<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted 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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 THURSDAY, OCTOBER 15, 1998
-----------------
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, 787 Seventh Avenue, 38th Floor, New York,
New York 10019, on Thursday, October 15, 1998 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 three (3) directors of the Fund.
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending May 31,
1999.
(3) To consider a shareholder proposal to have the Board of Directors
implement measures designed to enable shareholders to purchase and
sell shares of the Fund at net asset value.
The close of business on August 24, 1998 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
September 16, 1998.
By order of the Board of Directors,
/s/ Michael A. Pignataro
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: September 16, 1998
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 THURSDAY, OCTOBER 15, 1998
-----------------
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, 787 Seventh
Avenue, 38th Floor, New York, New York 10019 on Thursday, October 15, 1998
(commencing at 10:00 a.m.) 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 $3,500 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 September
16, 1998.
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, 1998 has been previously 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
the ratification of PricewaterhouseCoopers LLP as independent public accountants
of the Fund for the fiscal year ending May 31, 1999, AGAINST the shareholder
proposal to have the Board of Directors implement measures designed to enable
shareholders to purchase and sell shares of the Fund at net asset value, and in
accordance with the judgment of the persons named in the proxy on any other
matters that may properly come before the Meeting and that are deemed
appropriate. Any shareholder giving a Proxy
1
<PAGE>
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.
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. Proposal 2 requires for
approval the vote of a majority of the votes cast at the Meeting in person or by
proxy and Proposal 3 requires for approval the vote of a "majority" of the
outstanding voting shares of the Fund. "Majority" (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) means the lesser of (a) 67% or
more of the shares of the Fund present at the Meeting if the holders of more
than 50% of the outstanding shares of the Fund are present in person or by
proxy, or (b) more than 50% of the outstanding shares of the Fund. Because
abstentions and broker non-votes are not treated as shares voted, any
abstentions and broker non-votes would have no impact on Proposals 1 and 2 and
would have the same effect as a vote AGAINST Proposal 3.
The Fund has one class of shares of capital stock, par value $.001 per share
(the "Shares"). On the record date, August 24, 1998, 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 and processed on or
before 10:00 a.m. on October 15, 1998.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
three (3) 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.
2
<PAGE>
Enrique R. Arzac, Peter A. Gordon and Martin M. Torino, directors whose
current terms expire on the date of this Meeting, have been nominated for a
three-year term to expire at the 2001 Annual Meeting of Shareholders. Messrs.
Arzac, Gordon and Torino currently serve as directors of the Fund. Messrs.
Gordon and Torino have been members of the Board of Directors since the Fund
commenced operations in 1992, and Mr. Arzac has served as a director since 1996.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement. Each 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. Priest 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 1998 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 COMPANIES AND
AUGUST 24, AND PRINCIPAL EMPLOYMENT MEMBERSHIP ON PUBLICLY HELD
NAME (AGE) 1998 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
- ----------------------------------- ------------- -------------------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (56) 700 Professor of Finance and Econom- Since 1996; cur- Director of nine
Columbia University ics, Graduate School of rent term ends at other BEA-advised
Graduate School of Business, Columbia University the 1998 annual investment compa-
Business (1971-present). meeting. nies; Director of
New York, NY 10027 The Adam Express
Company; Director
of Petroleum and
Resources Corpo-
ration.
James J. Cattano (54) ............. 0 President, Primary Resource Inc. Since 1994; cur- Director of six
55 Old Field Point Road (an international trading rent term ends at other BEA-advised
Greenwich, CT 06830 company specializing in the sale the 2000 annual investment compa-
of agricultural commodities in meeting. nies.
Latin American markets)
(10/96-present); President,
Atlantic Fertilizer & Chemical
Company (an international
trading company specializing in
the sale of agricultural
commodities in Latin American
markets) (10/91-10/96).
</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 COMPANIES AND
AUGUST 24, AND PRINCIPAL EMPLOYMENT MEMBERSHIP ON PUBLICLY HELD
NAME (AGE) 1998 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
- ----------------------------------- ------------- -------------------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Peter A. Gordon (55) .............. 0 Currently retired; General Since 1992; cur- Director of five
284 Coopers Neck Lane Partner of Ethos Capital rent term ends at other BEA- advised
P.O. Box 1327 Management (6/92-12/95); the 1998 annual investment
Southampton, NY 11968 Managing Director at Salomon meeting. companies;
Brothers Inc (1981-6/92). Director of TCS
Fund, Inc.;
Director of the
Mills
Corporation.
George W. Landau (78) ............. 2,000 Senior Advisor, Latin America Since 1992; cur- Director of six
Two Grove Isle Drive Group, The Coca-Cola Company rent term ends at other BEA-advised
Coconut Grove, FL 33133 (1988-present); President of the the 1999 annual investment compa-
Americas Society and Council of meeting. nies; Director of
the Americas (7/85-10/93); Emigrant Savings
United States Ambassador to Bank; Director of
Venezuela (1982-1985); United GAM Funds, Inc.
States Ambassador to Chile
(1977-1982) and United States
Ambassador to Paraguay
(1972-1977).
William W. Priest, Jr.* (56) 1,000 Chairman--Management Committee, Since 1997; cur- Director of ten
153 East 53rd Street Chief Executive Officer and rent term ends at other BEA-advised
New York, NY 10022 Executive Director of BEA 2000 annual investment compa-
(12/90-present). meeting. nies.
Martin M. Torino (48) ............. 0 Chairman of the Board of Ingenio Since 1992; cur- Director of five
Mantare S.A. y Refineria San Martin Del rent term ends at other BEA-advised
25 de Mayo 252 14e Tabacal S.A. (8/96-present); the 1998 annual investment compa-
Capital Federal 1002 Executive Director of TAU S.A. meeting. nies.
Buenos Aires, Argentina (a commodities trading firm)
(11/90-present); President of
DYAT S.A. (10/93-
present).
Richard W. Watt* (39) ............. 1,790 Managing Director of BEA Since 1995; cur- Director of seven
153 East 53rd Street (7/96-present); Senior Vice rent term ends at other BEA-advised
New York, NY 10022 President of BEA (8/95-6/96); the 1999 annual investment compa-
Head of Emerging Markets meeting. nies.
Investments and Research at
Gartmore Investment Limited
(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........ 4,190
</TABLE>
4
<PAGE>
During the fiscal year ended May 31, 1998, 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 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, 1998 to all
such unaffiliated directors was $39,500. During the fiscal year ended May 31,
1998, the Board convened six times. Each director 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,
1998. 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 consider nominees
recommended by shareholders in the event any vacancies arise. Recommendations
should be submitted to the Board care of the Secretary of the Fund. 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, 1998, all filing requirements
applicable to such persons were complied with.
The following table shows certain information about officers of the Fund
other than Messrs. Priest and Watt, who are described above. Mr. Priest is
Chairman of the Board of the Fund and was appointed to such position on February
11, 1997. Mr. Watt is President and Chief Investment Officer of the Fund. Mr.
Watt was appointed to his positions on February 11, 1997, having previously
served as Executive Vice President and Investment Officer of the Fund since
August 15, 1995. Ms. Setnicka was appointed to her position as Treasurer on
August 12, 1997, having been previously the Assistant Treasurer since May 14,
1996. Mr. Pignataro has been an officer since the commencement of the Fund's
operations. On August 12, 1997, Mr. Liebes and Mr. Del Guercio were elected
Senior Vice President and Vice President of the Fund, respectively. Mr. Hrabchak
was elected investment officer of the Fund on November 4, 1997. 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 CURRENT PRINCIPAL OCCUPATION AND
OWNED ON PRINCIPAL EMPLOYMENT DURING THE PAST FIVE
NAME AGE AUGUST 24, 1998 POSITION WITH FUND YEARS
- ------------------------------ ----- ----------------- ----------------------- -----------------------------------------
<S> <C> <C> <C> <C>
Robert Hrabchak .............. 34 0 Investment Officer Vice President of BEA (6/97-present);
153 East 53rd Street Senior Portfolio Manager, Merrill Lynch
New York, NY 10022 Asset Management, Hong-Kong (1/95-5/97);
Associate, Salomon Brothers Inc
(4/93-1/95).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON PRINCIPAL EMPLOYMENT DURING THE PAST FIVE
NAME AGE AUGUST 24, 1998 POSITION WITH FUND YEARS
- ------------------------------ ----- ----------------- ----------------------- -----------------------------------------
<S> <C> <C> <C> <C>
Hal Liebes ................... 34 0 Senior Vice President Senior Vice President and General Counsel
153 East 53rd Street of BEA (3/97-present); Vice President and
New York, NY 10022 Legal Counsel for BEA (6/95-3/97); Chief
Compliance Officer, CS First Boston
Investment Management (94-95); Staff
Attorney, Division of Enforcement, U.S.
Securities and Exchange Commission
(91-94); Associate, Morgan, Lewis &
Bockius (89-91).
Rocco A. Del Guercio ......... 35 0 Vice President Administrative Officer for BEA-advised
153 East 53rd Street investment companies (6/96-present);
New York, NY 10022 Assistant Treasurer, Bankers Trust Corp.,
Fund Administration (3/94-6/96); Mutual
Fund Accounting Supervisor, Dreyfus
Corporation (4/87-3/94).
Michael A. Pignataro ......... 38 0 Chief Financial Officer Vice President of BEA (12/95-present);
153 East 53rd Street and Secretary Assistant Vice President and Chief
New York, NY 10022 Administrative Officer for Investment
Companies of BEA (9/89-12/95).
Wendy S. Setnicka ............ 34 0 Treasurer Assistant Vice President of BEA
153 East 53rd Street (1/97-present); Administrative Officer
New York, NY 10022 for Investment Companies of BEA
(11/93-present); Supervisor of Fund
Accounting and Administration at Reich &
Tang LP (6/89-11/93).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended May 31, 1998. 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>
Dr. Enrique R. Arzac ......... $8,000 0 0 $94,500 10
James J. Cattano ............. $8,000 0 0 $54,500 7
Peter A. Gordon .............. $7,500 0 0 $45,500 6
George W. Landau ............. $8,000 0 0 $55,000 7
Martin M. Torino ............. $8,000 0 0 $46,000 6
</TABLE>
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
6
<PAGE>
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 PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the fiscal year ending May 31,
1999. At a meeting held on May 12, 1998, the Board, including those directors
who are not "interested persons" of the Fund, approved the selection of
PricewaterhouseCoopers LLP for the fiscal year ending May 31, 1999.
PricewaterhouseCoopers LLP (as successor to 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. Effective July 1, 1998 with the completion of
the merger between Coopers & Lybrand L.L.P. and Price Waterhouse LLP, the newly
formed PricewaterhouseCoopers LLP began acting as the Fund's independent public
accountants. A representative of PricewaterhouseCoopers LLP 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 PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL 3: SHAREHOLDER PROPOSAL
The Fund has received the following proposal and supporting statement from
Mr. William Steiner, who advised the Fund that, at the time he submitted his
proposal to the Fund, he had owned shares of the Fund with a market value of at
least $1,000 continuously for the preceding year. The Fund will provide the
address of Mr. Steiner to any person who so requests such information orally or
in writing, promptly upon the receipt of any oral or written request therefor,
to BEA at 153 East 53rd Street, 57th Floor, New York, New York 10022. The Board
and the Fund accept no responsibility for the accuracy of either the proposal or
Mr. Steiner's supporting statement. For the reasons set forth in detail in the
Opposing Statement of the Board of Directors, which follows Mr. Steiner's
Supporting Statement, the Board of Directors recommends a vote AGAINST this
shareholder proposal. The text of the shareholder proposal and supporting
statement is as follows:
"RESOLVED: That the shareholders of the Fund recommend that the Board of
Directors expedite the process to ensure the Fund's shares can be purchased and
or sold at net asset value. Suggested alternatives include: (1) conversion to an
open-end investment company; or (2) a merger of the Fund with an existing
open-end investment company.
SUPPORTING STATEMENT
"Shares of the Fund have consistently been trading at a significant discount
to net asset value (NAV), this is unacceptable.
"As a long term owner of the shares, I believe that shareholder loyalty and
patience have not been rewarded. It is my belief that the closed-end structure
has exacted huge costs in lost income, far exceeding any benefits shareholders
may have hoped to receive over the years. I strongly believe that shareholders
would benefit significantly by changing the Fund from a closed-end investment
company to an open-end investment company. I believe the one time conversion
cost would be inconsequential in relation to the greater price appreciation that
could immediately benefit shareholders.
"Recent conversion of closed-end funds to open-end funds, and in a number of
cases supported by their Board of Directors, have been amply rewarding to
shareholders. Furthermore, it is my opinion that
7
<PAGE>
this strategic move will provide the Fund with the opportunity to raise new
capital more easily by selling shares at net asset value plus any applicable
sales commissions. Funds that have recently moved to an open-end structure are
Pilgrim America Bank and Thrift Fund, Inc. and New Age Media Fund, Inc.
"Management has not been successful in an effort to address the discount
problem over the years. The Board of Directors has a fiduciary duty to the
shareholders. I believe they must be urged to consider the value enhancing
options in this proposal. It is both timely and proper. Most importantly, it
will be substantially beneficial to shareholders' net worth.
"I URGE YOUR SUPPORT, VOTE FOR THIS PROPOSAL."
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED ABOVE AND
STRONGLY URGES ALL SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS
NOTED BELOW.
On May 12, 1998, the Board unanimously resolved to recommend that you vote
AGAINST this Proposal.
The directors and the Non-interested Directors monitor the Fund's market
discount and analyze available remedial actions on an on-going basis, including
at their quarterly Board meetings, and held a meeting on April 2, 1998 for the
specific purpose of addressing this issue. The Board and the Non-interested
Directors have discussed at length, both internally and with industry analysts
and others, possible approaches to the market discount issue, including the
conversion to open-end status.
While the Board and the Non-interested Directors recognize the importance of
protecting the value of the Shareholders' interest in the Fund, they do not
believe that the actions suggested by Mr. Steiner are appropriate at this time.
Based on analysis which they have already performed, the directors and the Non-
interested Directors believe for the reasons stated below that the benefits to
Shareholders of the closed-end status of the Fund currently continue to outweigh
the advantages which an open-ended structure would procure.
Market discounts occur when the market value of a publicly traded closed-end
fund share is less than its underlying net asset value. Shares of the Fund, like
shares of many other closed-end funds, have been trading at significant market
discounts for quite some time. Because the discount is a market-wide and
cyclical phenomenon, driven largely by market forces, there are limits to what
can be done, although certain actions are often presented as potential remedies
to market discount. The market discount in the closed-end country fund industry
is influenced to a large extent by general economic conditions affecting the
underlying investments and reflects the general volatility of emerging markets.
Converting the Fund into an "open-end fund," commonly known as a mutual
fund, whether through a conversion of the Fund itself or by way of a merger of
the Fund into another open-ended fund, would permit Shareholders to redeem
Shares at net asset value upon request. Although open-ending the Fund would
undoubtedly eliminate the discount, the Board and the Non-interested Directors
believe that the Shareholders derive many benefits from the Fund's closed-end
structure. This structure allows BEA to concentrate on managing a stable pool of
assets, without the need to keep assets in low-yielding cash or to liquidate
assets, sometimes at inopportune times, to meet redemption requests. The
closed-end structure also allows the investment managers to buy more illiquid
holdings, such as private equities, which can benefit Fund performance. The
closed-end structure is entirely consistent with the Fund's investment objective
of long-term capital appreciation and affords the opportunity to engage in
private equity
8
<PAGE>
investing to a greater extent than would be legally or practically permissible
in an open-end format. Private equity investments may offer attractive
opportunities to acquire at favorable prices and on favorable terms securities
that may benefit from the economic restructuring in the emerging markets. The
closed-end structure thus enables shareholders to gain access to securities
which are not represented in the public markets, with the potential for higher
returns.
Open-ending the Fund also would require the Board to consider whether and
how to spend the Fund's money to market the Fund's Shares, which would affect
the Fund's performance. If the Board decides not to spend the Fund's money on
marketing the Shares, redemptions could shrink the Fund's asset base to the
point where its expense ratio increases, simply because fixed expenses are
spread across a smaller asset base. For now, the Board and the Non-interested
Directors continue to be guided by the principles upon which the Fund was
established, and which caused investors to buy the Fund in the first place.
Open-ending the Fund would fundamentally change its character in ways that the
Board and the Non-interested Directors do not believe are in the best interests
of the Shareholders at this time.
Although the Board and the Non-interested Directors will continue to assess
the merits of open-ending the Fund, there are some less drastic steps that the
Fund can take, and has taken, to reduce the discount. Chief among these has been
the greater effort to increase the Fund's visibility in the investment
community. In this regard, the Fund's portfolio managers have been meeting with
analysts and institutional investors to ensure that the investment community has
access to important information about the Fund and its investments. The Fund is
now also publishing net asset values daily (instead of weekly) to give all
Shareholders current and immediate valuation information. Daily net asset values
are available by calling the Fund at 1-800-293-1232 or by visiting the BEA
Funds' Website (www.beafunds.com). Management of BEA is expanding the Website to
include reasonably current portfolio information on-line. We believe these steps
are likely to increase potential investor demand generally for Shares of the
Fund.
As summarized above, the Board and the Non-interested Directors are working
in cooperation with BEA towards enhancing shareholder value and will continue to
study other steps towards reducing the discount. The Board and the
Non-interested Directors do not believe that open-ending the Fund is in the
interest of the shareholders at this time and therefore urge shareholders to
vote AGAINST the shareholder proposal.
THE BOARD, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE
SHAREHOLDERS VOTE "AGAINST" THE SHAREHOLDER PROPOSAL.
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 1999 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than May 29, 1999. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 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 shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
9
<PAGE>
Pursuant to the Bylaws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The Emerging Markets Telecommunications Fund, Inc. c/o
BEA Associates, 153 E. 53rd Street, 57th Floor, New York, NY 10022 not later
than 60 days prior to the date of the meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, any such notice by a shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice of the date of the annual meeting was given or
such public disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of Shares of the capital stock of the Fund which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares of the
Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OWNED SHARES
- --------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
*President and Fellows of Harvard College...................... 829,600 9.8%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
</TABLE>
- --------------
* As stated in a Schedule 13G filed with the Securities and Exchange Commission.
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.
10
<PAGE>
THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.
-------------------------------------------------------------
3916-PS-98
<PAGE>
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints Messrs. Michael A. Pignataro and
Rocco A. Del Guercio as Proxies, each with the power to appoint his
R substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side and in accordance with their judgment on
O such other matters as may properly come before the meeting or any
adjournments thereof, all shares of The Emerging Markets
X Telecommunications Fund, Inc. (the "Fund") that the undersigned is
entitled to vote at the annual meeting of shareholders on Thursday,
Y October 15, 1998, 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
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2 and against Proposal 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1,
"FOR" PROPOSAL 2 AND "AGAINST" PROPOSAL 3.
1--ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
<TABLE>
<S> <C>
Nominees: Enrique R. Arzac (three-year term) 2--TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
Peter A. Gordon (three-year term) PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT / / / / / /
Martin M. Torino (three-year term) PUBLIC ACCOUNTANTS OF THE FUND FOR THE
FISCAL YEAR ENDING MAY 31, 1999:
FOR ALL NOMINEES WITHHOLD ALL NOMINEES This proxy when properly executed will be voted in the manner
/ / / / directed herein by the undersigned shareholder.
3--TO APPROVE OR DISAPPROVE THE SHAREHOLDER FOR AGAINST ABSTAIN
/ / ______________________________________ PROPOSAL TO HAVE THE BOARD OF DIRECTORS / / / / / /
For all nominees except as noted above IMPLEMENT MEASURES DESIGNED TO ENABLE
SHAREHOLDERS TO PURCHASE AND SELL SHARES
OF THE FUND AT NET ASSET VALUE:
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When shares are
held by joint tenants, both should sign. 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:_______________
</TABLE>
