7/1/2009		Net  sales			Net  realized  gain (3)		Net unrealized depreciation (3)			Net transfers  into Level 3		Ending  value at 12/31/2009
Investment securities	$	167,172	$	(10	)	$	4,384	$	(4,266	)	$	9,016	$	176,296

Net unrealized depreciation during the period on Level 3 investment securities held at 12/31/2009(3) $ (4,266 )

(1) Level 2 and Level 3 include investment securities with an aggregate value of $9,841,879,000 that were fair valued under guidelines adopted by authority of the fund’s board of directors.  Of this amount, securities with an aggregate value of $9,591,267,000 were fair valued as a result of significant market movements following the close of local trading and, therefore, classified as Level 2.

(2) Forward currency contracts are not included in the investment portfolio.

(3) Net realized gain and net unrealized depreciation are included in the related amounts on investments in the statement of operations.

The fund owns an interest in multiple private equity funds, which are considered alternative investments in accordance with Accounting Standards Update (ASU) 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share.  The fund is permitted to use the Net Asset Value (NAV) of the private equity funds to determine the fair value of the investment in the funds as such funds do not have a readily determinable fair value and have attributes of an investment company (i.e. the primary business involves investment of pooled funds whereby ownership represents interests in partners’ capital to which a proportionate share of net assets is attributed).  Although the fund typically uses the NAV of the respective private equity funds to determine fair value of its investments, adjustments may be made to the NAV as a result of known company or market events, updated market pricing for underlying securities held in the private equity fund and/or fund transactions (i.e. drawdowns and distributions).

The following table lists the characteristics of the alternative investments held by the fund as of [reporting period] (dollars in thousands):

Investment Type	Investment Strategy	Fair Value1		Unfunded Commitment2		Remaining Life3	Redemption Terms
Private Equity Funds	Primarily private  sector equity  investments (i.e., expansion capital, buyouts) in emerging markets	$	151,899	$	73,000	1 to 9 years	Redemptions are not permitted.   These funds  distribute proceeds  from the liquidation of underlying  assets of the funds.

1Included as Level 3 securities in the table on the previous page presenting the fund’s valuation levels as of December 31, 2009.

2Unfunded capital commitments represent agreements which obligate the fund to meet capital calls in the future.  Payment would be made when a capital call is requested.  Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing of such capital calls cannot readily be determined.

3Represents the remaining life of the fund term or the estimated period of liquidation.

6.   Restricted securities

The fund has invested in certain securities for which resale may be limited (for example, in the U.S., to qualified institutional buyers) or which are otherwise restricted.  These securities are identified in the investment portfolio. As of December 31, 2009, the total value of restricted securities was $212,594,000, which represents 1.54% of the net assets of the fund.

7.   Investment transactions and other disclosures

The fund made purchases and sales of investment securities, excluding short-term securities, of $3,083,996,000 and $3,308,243,000, respectively, during the six months ended December 31, 2009.

The fund receives an expense reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended December 31, 2009, the fund did not receive an expense reduction.

8.   Transactions with affiliates

If the fund owns more than 5% of the outstanding voting securities of an issuer, the fund’s investment in that issuer represents an investment in an affiliate as defined in the Investment Company Act of 1940.  In addition, New Asia East Investment Fund Ltd., Capital International Global Emerging Markets Private Equity Fund, LP and Capital International Private Equity Fund IV, LP are considered affiliates since these issuers have the same investment adviser as the fund. A summary of the fund’s transactions in the securities of affiliated issuers during the six months ended December 31, 2009, is as follows:

	Beginning		Purchases/		Sales/		Ending		Dividend and interest income			Value
Issuer	shares		Additions		Reductions		shares			(000	)		(000	)
Affiliated issuers:
Banro		6,435,400		-		-		6,435,400	$	-		$	12,296
Bumrungrad Hospital		43,774,600		-		-		43,774,600		463			38,717
CIC Energy		3,251,700		-		513,600		2,738,100		-			4,055
Energy Development		780,051,000		195,012,750		-		975,063,750		-			97,996
Lonrho		40,521,200		12,425,900		-		52,947,100		-			10,015
StemLife		8,331,900		-		-		8,331,900		-			1,351
Affiliated private equity funds/private placements:
Baring Vostok Private Equity Fund (*)		11,783,118		-		-		11,783,118		-			17,782
Baring Vostok Private Equity Fund III (*)		20,292,114		1,398,250		-		21,690,364		284			24,226
Baring Vostok Private Equity Fund IV (*)		10,771,271		12,687,376		-		23,458,647		-			13,940
Capital International Global Emerging Markets Private Equity Fund (*)		55,950,810		48,592		-		55,999,402		18			6,619
Capital International Private Equity Fund IV (*)		48,277,620		126,576		-		48,404,196		-			47,175
International Hospital		960,417		-		-		960,417		-			5,770
New Asia East Investment Fund		4,089,609		-		-		4,089,609		-			6,945
New GP Capital Partners (*)		27,000,000		-		-		27,000,000		-			0
Pan-African Investment Partners II		3,800		-		-		3,800		60			10,655
Pan Asia Special Opportunities Fund		600,000		-		-		600,000		-			28
South African Private Equity Fund III (*)		27,594,065		-		-		27,594,065		-			18,496
Unaffiliated issuers (†):
Dufry South America		3,716,500		46,000		1,038,400		2,724,100		-			-
McLeod Russel India		5,566,169		-		1,011,957		4,554,212		229			-
									$	1,054		$	316,066
(*) For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund's interest in the partnerships is reported.
(†) Affiliated during the period but no longer affiliated at December 31, 2009.

9.  Forward currency contracts

The fund may enter into forward currency contracts, which represent agreements to exchange currencies on specific future dates at predetermined rates. The fund enters into these contracts to manage its exposure to changes in exchange rates. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in exchange rates.  On a daily basis, the fund values forward currency contracts based on the applicable exchange rates and records unrealized appreciation/depreciation for open forward currency contracts in the statement of assets and liabilities. The fund records realized gains or losses at the time the forward contract is closed or offset by another contract with the same broker for the same settlement date and currency.  Closed forward currency contracts that have not reached their expiration date are included in the respective receivables or payables for closed forward currency contracts in the statement of assets and liabilities.  Net realized gains or losses from closed forward currency contracts and net unrealized appreciation or depreciation from closed forward currency contracts are recorded in the statement of operations. As of December 31, 2009, the fund had open forward currency contracts to sell currencies as follows (amounts in thousands):

	Contract amount			U.S. valuation
						Unrealized
						appreciation/
	Non-U.S.	U.S.		Amount		(depreciation)
Sales:
Czech Koruna to U.S. expiring 1/22/10	CZK 351,326	$	19,396	$	19,094	$	302
British Pound Sterling  to U.S. Dollar expiring 1/7/10	GBP 14,727		24,755		23,821		934
Israeli Shekel to U.S. Dollar expiring 1/22/10	ILS 251,496		66,148		66,367		(219	)
Polish Zloty to U.S. Dollar expiring 1/22/10	PLN 102,256		35,102		35,647		(545	)
Forward currency contracts ---net……………						$	472

10. Subsequent events

As of February 18, 2010, the date the financial statements were available to be issued, no subsequent events or transactions had occurred that would have materially impacted the financial statements as presented.

Financial highlights

	Six months ended December 31,									Year ended June 30,
		2009	1		2009			2008			2007	2		2006	2		2005	2
Net asset value, beginning of period	$	6.72		$	12.95		$	17.02		$	15.21		$	15.70		$	11.87
Income (Loss) from investment operations3:
Net investment income		.06			.18			.39			.22			.26			.27
Net realized and unrealized
gain (loss)on investments		1.95			(4.09	)		.68			6.56			5.05			3.77
Total income (loss) from
investment operations		2.01			(3.91	)		1.07			6.78			5.31			4.04
Less distributions:
Dividends from
net investment income		(.13	)		(.23	)		(.59	)		(.41	)		(.50	)		(.21	)
Distributions from
net realized gains		-			(2.09	)		(4.55	)		(4.56	)		(5.30	)		-
Total distributions		(.13	)		(2.32	)		(5.14	)		(4.97	)		(5.80	)		(.21	)
Net asset value, end of period	$	8.60		$	6.72		$	12.95		$	17.02		$	15.21		$	15.70
Total return		29.93	%4		(23.08	)%		3.78	%		52.08	%		37.88	%		34.34	%
Ratios/supplemental data:
Net assets, end of period
(in millions)	$	13,796		$	10,830		$	13,925		$	15,383		$	11,100		$	13,632
Ratio of expenses to average
net assets		.71	%5		.71	%		.67	%		.70	%		.72	%		.71	%
Ratio of net investment income to
to average net assets		1.43	%5		2.49	%		2.47	%		1.39	%		1.57	%		1.96	%
'Portfolio turnover rate		25.77	%4		67.91	%		57.50	%		52.19	%		38.48	%		29.00	%
1 Unaudited.
2 The per share data has been adjusted to reflect a 5-for-1 stock split effective at the close of business on January 12, 2007.
3 The per-share data is based on average shares outstanding.
4 Based on operations for the period shown and, accordingly, not representative of a full year's operations.
5 Annualized.

Expense example                                                                              

                      unaudited

As a shareholder of the fund, you incur ongoing costs, including investment advisory services fees and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2009 through December 31, 2009).

Actual expenses:

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes:

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

	Beginning account value 7/1/2009		Ending account value 12/31/2009		Expenses paid during period*		Annualized expense ratio
Actual return	$	1,000.00	$	1,299.27	$	4.11		.71	%
Hypothetical 5% return before expenses		1,000.00		1,021.63		3.62		.71

* Expenses are equal to the fund’s annualized expense ratio of .71%, multiplied by the average account value over the period, multiplied by the number of days in the period, and divided by 365 (to reflect the one-half year period).

Offices of the fund and of the

investment adviser

Capital International, Inc.

11100 Santa Monica Boulevard, 15th Floor

Los Angeles, CA 90025-3384

6455 Irvine Center Drive

Irvine, CA 92618

Transfer agent for

shareholder accounts

American Funds Service Company

6455 Irvine Center Drive

Irvine, CA 92618

Custodian of assets

JPMorgan Chase Bank

270 Park Avenue

New York, NY 10017-2070

Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006-2401

Independent registered public accounting firm

PricewaterhouseCoopers LLP

350 South Grand Avenue

Los Angeles, CA 90071-2889

Principal underwriter

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, CA 90071-1406

This report is for the information of shareholders of Emerging Markets Growth Fund, but it also may be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund.

Investors should carefully consider the investment objectives, risks, charges and expenses of the fund. This and other important information is in the prospectus, which can be obtained from Capital International by calling 800-421-0180, ext. 96245 and should be read carefully before investing.

Emerging Markets Growth Fund is a U.S. domiciled open-end interval fund and redeems on a monthly basis as more fully described in its prospectus.

The Capital Group Companies

Capital InternationalCapital GuardianCapital Research and ManagementCapital Bank and TrustAmerican Funds

Lit. No. MFGESR-915-0210P (NLS)

Printed in USA  TAG/AFD/9099-S21142

© 2010 Emerging Markets Growth Fund, Inc.

ITEM 2 – Code of Ethics

Not applicable for filing of semi-annual reports to shareholders.

ITEM 3 – Audit Committee Financial Expert

Not applicable for filing of semi-annual reports to shareholders.

ITEM 4 – Principal Accountant Fees and Services

Not applicable for filing of semi-annual reports to shareholders.

ITEM 5 – Audit Committee of Listed Registrants

Not applicable to this Registrant, as the Registrant is not a listed issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934.

ITEM 6 – Schedule of Investments

The Schedule of Investments is included in the semi-annual report to shareholders.

ITEM 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable to this Registrant, as the Registrant is not a closed-end management investment company.

ITEM 8 – Portfolio Managers of Closed-End Management Investment Companies

Not applicable to this Registrant, as the Registrant is not a closed-end management investment company.

ITEM 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable to this Registrant, as the Registrant is not a closed-end management investment company.

ITEM 10 – Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors since the Registrant last submitted a proxy statement to its shareholders.  The procedures are as follows.  The Registrant has a Committee on Directors comprised solely of persons who are not considered ‘‘interested persons’’ of the Registrant within the meaning of the Investment Company Act of 1940, as amended. The Committee periodically reviews such issues as the Board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full Board of Directors. The Committee also evaluates, selects and nominates independent director candidates to the full Board. While the Committee normally is 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 Committee, c/o the Registrant’s Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the Committee.

ITEM 11 – Controls and Procedures

(a)	The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule.
(b)	There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12 – Exhibits

(a)(1)	Not applicable for filing of semi-annual reports to shareholders.
(a)(2)	The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMERGING MARKETS GROWTH FUND, INC.

By /s/ Victor D. Kohn

Victor D. Kohn, President and

     Chief Executive Officer

Date: March 2, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By /s/ Victor D. Kohn

Victor D. Kohn, President and

     Chief Executive Officer

Date: March 2, 2010

By /s/ Michael A. Felix

Michael A. Felix, Vice President and Treasurer

Date: March 2, 2010