<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Emerging Markets Telecommunications Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, SEPTEMBER 24, 1996
-----------------
TO THE SHAREHOLDERS OF
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The
Emerging Markets Telecommunications Fund, Inc. (the "Fund") will be held at the
offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
47th Floor, New York, New York 10022, on Tuesday, September 24, 1996 commencing
at 10:00 a.m., New York City time. The purpose of the meeting is to consider and
act upon the following proposals and to consider and act upon such other matters
as may properly come before the meeting or any adjournments thereof:
(1) To elect four (4) directors of the Fund.
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
public accountants of the Fund for the fiscal year ending May 31,
1997.
The close of business on July 12, 1996 has been fixed as the record date for
the determination of the shareholders entitled to notice of, and to vote at, the
meeting.
This notice and related proxy material are first being mailed on or about
July 23, 1996.
By order of the Board of Directors,
[SIG]
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: July 23, 1996
New York, New York
<PAGE>
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, SEPTEMBER 24, 1996
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held at the offices of Willkie Farr & Gallagher, One Citicorp
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022 on Tuesday,
September 24, 1996 and at any adjournments thereof (collectively, the
"Meeting"). A Notice of Annual Meeting of Shareholders and a proxy card (the
"Proxy") accompany this Proxy Statement. Proxy solicitations will be made
primarily by mail, but solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Fund, BEA
Associates, the investment adviser to the Fund ("BEA"), Bear Stearns Funds
Management Inc., the administrator of the Fund (the "Administrator"), or
MacKenzie Partners Inc. ("MacKenzie"), a proxy solicitation firm that has been
retained by the Fund and which will receive a fee of approximately $3,000 and
will be reimbursed for its reasonable expenses. All costs of solicitation,
including (a) printing and mailing of this Proxy Statement and accompanying
material, (b) the reimbursement of brokerage firms and others for their expenses
in forwarding solicitation material to the beneficial owners of the Fund's
shares, (c) payment of MacKenzie for its services in soliciting Proxies and (d)
supplementary solicitations to submit Proxies, will be borne by the Fund. This
Proxy Statement is expected to be mailed to shareholders on or about July 23,
1996.
The principal executive office of BEA is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The Administrator has its
principal executive office at 245 Park Avenue, 15th Floor, New York, New York
10167.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended May 31, 1996 is concurrently being furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
Proposal 2 stated in the accompanying Notice of Annual Meeting and FOR any other
matters that may properly come before the Meeting and that are deemed
appropriate. Any shareholder giving a Proxy has the right to attend the Meeting
to vote his shares in person (thereby revoking any prior Proxy) and also the
right to revoke the Proxy at any time by written notice received by the Fund
prior to the time it is voted.
1
<PAGE>
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Proxy
Statement prior to any adjournment if sufficient votes have been received and it
is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of the Fund entitled to vote at the Meeting. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy while Proposal 2 requires for
approval the vote of a majority of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.
The Fund has one class of shares of capital stock, par value $.001 per share
(the "Shares"). On the record date, July 12, 1996, there were 8,434,919 Shares
outstanding. Each Share is entitled to one vote at the Meeting, and fractional
Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope;
--allow sufficient time for the Proxy to be received on or before 10:00 a.m.
on September 24, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
four (4) directors of the Fund, each to hold office for such term set forth
below and until his successor is elected and qualified.
The Board is divided into three classes, each class having a term of no more
than three years. Each year the term of office of one class expires and the
successor or successors elected to such class will serve for a three-year term.
Emilio Bassini and George Landau, directors whose current terms expire on
the date of this Meeting, have been nominated for a three-year term to expire at
the 1999 Annual Meeting of Shareholders. Messrs. Bassini and Landau currently
serve as directors of the Fund and have been members of the Board of Directors
since the Fund commenced operations in 1992.
On August 15, 1995, the Board of Directors increased the size of the Board
to seven. Mr. Richard Watt was elected by the Board of Directors to fill the
newly created vacancy until the date of this Annual Meeting of Shareholders and
until his successor is duly elected and qualified. On February 13, 1996, the
Board of Directors further increased the size of the Board to eight. Dr. Enrique
Arzac was elected by the Board of
2
<PAGE>
Directors to fill the newly created vacancy. The elections of Mr. Watt and Dr.
Arzac are now being submitted to the Fund's shareholders for their approval. If
approved by the Shareholders, Mr. Watt will serve as a Director for a term of
three years to expire at the 1999 Annual Meeting of Shareholders and Dr. Arzac
will serve as a Director for a term of two years to expire at the 1998 Annual
Meeting of Shareholders.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement. Each nominee or director
named below who is deemed an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk. Messrs. Bassini, Sigg and Watt are interested persons of the Fund by
virtue of their positions as directors and/or officers of BEA.
The following table sets forth certain information regarding the nominees
for election to the Board of the Fund, Directors whose terms of office continue
beyond the 1996 annual meeting, and the officers and directors of the Fund as a
group. Each of the nominees, directors and officers of the Fund has sole voting
and investment power with respect to the Shares shown. Each nominee, each
director and the officers and directors of the Fund as a group owns less than
one percent of the outstanding Shares of the Fund.
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
JULY 12, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (54) 200 Professor of Finance and Director of Since 1996; cur- Director of nine
Columbia University the Financial Management Program, rent term ends at other BEA-advised
Graduate School of Graduate School of Business, Colum- the 1996 annual investment compa-
Business bia University (1971-present). meeting. nies; Director of
New York, NY 10027 The Adam Express
Company; Director
of Petroleum and
Resources Corpo-
ration.
Emilio Bassini* (45) ...... 3,970 Managing Principal of Bassini, Play- Since 1992; cur- Director of seven
153 East 53rd Street fair + Associates LLC (12/95-pre- rent term ends at other BEA-advised
New York, NY 10022 sent); Member of the Executive the 1996 annual investment compa-
Committee and Executive Director of meeting. nies.
BEA (1984-present).
James J. Cattano (52) ..... 0 President, Atlantic Fertilizer & Since 1994; cur- Director of six
80 Field Point Road Chemical Company (an international rent term ends at other BEA-advised
Greenwich, CT 06830 trading company specializing in the the 1997 annual investment compa-
sale of agricultural commodities in meeting. nies.
Latin American markets)
(10/91-present); President, Diamond
Fertiliser & Chemical Corporation, a
subsidiary of Norsk Hydro A.S. (a
Norwegian agriculture, oil and gas,
light metals and petrochemical
company)(1/84-10/91).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
JULY 12, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Peter A. Gordon (53) ...... 0 Former General Partner of Ethos Since 1992; cur- Director of TCS
152 West 57th Street Capital Management; Managing Di- rent term ends at Fund, Inc.; Direc-
New York, NY 10019 rector at Salomon Brothers Inc the 1998 annual tor of five other
(1981-6/92). meeting. BEA-advised in-
vestment compa-
nies; Director of
the Mills Corpo-
ration.
George W. Landau (76) ..... 1,000 Chairman of the Latin American Since 1992; cur- Director of six
Two Grove Isle Drive Advisory Board of the Coca-Cola rent term ends at other BEA-advised
Coconut Grove, FL 33133 Corporation and Senior Advisor of the 1996 annual investment compa-
Coca-Cola International (1988- meeting. nies; Director of
present); President of the Americas Emigrant Savings
Society and Council of the Americas Bank; Director of
(7/85-10/93); United States Am- GAM Funds, Inc.
bassador to Venezuela (1982-1985);
United States Ambassador to Chile
(1977-1982) and United States Am-
bassador to Paraguay (1972-1977).
Daniel Sigg* (40) ......... 0 Member of the Executive Committee, Since 1994; cur- Director of ten
153 East 53rd Street Chief Financial Officer and Ex- rent term ends at other BEA-advised
New York, NY 10022 ecutive Director of BEA (5/95-pre- the 1997 annual investment compa-
sent); Member of the Executive meeting. nies.
Committee and Managing Director of
BEA (2/92-4/95); Vice President of
Marketing of BEA (1/91-1/92);
President of Credit Suisse Advisors
Corporation (12/95-present); Presi-
dent of Credit Suisse Capital Corpo-
ration (12/94-present); Director and
Vice President of Credit Suisse Cap-
ital Corporation (12/90-11/94).
Martin M. Torino (46) ..... 0 Executive Director of TAU S.A. (a Since 1992; cur- Director of five
Reconquista 365, 9th Fl. commodities trading firm) rent term ends at other BEA-advised
Capital Federal 1003 (11/90-present); President of DYAT the 1998 annual investment compa-
Buenos Aires, Argentina S.A. (10/93-present); Vice President meeting. nies.
of Louis Dreyfus Sugar Company, Inc.
(a commodities trading firm)
(1984-1990).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
JULY 12, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Richard Watt* (37) ........ 0 Senior Vice President of BEA Since 1995; cur- Director of three
153 East 53rd Street (8/95-present); Head of Emerging rent term ends at other BEA-advised
New York, NY 10022 Markets Investments and Research at the 1996 annual investment compa-
Gartmore Investment Limited meeting. nies.
(11/92-6/95); Director of Kleinwort
Benson International Investment
(5/87-10/92).
All directors and officers
(12 persons, including
the foregoing) as a
group.................... 5,170
</TABLE>
During the fiscal year ended May 31, 1996, each director who is not a
director, officer, partner, co-partner or employee of BEA, the Administrator, or
any affiliate thereof, received an annual fee of $5,000 and $500 for each
meeting of the Board attended by him (other than telephonic meetings) and was
reimbursed for expenses incurred in connection with his attendance at the Board
meetings. The total remuneration paid or accrued by the Fund during the fiscal
year ended May 31, 1996 to all such unaffiliated directors was $29,458. During
the fiscal year ended May 31, 1996, the Board convened nine times. Each director
except Messrs. Gordon and Watt attended at least seventy-five percent of the
aggregate number of meetings of the Board and any committee on which he served
held during the period for which he was a Director.
Messrs. Arzac, Cattano, Gordon, Landau and Torino constitute the Fund's
Audit Committee, which is composed of directors who are not interested persons
of the Fund. The Audit Committee met twice during the fiscal year ended May 31,
1996. The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund. The Board performs the
functions of a nominating committee. The Board will not consider nominees
recommended by shareholders. The Fund does not have a compensation committee.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act require the Fund's officers and directors, officers and directors
of the investment adviser, affiliated persons of the investment adviser, and
persons who beneficially own more than ten percent of the Fund's Shares, to file
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Fund. Based solely upon its review of the copies of such
forms received by it and written representations from such persons, the Fund
believes that, for the fiscal year ended May 31, 1996, all filing requirements
applicable to such persons were complied with, except that an Initial Statement
of Beneficial Ownership on Form 3 was filed late by each of the following
directors and/or officers of the Fund: Enrique Arzac, Richard Watt and Stephen
Swift.
The following table shows certain information about officers of the Fund
other than Messrs. Bassini, Sigg and Watt, who are described above. Mr. Bassini
is Chairman of the Board, President and Chief Investment Officer of the Fund.
Mr. Sigg is Senior Vice President of the Fund and has been an officer since
5
<PAGE>
April 1993. Mr. Watt is Senior Vice President and Investment Officer of the Fund
and has been an officer since August 1995. Messrs. Bassini and Pignataro have
been officers since the commencement of the Fund's operations. Mr. Stamler and
Ms. Manney have been officers since July 1993 and October 1992, respectively.
Mr. Swift has been Senior Vice President and Investment Officer of the Fund
since November 1995. Each officer of the Fund will hold office until a successor
has been elected by the Board. All officers of the Fund are employees of and are
compensated by BEA.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE JULY 12, 1996 POSITION WITH FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- ------------------------------ --- --------------- ----------------------- --------------------------------------------
<S> <C> <C> <C> <C>
Stephen Swift ................ 50 0 Senior Vice President Managing Director of BEA (6/95-present);
153 East 53rd Street and Investment Head of Global Equities at Credit Suisse As-
New York, NY 10022 Officer set Management (10/91-5/95); Portfolio man-
ager of CS Tiger Fund (10/91-present); Man-
aging Director of Southeast Asian Equities
at Wardley Investment Services (a subsidiary
of Hong Kong and Shanghai Bank) (1/89-9/91).
Paul P. Stamler .............. 35 0 Senior Vice President Vice President of BEA (6/93-present);
153 East 53rd Street self-employed as a certified public
New York, NY 10022 accountant (4/92-5/93); Vice President of
Bear, Stearns & Co. Inc. (6/88-3/92).
Michael A. Pignataro ......... 36 0 Chief Financial Officer Vice President of BEA (12/95-present); As-
153 East 53rd Street and Secretary sistant Vice President and Chief Administra-
New York, NY 10022 tive Officer for Investment Companies of BEA
(9/89-12/95).
Rachel D. Manney ............. 29 0 Vice President and Assistant Vice President and Administrative
153 East 53rd Street Treasurer Officer for Investment Companies of BEA
New York, NY 10022 (4/92-present); Senior Associate at Coopers
& Lybrand (certified public accountant)
(1989-1992).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended May 31, 1996. None of the Fund's executive
officers or directors who are also officers or directors of BEA received any
compensation from the Fund for such period. The Fund has no bonus, profit
sharing, pension or retirement plans.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL TOTAL NUMBER
BENEFITS ESTIMATED COMPENSATION FROM OF BOARDS OF
ACCRUED AS ANNUAL FUND AND BEA-ADVISED
AGGREGATE PART OF BENEFITS FUND COMPLEX INVESTMENT
COMPENSATION FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
- ------------------------------ ------------ ---------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Enrique R. Arzac+ ............ $1,958 0 0 $41,667 10
James J. Cattano ............. $7,000 0 0 $49,000 7
Peter A. Gordon .............. $6,500 0 0 $39,000 6
George W. Landau ............. $7,000 0 0 $49,000 7
Martin M. Torino ............. $7,000 0 0 $42,000 6
</TABLE>
- ------------------------
+ Dr. Arzac became a director of the Fund in February 1996, and therefore
earned a prorated annual fee for his services.
6
<PAGE>
BEA and BEA Capital LLC, a company organized and controlled by Mr. Bassini
and a former officer of BEA, have entered into a consulting agreement, dated as
of December 12, 1995, pursuant to which BEA Capital LLC will provide consulting
services to BEA with respect to private equity investments held by BEA clients
for a fee of $2 million per annum payable by BEA. This consulting agreement is
terminable by either party as of the last day of any calendar year commencing on
December 31, 1996; provided, that if BEA terminates this agreement as of
December 31, 1996, BEA is required to pay BEA Capital LLC an additional $2
million as a termination fee.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meeting will be the ratification
or rejection of the selection by the Board of Coopers & Lybrand L.L.P. as
independent public accountants of the Fund for the fiscal year ending May 31,
1997. At a meeting held on May 14, 1996, the Board, including those directors
who are not "interested persons" of the Fund, approved the selection of Coopers
& Lybrand L.L.P. for the fiscal year ending May 31, 1997. Coopers & Lybrand
L.L.P. has been the Fund's independent public accountants since the Fund
commenced operations in 1992, and has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of Coopers &
Lybrand L.L.P. will be available by telephone at the Meeting and will have the
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS.
7
<PAGE>
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING;
SHAREHOLDER PROPOSALS
The Board is not aware of any other matters that will come before the
Meeting. Should any other matter properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 1997 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than March 25, 1997. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The Fund believes that there is no person who may be deemed a beneficial
owner of 5% or more of the Shares of the Fund.
REPORTS TO SHAREHOLDERS
The Fund sends unaudited semi-annual and audited annual reports to its
shareholders, including a list of investments held. THE FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, UPON
REQUEST TO THE FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, TELEPHONE (1-800-293-1232). THESE REQUESTS WILL BE HONORED WITHIN
THREE BUSINESS DAYS OF RECEIPT.
8
<PAGE>
THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.
-------------------------------------------------------------
<PAGE>
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Emilio Bassini and
Michael A. Pignataro as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to
vote, as designated below and in accordance with their judgment
on such other matters as may properly come before the meeting or
any adjournments thereof, all shares of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") that the undersigned
is entitled to vote at the annual meeting of shareholders on
Tuesday, September 24, 1996, and at any adjournment thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE>
/X/ Please mark
votes as in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
1--ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
<TABLE>
<S> <C>
Nominees: Enrique R. Arzac (two-year term) 2--TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
Emilio Bassini (three-year term) COOPERS & LYBRAND L.L.P. AS INDEPENDENT / / / / / /
George W. Landau (three-year term) PUBLIC ACCOUNTANTS OF THE FUND FOR THE
Richard Watt (three-year term) FISCAL YEAR ENDING MAY 31, 1997:
FOR WITHHOLD This proxy when properly executed will be voted in the manner
/ / / / directed herein by the undersigned shareholder.
/ / ______________________________________
For all nominees except as noted above IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature: _______________________ Date:_______________ Signature: _____________________________ Date:_______________
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