<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
The Emerging Markets Infrastructure Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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 INFRASTRUCTURE 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 FRIDAY, MARCH 29, 1996
-----------------
TO THE SHAREHOLDERS OF
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The
Emerging Markets Infrastructure 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 Friday, March 29, 1996 commencing at
10:00 a.m. 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 November
30, 1996.
The close of business on February 28, 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
February 29, 1996.
By order of the Board of Directors,
[SIG]
MICHAEL A. PIGNATARO
SECRETARY
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. 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: February 29, 1996
New York, New York
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
ON FRIDAY, MARCH 29, 1996
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Emerging Markets
Infrastructure 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 Friday,
March 29, 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
("BEA"), the investment adviser to the Fund, 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 February 29, 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 November 30, 1995 has previously been 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 and 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, February 28, 1996, there were 16,107,169
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 March 29, 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.
Daniel Sigg 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 1999 Annual Meeting of Shareholders. Messrs. Sigg and Torino currently serve
as directors of the Fund and have been members of the Board of Directors since
the Fund commenced operations in December 1993. On August 15, 1995, Mr. Richard
Watt was elected by the Board of Directors to fill the vacancy resulting from
Mr. Piers Playfair's resignation from the Board. On February 13, 1996, the Board
of Directors increased the size of the Board to eight and Dr. Enrique R. Arzac
was elected to fill the newly created vacancy. The election of Messrs. Arzac and
Watt is now being submitted to the Fund's shareholders for their approval. Mr.
Watt will serve until the 1997 Annual Meeting of Shareholders and until his
successor is duly elected and qualified. Dr. Arzac will serve until the 1998
Annual Meeting of Shareholders and until his successor is duly elected and
qualified.
2
<PAGE>
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
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 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
FEBRUARY 28, 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 (53) 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.
Emilio Bassini* (45) ...... 12,900 Managing Principal of Bassini, Since 1993; cur- Director of seven
153 East 53rd Street Playfair + Associates LLC rent term ends at other BEA-advised
New York, NY 10022 (12/95-present); Member of the Ex- the 1998 annual investment compa-
ecutive Committee, Chief Financial meeting. nies.
Officer and Executive Director of
BEA (1984-present).
James J. Cattano (52) ..... -- President, Atlantic Fertilizer & Since 1993; 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 1998 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
FEBRUARY 28, 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) ...... -- General Partner of Ethos Capital Since 1993; cur- Director of TCS
152 West 57th Street Management; Managing Director at rent term ends at Fund, Inc.; Direc-
New York, NY 10019 Salomon Brothers, Inc (1981-6/92). the 1997 annual tor of five other
meeting. BEA-advised in-
vestment compa-
nies; Director of
the Mills Corpo-
ration.
George W. Landau (76) ..... 2,000 Chairman of the Latin American Since 1993; 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 1997 annual investment
Coca-Cola International (1988- meeting. companies; Direc-
present); President of the Americas tor of Emigrant
Society and Council of the Americas Savings Bank; Di-
(7/85-10/93); United States Am- rector of GAM
bassador to Venezuela (1982-1985); Funds, Inc.
United States Ambassador to Chile
(1977-1982) and United States Am-
bassador to Paraguay (1972-1977).
Daniel Sigg* (40) ......... 2,000 Member of the Executive Committee, Since 1993; cur- Director of ten
153 East 53rd Street Chief Financial Officer and rent term ends at other BEA-advised
New York, NY 10022 Executive Director of BEA the 1996 annual investment
(1/91-present); Member of the Ex- meeting. companies.
ecutive Committee, Chief Financial
Officer and Executive Director of
Credit Suisse Advisors Corporation
(12/95-present); President of Credit
Suisse Capital Corporation
(12/90-present); Vice President of
Sales and Marketing at Swiss Amer-
ican Securities (1/87-12/90).
Martin M. Torino (46) ..... -- Executive Director of TAU S.A. (a Since 1993; 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 1996 annual investment
Buenos Aires, Argentina S.A. (10/93-present); Vice Presi- meeting. companies.
dent of Louis Dreyfus Sugar Com-
pany, 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
FEBRUARY 28, 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) ........ -- 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
Gartmore Investment Limited meeting. companies.
(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.................... 18,375
</TABLE>
During the fiscal year ended November 30, 1995, 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 by the Fund during the fiscal year ended November 30, 1995 to all such
unaffiliated directors was $28,000. During the fiscal year ended November 30,
1995, the Board convened 8 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.
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 once during the fiscal year ended November
30, 1995. 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 requires 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 "SEC"), 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 November 30, 1995, 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 individuals: Enrique
Arzac and Richard Watt (directors of the Fund), Stephen Swift (officer of the
Fund), Lloyd Baskin and Robert Margolin (former employees of BEA), and Lynn
Zabner (employee of BEA).
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. Mr. Watt is Executive Vice
President and Investment Officer of the Fund. Other than Richard Watt who was
appointed on August 15,
5
<PAGE>
1995, all of the officers have served in their respective positions since the
Fund commenced operations in December 1993. 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. The Fund has no bonus, profit
sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON PRINCIPAL EMPLOYMENT DURING THE PAST
NAME AGE FEBRUARY 28, 1996 POSITION WITH FUND FIVE YEARS
- ------------------------------ --- ------------------- ----------------------- ----------------------------------------
<S> <C> <C> <C> <C>
Stephen Swift ................ 50 -- Senior Vice President Managing Director of BEA (6/95-present);
153 East 53rd Street and Investment Head of Global Equities at Credit Suisse
New York, NY 10022 Officer Asset Management (10/91-5/95); Portfolio
manager of CS Tiger Fund
(10/91-present); Managing Director of
Southeast Asian Equities at Wardley
Investment Services (a subsidiary of
Hong Kong and Shanghai Bank)
(1/89-9/91).
Paul P. Stamler .............. 35 300 Senior Vice President Vice President of BEA (6/93-present);
153 East 53rd Street self-employed as a certified public ac-
New York, NY 10022 countant (4/92-5/93); Vice President of
Bear, Stearns & Co. Inc. (6/88-3/92).
Michael A. Pignataro ......... 36 900 Chief Financial Officer Vice President of BEA (12/95-present);
153 East 53rd Street and Secretary Assistant Vice President and Chief Ad-
New York, NY 10022 ministrative Officer for Investment Com-
panies of BEA (9/89-12/95).
Rachel D. Manney ............. 28 75 Vice President and Assistant Vice President and Adminis-
153 East 53rd Street Treasurer trative Officer for Investment Compa-
New York, NY 10022 nies of BEA (4/92-present); Senior
Associate at Coopers & Lybrand (certi-
fied public accountant) (1989-1992).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended November 30, 1995. None of the Fund's
executive officers and its directors who are also officers or directors of BEA
received any compensation from the Fund for such period.
<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>
James J. Cattano ............. $7,000 0 0 $49,000 7
Peter A. Gordon .............. $7,000 0 0 $42,000 6
George W. Landau ............. $7,000 0 0 $49,000 7
Martin M. Torino ............. $7,000 0 0 $42,000 6
</TABLE>
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 present fiscal year ending
November 30, 1996. At a meeting held on February 13, 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 November 30,
1996. Coopers & Lybrand L.L.P. has been the Fund's independent public
accountants since the Fund commenced operations in December 1993, 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 1996 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 1, 1996. 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.
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
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 REPORT, 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
INFRASTRUCTURE FUND, INC.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints
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
THE EMERGING MARKETS INFRASTRUCTURE
FUND, INC.
and in accordance with their judgment on
such other matters as may properly come
before the meeting or any adjournments
thereof, all
PROXY
shares of The Emerging Markets
Infrastructure Fund, Inc. (the "Fund")
that the undersigned is entitled to vote
at the annual meeting of shareholders on
March 29, 1996, and at any adjournment
thereof.
------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS FOR nominees listed WITHHOLD AUTHORITY
DIRECTORS: (except as marked to the to vote for the nominees
contrary below)
Enrique R. Arzac (two-year term)
Daniel Sigg (three-year term)
Martin M. Torino (three-year term) / / / /
Richard Watt (one-year term)
</TABLE>
(Instruction: To withhold authority for any individual, write the individual's
name on the line provided below.)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PROPOSAL 2--TO RATIFY THE SELECTION OF COOPERS & FOR AGAINST ABSTAIN
LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE / / / / / /
FUND FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1996:
</TABLE>
(CONTINUED--SIGNATURE REQUIRED ON THE REVERSE SIDE OF THIS PROXY CARD)
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
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.
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.
Date: _____________________________
________________ ________________
Signature Print Name
________________ ________________
Signature if held jointly
Print Name
