Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570
March 31, 1999
Dear Fellow Shareholder of The Emerging Markets Infrastructure Fund:
As a long-term shareholder, I am concerned about our Fund's poor
long-term performance and the persistent discount from net asset value ("NAV")
at which its shares have traded. To give shareholders greater influence on
matters affecting the value of their investment in the Fund, at the 1999 Meeting
of Shareholders I intend to nominate two persons for election as directors of
the Fund. I also intend to introduce and/or support three proposals for action
by shareholders.
The persons I intend to nominate for election as directors are Gerald
Hellerman and myself. Each of us is committed to exploring fully and
implementing measures intended to improve the Fund's performance and to reduce
or eliminate the discount from NAV. If elected, the actions Mr. Hellerman and I
may urge the Board of Directors to consider and implement will include:
Terminating the Fund's investment advisory agreement with Credit
Suisse Asset Management and engaging a new investment advisor for the Fund;
Converting the Fund from a closed-end fund to an open-end fund;
Aggressively repurchasing the Fund's shares in the stock market;
Conducting a self-tender offer at a premium to the market price;
and
Liquidating the Fund.
At the meeting, the following proposals will be introduced for approval by
shareholders:
A resolution that I submitted calling for shareholders to be
afforded an opportunity to realize NAV for their shares;
A resolution terminating the investment advisory agreement between
the Fund and Credit Suisse Asset Management, the Fund's investment adviser.
A resolution calling for the Fund to reimburse the reasonable
proxy solicitation expenses of each "serious nominee" for director.
The boards of directors of closed-end funds managed by Credit Suisse
have a history of opposing proposals to eliminate the discount -- and ignoring
them when they are approved by the shareholders. Shareholders of two such funds,
The Emerging Markets Telecommunications
<PAGE>
Fund and The First Israel Fund, voted overwhelmingly to open-end them but their
boards did not comply with the shareholders' wishes. Consequently, one must
question whether those directors, some of whom are also directors of our Fund,
are loyal to the shareholders they are supposed to represent or to Credit
Suisse.
A few months ago, I submitted a proposal to afford shareholders of our
Fund an opportunity to realize NAV but I was concerned that our Board might
similarly fail to act despite a clear mandate from the shareholders. At a
meeting with several of the directors, I asked whether the Board would commit to
implementing my proposal (which is presented in the Fund's proxy statement) if
shareholders approved it by a margin of at least 2 to 1. The Board declined to
make such a commitment. As a result, I have concluded that if the shareholders
of our Fund are to be afforded an opportunity to realize NAV, they will need
representatives on the Board who share that view.
Additionally, the link between Credit Suisse and the Board must be
severed so that there is no question about where the loyalties of the directors
lie. I recognize that some shareholders may be reluctant to vote to terminate
the advisory contract with Credit Suisse but I firmly believe that such action
is necessary. In my view, Credit Suisse is the main impediment to allowing
shareholders to realize NAV because of its concerns that its fees may be
adversely impacted if shareholders are allowed to cash out at NAV. This is a
conflict of interest that we need to eliminate. Once Credit Suisse is out of the
picture, I am convinced that any resistance to allowing shareholders to realize
NAV will melt like a snowman in July.
To enable me to vote your shares in favor of the election of my
nominees and the proposals noted above, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED GREEN PROXY CARD IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE. You may
vote on all proposals contained on the Fund's proxy card by using the enclosed
GREEN proxy card. Instructions for executing the GREEN proxy card are contained
in the enclosed proxy statement. If you have already returned the proxy card
sent to you by the Fund, you may revoke that proxy and vote for my nominees and
all the proposals by marking, signing, dating and mailing a later dated GREEN
proxy card. If you have any questions, please call me at (914) 747- 5262.
Sincerely yours,
Phillip Goldstein
IMPORTANT: AFTER SUBMITTING A GREEN PROXY CARD, PLEASE DO NOT RETURN THE
FUND'S PROXY CARD (EVEN TO WITHHOLD AUTHORITY FOR MANAGEMENT'S NOMINEES).
REMEMBER, IF YOU WANT TO ELECT DIRECTORS WHO ARE COMMITTED TO DELIVERING NAV,
YOU MUST AFFIRMATIVELY DO SO BY RETURNING YOUR GREEN PROXY CARD.
<PAGE>
PROXY STATEMENT IN OPPOSITION TO SOLICITATION BY THE
BOARD OF DIRECTORS OF THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on April 27, 1999)
My name is Phillip Goldstein. I am sending this proxy statement and the
enclosed GREEN proxy card to holders of record on February 22, 1999 (the "Record
Date") of shares of Common Stock, par value $.001 per share (the "Common Stock")
of The Emerging Markets Infrastructure Fund, Inc (the "Fund"). I am soliciting a
proxy to vote your shares at the 1999 Annual Meeting of Shareholders of the Fund
and at any and all adjournments or postponements of the Meeting. Please refer to
the Fund's proxy soliciting material for additional information concerning the
Meeting and the matters to be considered by the shareholders.
This proxy statement and the enclosed GREEN proxy card are first being
sent to shareholders of the Fund on or about March 31, 1999.
INTRODUCTION
There are five matters (or proposals) that the Fund has scheduled to be
voted upon at the meeting:
1. The election of two persons to serve as directors of the Fund;
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the fiscal year ending November 30,
1999;
3. My shareholder proposal recommending that the Board of Directors of the
Fund take steps to afford shareholders an opportunity to realize NAV for
their shares (the "NAV Proposal");
4. A shareholder proposal to terminate the Fund's advisory agreement with
Credit Suisse Asset Management (the "Contract Termination Proposal");
5. A shareholder proposal calling for the Fund to bear the reasonable proxy
solicitation expenses of each "serious nominee" for director (the
"Reimbursement Proposal").
With respect to these matters, I am soliciting a proxy to vote your
shares IN FAVOR of the election of two persons (including myself)
whom I intend to nominate for election as directors of the Fund; and FOR
each of the shareholder proposals. I am making no recommendation on how shares
should be voted on the ratification of the selection of the Fund's independent
accountants.
As discussed below, I believe that the election of my nominees will
help bring a fresh perspective to the Board's consideration of measures intended
to increase the NAV of the Fund's shares and to reduce or eliminate the discount
from NAV at which the Fund's shares have been trading. I also believe that these
goals will be furthered by shareholder approval of each of the shareholder
proposals.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at the
meeting are included on the enclosed GREEN proxy card. If you wish to vote IN
FAVOR of my nominees, and FOR the shareholder proposals, you may do so by
completing and returning a GREEN proxy card.
If you return a GREEN proxy card to me or to my agent, your shares will
be voted on each matter as you indicate. If you do not indicate how your shares
are to be voted on a matter, they will be voted IN FAVOR of the election of my
nominees for director, and FOR each shareholder proposal. If you do not indicate
how to vote on the ratification of the selection of the Fund's independent
accountants, your shares will be voted TO ABSTAIN on that matter.
<PAGE>
If you return a GREEN proxy card, you will be granting the persons
named as proxies discretionary authority to vote on any other matters of which
they are not now aware that may come before the meeting. These may include,
among other things, matters relating to the conduct of the meeting.
Voting Requirements
The presence, in person or by proxy, of the holders of more than 50% of
the outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum for the transaction of business. If a quorum is not present
at the meeting, or if a quorum is present 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. The
proxies may propose an adjournment for other reasons. If an adjournment of the
meeting is proposed, the persons named as proxies on the GREEN proxy card will
vote for or against such adjournment in their discretion. Please refer to the
Fund's proxy statement for the voting requirements for each matter.
Revocation of Proxies
You may revoke any proxy you give to management or to me at any time
prior to its exercise by (i) delivering a written revocation of your proxy to
the Fund; (ii) executing and delivering a later dated proxy to me or to the Fund
or to our respective agents; or (iii) voting in person at the meeting.
(Attendance at the meeting will not in and of itself revoke a proxy.) There is
no limit on the number of times you may revoke your proxy prior to the meeting.
Only the latest dated, properly signed proxy card will be counted.
Information Concerning the Soliciting Shareholder
The shareholder making this solicitation is Phillip Goldstein, 60
Heritage Drive, Pleasantville, NY 10570. I am an independent investor and
investment manager who presently manages investment portfolios having assets in
excess of $50 million. Since December 1, 1992, I have been the president and 50%
shareholder of a company that serves as the general partner of a private
investment partnership. That partnership is a shareholder in the Fund. Since
1996, I have taken an active role in urging the management of certain registered
closed-end investment companies, including the Fund, to take various actions
that I believe would benefit those companies and their shareholders.
As of March 15, 1999, I owned of record 1 share of Common Stock of the
Fund. I am also deemed to be the beneficial owner of 276,600 shares of Common
Stock held in brokerage accounts by my clients and me. Combined, these personal
and client holdings total 276,601 shares, representing approximately 1.8% of the
outstanding Common Stock. Exhibit 1 to this proxy statement contains a schedule
showing my purchases and sales of Common Stock within the past two years.
REASONS FOR THE SOLICITATION
Since the Fund commenced operations more than five years ago the market
value of its shares has declined by about 50%. In the fiscal year ending
November 30, 1998, the NAV declined by 30%. For this "accomplishment" Credit
Suisse Asset Management "earned" over $2.6 million in advisory fees. What's
wrong with this picture? While emerging markets have recovered this calendar
year, the Fund's NAV is lagging, up less than 1% as of March 26, 1999. In
addition, the shares of the Fund have traded at a large discount to NAV for
years. Until late last year when it announced a modest repurchase program,
management had not taken any meaningful action to enhance shareholder value.
Most importantly, the Board has made no commitment to afford shareholders an
opportunity to realize NAV for their shares regardless of the outcome of the
shareholder vote on the NAV Proposal.
I believe that the Board's belated share repurchase policy will not
provide a long-term solution to the discount problem. More meaningful actions
are required if shareholders wish to realize NAV. For this reason, I am
soliciting your vote to elect Mr. Hellerman and me to the Board of Directors and
to approve various shareholder proposals that I believe will enhance shareholder
value. Mr. Hellerman and I are committed to
<PAGE>
honoring the wishes of the shareholders as expressed at this meeting as to
whether or not they should have an opportunity to realize NAV for their shares.
Until now, all of the Fund's directors served on the boards of other
funds advised by Credit Suisse Asset management. Our election will provide
shareholders with two independent voices on important matters affecting the Fund
and will give the Board of Directors a fresh perspective about measures intended
to benefit shareholders. The approval of the three shareholder proposals will
also further these goals to the extent that they may result in:
implementation of new investment advisory arrangements with
an investment adviser that is committed to enhancing shareholder value;
and
greater independence of the Board, enhancing its ability to
act in the best interests of shareholders.
If you share these goals, I urge you to vote for my nominees and for
the shareholder proposals, using the enclosed GREEN proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should consider the
following:
Even if my nominees are elected and my proposals are approved by the
shareholders, there can be no assurance that the full Board of Directors will
take any actions that we may advocate or that such actions, if taken, will
achieve their intended goals. My nominees will, if elected, represent only two
of the Fund's seven directors.
Implementation of certain Board actions may require shareholder
approval, and no assurance can be given that such approval will be obtained. In
addition, various costs, which would be borne indirectly by shareholders, may be
associated with certain actions, including but not limited to those associated
with holding a special meeting of shareholders. I believe that such costs are
far outweighed by the benefits to most shareholders of these actions. In
addition, certain actions may have tax consequences that cannot be quantified at
this time.
I believe that all shareholders of the Fund will benefit if any actions
taken to improve shareholder value or to reduce or eliminate the discount from
NAV are successful. However, I am paid fees by my clients who hold shares of the
Fund. These fees will be greater if the value of the Fund's shares increases
and, in some cases, are based upon a share of the profits the client earns.
I and companies with which I am affiliated are parties to two pending
legal actions involving closed-end funds. These actions are described in Exhibit
2. In these actions, the closed-end funds alleged that I violated certain
provisions of the Federal securities laws in connection with the solicitation of
proxies.
ELECTION OF DIRECTORS
At the meeting, I will nominate Gerald Hellerman and myself for
election as directors for a term expiring in 2002. Information about my nominees
is as follows:
Name, Business Address, Age Principal Business Occupation(s)
<PAGE>
Gerald Hellerman (Age 61) Since 1993, Mr. Hellerman has served
10965 Eight Bells Lane as the managing director of Hellerman
Columbia, Maryland 21044 Associates, which provides financial
consulting and litigation support services in
government related matters. From 1976 to 1993, Mr.Hellerman was the Chief
Financial Analyst for the Antitrust Division of the United States Department of
Justice. He a trustee of Third Avenue Trust which consists of a series of four
registered open-end investment companies. He is a director of The Clemente
Global Growth Fund, a registered closed-end investment company.
Phillip Goldstein (Age 54) Since 1992, Mr. Goldstein has managed investments
60 Heritage Drive for a limited number of clients and has served as
Pleasantville, NY 10570 the portfolio manager of a private investment
partnership. He is president of the general
partner of that investment partnership. Mr.
Goldstein has been a private investor in closed-end investment companies
since 1974 and an advocate for shareholders' rights since 1996. He is a director
of Clemente Global Growth Fund, a registered closed-end investment company.
As previously noted, I am deemed to own beneficially 276,501 shares of
Common Stock, representing approximately 1.8% of the shares outstanding on the
Record Date. Mr. Hellerman does not own, beneficially or of record, any shares
of Common Stock of the Fund.
Other than fees that may be payable by the Fund to its directors,
neither nominee named above has any arrangement or understanding with any person
with respect to any future employment by the Fund or by any affiliate of the
Fund. I will indemnify Mr. Hellerman for certain liabilities he may incur in
connection with this proxy solicitation.
The persons named as proxies in the enclosed GREEN proxy card intend,
in the absence of contrary instructions, to vote all proxies they are entitled
to vote IN FAVOR of the election of the two nominees named above. Each nominee
has consented to stand for election and to serve if elected. If either nominee
is unable to serve, an event not now anticipated, the proxies will be voted for
such other person, if any, as is designated by the persons named as proxies.
SHAREHOLDER PROPOSALS
The following shareholder proposals are expected to be introduced at
the Meeting. Each proposal along with the shareholder's supporting statement and
the Board's opposition statement is contained in the Fund's proxy statement.
Proposal No. 3 (NAV Proposal): Given its poor long-term performance and
persistent discount, I believe shareholders who want to cash out at NAV should
be able to do so. The Fund's proxy statement discusses some possible
disadvantages of open-ending.
In addition, there may disadvantages associated with certain measures designed
to afford shareholders an opportunity to realize NAV, e.g., costs and adverse
tax consequences incurred by non-redeeming shareholders but I believe these are
far outweighed by the benefit of narrowing the discount.
Proposal No.4 (Contract Termination Proposal): In its opposition statement,
the Board asserts that the Fund's performance has been satisfactory. In light of
the huge losses the Fund has incurred over the past five years, one wonders just
how bad the performance would have to be to induce it to take action? Approval
of this proposal will send a message that poor long-term performance and
persistently wide discounts will no longer be tolerated.
<PAGE>
If this proposal is approved by the shareholders, the investment
advisory agreement with the Fund's investment advisor, Credit Suisse Asset
Management will terminate in 60 days. I believe that Credit Suisse has been the
primary impediment to enhancing shareholder value because it does not want to
jeopardize its fees which are now based on captive assets and that approval of
this proposal is critical to eliminating the discount. Although approval of this
proposal would not immediately result in enhancing shareholder value, it will,
in my opinion, encourage the Board of Directors to seek a new investment adviser
who is more committed than Credit Suisse to enhancing shareholder value.
In the event this proposal is approved by shareholders, it will be
necessary for the Board of Directors, including a majority of the directors who
are not "interested persons" (as defined by the 1940 Act) of the Fund, to
approve an investment advisory agreement with a new investment adviser to assure
continuity of services to the Fund. This new advisory agreement will also have
to be approved by shareholders of the Fund prior to its effectiveness. If a new
advisory agreement is not approved by shareholders and directors and implemented
prior to the effective date of the termination of the present investment
advisory agreement, it is possible that there will be a period of time during
which the Fund will not have an independent investment adviser responsible for
the management and supervision of its investment portfolio.
Proposal 5 (Reimbursement Proposal): I believe the Board's opposition
statement includes a number of incorrect statements about this proposal.
Specifically,
1. I disagree with the Board's position that the law may preclude it
from reimbursing a shareholder's reasonable solicitation expenses if
the shareholders vote to do so. The shareholders own the Fund and the
directors are merely their agents. If the shareholders approve this
proposal, I believe the Board has a fiduciary duty to implement it.
2. While it is the duty of the Board to oversee the management of the
ordinary business and affairs of the Fund, how can anyone agree that
the Board is "best positioned to make the case-by-case analysis
required under applicable law prior to approving any reimbursement [of
insurgents]?" As a contestant in a proxy contest, the Board has an
inherent conflict of interest that may affect its objectivity.
3. Contrary to the Board's self-serving assertion that approval of this
proposal "would confer a direct economic benefit" upon me, it would
merely level the playing field for all serious nominees for director.
Reimbursement of my reasonable expenses is not an economic benefit to
me. The Board could have saved the shareholders money by including all
serious nominees in the Fund's proxy statement. It refused to do so,
effectively requiring me to initially incur solicitation expenses. Ask
yourself why?
4. The Board's suggestion that approval of this proposal could lead to
dramatically higher expenses is baseless. My expenses will amount to
less than 1/5 of a cent per share. Meanwhile, the directors seem to
have few qualms about spending three times as much on high-priced proxy
solicitors and lawyers. It is particularly ironic that this same Board
authorized payment to Credit Suisse of $2.6 million for losing more
than $70 million of shareholder value yet is so concerned about my
miniscule solicitation expenses.
In an article entitled Expenses of Corporate Proxy Contests, Daniel M.
Friedman put forth a persuasive rationale for granting reimbursement to
insurgents.
[A] full and fair presentation of the issues in a contested corporate
election cannot be made if the stockholders are given only one side of
the picture. And since the management whose policies are under attack
naturally feels called upon to justify them, its version of the issues
is more than likely to be colored to play up the favorable aspects and
mitigate or ignore the unfavorable aspects. Presentation of the latter
is therefore left mainly to the opposition.
Accordingly, the very reason that originally moved the courts to
authorize management expenditures -- the need for informing the
stockholders -- further requires that minority stockholders be accorded
similar
<PAGE>
rights. For it is only through knowledge of both sides of the question,
including development of all the arguments pro and con, that the
stockholders will be placed in a position to make an informed judgment
as to what course of conduct is in the best interests of the company.
THE SOLICITATION
I am making this solicitation personally. Persons affiliated with or
employed by the general partner of the investment partnership that I manage may
assist me in the solicitation of proxies. They will not receive any special
compensation for their services. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy statement and
the enclosed GREEN proxy card to the beneficial owners of shares of Common Stock
for whom they hold shares of record. I will reimburse these organizations for
their reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related to this
proxy solicitation. Because I believe that the shareholders will benefit from
this solicitation, I intend to seek reimbursement of these expenses from the
Fund. I estimate that my expenses will not exceed $25,000, which is less than
1/3 of the $82,900 that management is scheduled to spend for its solicitation.
As of March 26, 1999, my expenses have been approximately $200. If I am not
reimbursed by the Fund, I may seek reimbursement from one or more of my clients
or from the general partner of the Partnership that I manage.
I am not and, within the past year, have not been a party to any
contract, arrangement or understanding with any person with respect to any
securities of the Fund. In addition, there is no arrangement or understanding
involving either myself or any affiliate which relates to future employment by
the Fund or any future transaction with the Fund.
If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please call me at
(914) 747-5262.
ADDITIONAL PROPOSALS
I know of no business that will be presented for consideration at the
meeting other than that set forth in this proxy statement and in the Fund's
proxy statement. If any other matters are properly presented for consideration
at the meeting, it is the intention of the persons named as proxies in the
enclosed GREEN proxy card to vote in accordance with their own best judgment on
such matters.
DATED: March 31, 1999
EXHIBIT 1: SECURITIES OF THE FUND PURCHASED OR SOLD WITHIN THE PAST TWO
YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, neither Mr. Goldstein nor
Mr. Hellerman has, or had, any interest, direct or indirect, by security
holdings or otherwise, in the Fund. The following table sets forth certain
information with respect to purchases and sales of shares of Common Stock of the
Fund within the past two years by Mr. Goldstein and by accounts holding shares
as to which he is deemed to be the beneficial owner (the "Accounts"). Mr.
Hellerman does not own of record or beneficially any shares of Common Stock and
has not owned any Common Stock within the past two years. The shares are held in
margin accounts, together with other securities owned by Mr. Goldstein and the
Accounts. Therefore, a portion of the purchase price and market value of the
shares may from time to time be represented by margin borrowings, depending upon
the net debit balances, if any, of the margin accounts, which fluctuate daily.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Date Shares Purchased Date Shares Purchased Date Shares Sold
3/11/99 7800 10/30/98 7200 9/8/98 5000
3/9/99 1400 10/28/98 17000 9/3/98 5000
3/5/99 5000 5/12/98 28000
3/3/99 8000 5/11/98 25000
3/1/99 6000 4/27/98 50000
1/26/99 5000 4/9/98 5000
1/15/99 5000 4/8/98 5000
1/4/99 3800 4/7/98 6600
12/31/98 9200 4/6/98 1400
12/29/98 5000 3/4/98 5200
12/28/98 8000 3/3/98 3700
12/21/98 5000 3/2/98 1300
12/2/98 5000 2/27/98 18800
11/17/98 5000 2/26/98 2200
11/13/98 2500 8/12/97 2200
11/12/98 800 8/11/97 11500
11/3/98 3400 7/1/97 900
11/2/98 800
</TABLE>
EXHIBIT 2: PENDING LITIGATION INVOLVING THE SOLICITING SHAREHOLDER
The soliciting shareholder and entities he is affiliated with are
involved in the following pending litigation relating to closed-end funds. Each
action is pending in U.S. District Court for the Southern District of New York.
The Emerging Germany Fund Litigation
Phillip Goldstein, an investment partnership that he manages (the
"Partnership"), and the general partner of the Partnership (the "General
Partner") (of which Phillip Goldstein is a 50% owner) were named defendants in a
federal court action for injunctive relief filed on April 8, 1998 by The
Emerging Germany Fund, Inc. ("FRG"). FRG filed this action on April 8, 1998
immediately after canceling its 1998 annual meeting scheduled for April 27,
1998, and stated that it would not schedule an annual meeting until the
litigation was resolved.
In its action, FRG alleged that the defendants solicited proxies in
violation of Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") in connection with certain postings by Mr. Goldstein on an Internet
bulletin board in order to promote a "concerted scheme . . . to convert [FRG] to
an open-end fund." FRG also alleged that Mr. Goldstein, the Partnership, and two
other defendants, Ronald Olin and Deep Discount Advisors, Inc., were a "group"
within the meaning of Section 13(d) of the Williams Act, and failed to file a
Schedule 13D.
All defendants moved to dismiss FRG's complaint. In addition, the
Partnership filed a related action against FRG and its directors for declaratory
and injunctive relief alleging that FRG's management violated Section 14(a) of
the Exchange Act and took actions, including the adoption of an advance notice
by-law and cancellation of the annual meeting, for the purpose of entrenching
management and depriving the shareholders of their right to vote.
On October 6, 1998, FRG announced that the 1998 annual meeting would be
held on January 26, 1999, and on November 6, 1998, it announced that it would
recommend that shareholders vote to open-end the Fund. On January 26, 1999,
FRG's shareholders voted overwhelmingly to open-end the Fund. On March 9, 1999,
the court indicated that it will grant the defendants' motions to dismiss FRG's
complaint as moot.
All issues in the above actions have been resolved except as to the
amount, if any, of legal expenses to which the parties are entitled. This
remaining issue is the subject of settlement discussions and/or potential
litigation.
<PAGE>
The Emerging Mexico Fund Litigation
On June 10, 1998, the Partnership filed a federal court action for
declaratory and injunctive relief against The Emerging Mexico Fund, Inc. ("MEF")
and its directors alleging that the defendants violated Section 14(a) of the
Exchange Act and Section 36 of the Investment Company Act of 1940 Act (the "1940
Act") by, among other things, precluding the Partnership from presenting certain
proposals and nominees for election as directors at MEF's 1998 annual
shareholders' meeting. The complaint alleged that the defendants improperly used
MEF's advance notice by-law to eliminate any challenge to management, and that
MEF made misleading statements in its proxy statement with respect to certain
shareholder proposals. The action sought to nullify any election of management's
nominees for director, and to compel MEF to hold a meeting at which shareholders
may present nominees for director, as well as other proposals.
MEF has answered the Partnership's complaint and filed counterclaims
against the Partnership, Phillip Goldstein and the General Partner, alleging
that Goldstein solicited proxies via a posting on an Internet bulletin board and
comments solicited by financial journalists for the election of the
Partnership's nominees (which MEF had determined could not be elected at the
annual meeting) in violation of Section 14(a) of the Exchange Act. Goldstein,
the General Partner and the Partnership moved to dismiss MEF's claims.
On January 6, 1999 the parties entered into a settlement agreement that
provides that MEF use its best efforts to secure shareholder approval of a plan
of liquidation and for payment of plaintiffs' attorneys' fees and expenses. The
court has scheduled a hearing for April 6, 1999 on the fairness of the
settlement and the request for fees and expenses.
* * *
All of the above actions were filed in the Federal District Court, S.D.N.Y.
Copies of all pleadings in the above actions are available upon request to
Gregory E. Keller of the law firm of Silverman, Harnes, Harnes, Prussin &
Keller, 750 Lexington Avenue, New York, New York 10022, Tel. (212) 754-2333.
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC. BY PHILLIP GOLDSTEIN
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 1999
<PAGE>
The undersigned hereby appoints Steven Samuels, Rajeev Das and Phillip
Goldstein, and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Annual Meeting of Shareholders of The Emerging
Markets Infrastructure Fund, Inc.(the "Fund") to be held at the offices of
Wilkie Farr & Gallagher, 787 Seventh avenue, 38th Floor, New York, New York,
10019, on April 27, 1999, at 11:00 a.m. (the "Meeting"), and any adjournment or
postponement thereof, and to vote on all matters that may come before the
Meeting and any such adjournment or postponement the number of shares that the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as specified below. The proxies may vote in their
discretion with respect to such other matter or matters as may come before the
Meeting and with respect to all matters incident to the conduct of the Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ] (except as
indicated to the contrary below) to vote for all nominees listed below
GERALD HELLERMAN
PHILLIP GOLDSTEIN
If you wish to withhold authority to vote for the election of any
individual nominee, write the name of that nominee below:
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent accountants for the
fiscal year ending November 31, 1999:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Shareholder proposal recommending that the shareholders be afforded an
opportunity to realize NAV for their shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(OVER)
4. The investment advisory agreement between the Fund and Credit Suisse
Asset Management shall be terminated.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Shareholder proposal recommending that the Fund bear the reasonable
proxy solicitation expenses of each "serious nominee" for director
<PAGE>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IMPORTANT - - PLEASE SIGN AND DATE BELOW. YOUR SHARES WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF
ALL NOMINEES NAMED ABOVE IN ITEM 1 AND FOR PROPOSALS 3, 4, AND 5 AND WILL
ABSTAIN FROM VOTING ON PROPOSAL 2. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT
OF THE PROXY STATEMENT DATED MARCH [--], 1999 OF PHILLIP GOLDSTEIN. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED
RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY
LAWFULLY DO BY VIRTUE HEREOF. (IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Phillip Goldstein, a shareholder of the Fund.
Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person. Please
return promptly in the enclosed envelope.
SIGNATURE(S)______________________________________ Dated: _______________
.
<PAGE>
