EMERGING MARKETS INFRASTRUCTURE FUND INC, N-30D, 1996-01-29

EMERGING MARKETS INFRASTRUCTURE FUND INC
N-30D, 1996-01-29

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THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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January 18, 1996

Dear Shareholders:

We are pleased to report on the activities of The Emerging Markets
Infrastructure Fund, Inc. (the "Fund") for the fiscal year ended November 30,
1995.

After deduction of underwriting commissions and offering costs, the Fund began
operations on December 29, 1993 with a net asset value (NAV) of $13.89 per
share. At November 30, 1995, $182.7 million was invested in equity securities
and convertible bonds, with the balance of the Fund's investments, $2.1 million,
invested in short-term obligations. As of November 30, 1995, the Fund's NAV was
$11.60 per share.

For the period December 1, 1994 through November 30, 1995, the Fund saw its
total return based on NAV decline by 17.7%. The Morgan Stanley Capital
International Emerging Markets Index fell by 16.5% during this period. From the
commencement of investment operations through November 30, 1995, the Fund saw
its total return based on NAV decline by 16.1%. The Morgan Stanley Capital
International Emerging Markets Index fell by 15.4% during this period.

At November 30, 1995, the Fund had invested $156.3 million in infrastructure
companies in over 17 developing countries, and an additional $11.0 million in
companies that provide services or products ancillary to infrastructure
development in several of these same markets. The Fund has also made investments
totaling $12.4 million in infractructure companies in the developed markets of
Denmark, Italy, the Netherlands, and Spain.

As 1995 drew to a close, we were somewhat cheered by a markedly improving tone
in Latin American equity markets. December was the second consecutive positive
month for the region, something that has not occurred since mid-summer. It now
appears to us that the "Tequila Effect" -- the simultaneous decline of virtually
the entire region's markets in sympathy with Mexico's crisis -- is effectively a
thing of the past. Local concerns have returned to the forefront in determining
market performance, and returns during the quarter ended December 31, 1995
ranged from strongly positive in Argentina (the best-performing market
worldwide) to deeply negative in Brazil. Meanwhile, returns in the Asian markets
also varied widely, with Singapore, Hong Kong and Indonesia leading the pack and
Thailand, the Philippines and Korea producing negative results.

In general, the major Latin American markets began the fourth quarter on a
negative note, following on a downward turn during September. The month of
November, however, saw a fundamental improvement in this difficult performance
environment. The triggers for this upward turn were twofold. First, at around
mid-month, Mexico was finally able to stabilize the peso, after a steady
two-month decline which had sharpened significantly during the first two weeks
of November. By steadfastly permitting short-term interest rates to rise as high
as the market deemed necessary (back to more than 70% at one point, in fact),
and by for once projecting an air of consistency and purpose in economic policy,
the Mexicans injected a somewhat higher level of confidence into the market,
bringing the peso down from a weak point of nearly 8 to the U.S. dollar

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to a trading range of around 7.5. Serious problems, of course, remain in the
Mexican banking system, which will make progress difficult for both the peso and
the stock market. In addition, the political picture remains murky, as serious
questions continue to be raised about the Colosio and Massieu assassinations,
about corruption in former President Salinas' administration (and in his
family), and about the willingness of the Zedillo administration and the PRI to
confront the disturbing implications of these problems. Equally as important,
President Zedillo's lack of strong leadership has left something of a power and
policy vacuum, a situation with which Mexico -- with its tradition of a strong
presidency -- is completely unaccustomed, and apparently uncomfortable. On the
positive side, however, recent political trends have been positive, in that
virtually all of the elections held so far this year have been won by the
conservative opposition, keeping the pressure on the governing PRI. In addition,
talks were recently reactivated to address constitutional reform.

Coincident with the stabilization of the Mexican situation in November was an
announcement by the Argentine government of a new program of economic reforms.
This program, dominated by spending cuts and a general orientation toward fiscal
discipline, was very well received by the market, particularly as it was taken
to indicate renewed strength in the partnership of President Menem and Finance
Minister Cavallo. It came on the heels of Menem's well-publicized visit to New
York, where his attempts to impress U.S. investment managers with his economic
leadership turned into a public relations disaster. The fallout from this trip
was a renewed sense that Menem's political fate is closely tied to both Cavallo
and (more importantly) to the Convertibility Plan that lies at the heart of
Argentina's economic success during the 1990s. Thus, paradoxically, the failure
of Menem to impress investors led to a more constructive political and economic
policy, which in turn led to an improvement in investor sentiment.

In Brazil, the success of the REAL Plan in defeating hyperinflation is now
well-established, with the annual inflation rate remaining steadily in the 25%
range -- it should be remembered that Brazil experienced annualized inflation in
excess of 14,000% only 14 months ago. This achievement, however, is in danger of
becoming old news. While we remain bullish on the long-term prospects for this
market, we are somewhat less sanguine on shorter-term prospects, in light of
delays in enacting fiscal discipline and economic reforms. Progress in reducing
interest rates, in particular, has been hampered by delays in the passage
through Congress of a significant package of fiscal reforms. During 1995, the
fiscal balance has swung from a 1% surplus a year ago to a current deficit of
nearly 4 1/2% of GDP. This negative trend occurred in the context of a strong
rise in tax receipts, indicating that spending pressures have not yet been
adequately dealt with, either on the national or the provincial level. As a
result, real interest rates remain extremely high (around 3% per month),
resulting in pronounced weakness in some sectors of the economy. Nonetheless, it
should be noted that a tremendous amount has been achieved this year despite the
above-mentioned concerns. An example is that of Telecomunicacoes Brasileiras
S.A., the semi-state-owned telecommunications system that, through
long-anticipated changes in its tariff structure, will finally be allowed to
generate the revenues needed to invest in line growth.

In the Asian markets, meanwhile, we continue to see a division between the
established, industrialized "tigers" mainly in the northern Pacific Rim (Korea,
Taiwan, Hong Kong, and, to some extent, Singapore) on

2
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the one hand, and the still-developing "new tigers" further south (Thailand,
Indonesia, Malaysia, and the Philippines) on the other. The latter,
less-developed markets experienced much more fallout from the Mexican crisis
during 1995 -- because they do, in some ways, bear some resemblance to Latin
America -- and they continued to feel the "Tequila Effect" for nearly as long as
did the Latin American markets. These markets have come under pressure recently
because they are still at a relatively early point on the development curve, and
the high rate of economic growth they are experiencing inevitably leads to
worries about "overheating." In order to maintain controlled growth, each of the
new tigers has in recent months been forced to tighten its money supply,
fighting rising inflation and an expanding current account deficit through
higher interest rates. In the northern, more developed Asian markets, on the
other hand, inflation remains under control, current accounts are at or near
balance, and interest rates have been stable or falling.

As Asian markets remained generally sluggish, emerging markets' bears have
managed to locate cause for worry in each of the region's markets. Political
transition in China, along with questions about relations with both Hong Kong
(set for transfer to Chinese sovereignty in 1997) and Taiwan, continues to cause
some concern throughout the region. In addition, inflation is perhaps higher
than optimal in Thailand, the current account deficit is continuing to grow in
Indonesia, earnings in Hong Kong failed to surprise on the upside, and so on
down the list of Asian markets. While none of this is inaccurate, it fails to
take into account the one overriding characteristic of the entire region, and a
characteristic that shows no signs of changing. Virtually without exception,
markets in this region, continue to generate the world's highest levels of
economic growth, in an environment of manageable and controlled inflation.
Overall, growth in the major Asian nations (excluding Japan) should remain close
to 7% in 1995 and 1996, down only marginally from 1994 and political leaders
throughout the region remain committed to market-oriented, high growth policies.

While we are reasonably optimistic on Asia as a whole for the next two or three
months (these markets historically have tended to end the year strongly after a
difficult autumn), we remain most sanguine on the prospects for the older
"tiger" countries.

In all, 8.7% of the Fund's portfolio, expressed as a percentage of net assets,
has been invested in unlisted securities. Among these have been private equity
investments in telecommunications and other infrastructure companies in
Argentina, Israel, Peru and Russia. We continue to seek private equity
investment opportunities that offer attractive valuations, access to unique
situations such as privatizations, a solid management structure, and the
potential for dramatic growth.

Overall, we believe that 1996 is likely to bring better times for the emerging
markets. Economic growth is priced remarkably cheap in Latin America, and
declining interest rates in the developed world should translate into strong
capital flows into the emerging markets -- good news for investors who have
stayed the course through a two year bear market.

We believe that governmental deregulation and privatization around the world
will continue to offer the Fund many new opportunities in the future. We plan to
continue pursuing these opportunities as government-owned companies involved in
telecommunications, electricity and gas distribution, ports and roads

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continue to privatize. Our theme is simple: for developing economies to grow,
basic services must be provided. If basic services sufficient for growth are to
be provided, these sorts of companies must generate high internal rates of
return. Thus, as emerging market economies continue to grow rapidly, we expect
telecommunications and other infrastructure companies within those markets to
grow with equal rapidity.

We wish to remind shareholders whose shares are registered in their own name
that they automatically participate in the Fund's dividend reinvestment program.
The automatic dividend reinvestment plan (the "Plan") can be of value to
shareholders in maintaining their proportional ownership interest in the Fund in
an easy and convenient way. A shareholder whose shares are held in the name of a
broker/dealer or nominee should contact that party for details about
participating in the Plan. The Fund also offers shareholders a voluntary cash
purchase plan. The Plan and the cash purchase program are described on pages 21
and 22 of this report.

We appreciate your interest in the Fund and would be pleased to respond to your
questions or comments.

Respectfully,

[LOGO]
Emilio Bassini
President
Chief Investment Officer*

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*Emilio Bassini, who is a member of the Executive Committee of BEA Associates
and holds the offices of Chief Financial Officer and Executive Director of BEA
Associates, is primarily responsible for management of the Fund's assets. He
has served in such capacity since the commencement of the Fund's operations.
Mr. Bassini joined BEA Associates (formerly BEA Associates Inc.) in 1984. Mr.
Bassini is a Director, Chairman of the Board, President and Chief Investment
Officer of the Fund and is also a Director, Chairman of the Board, President
and Chief Investment Officer of The Chile Fund, Inc., The Emerging Markets
Telecommunications Fund, Inc., The First Israel Fund, Inc., The Latin America
Equity Fund, Inc., The Latin America Investment Fund, Inc. and The Portugal
Fund, Inc. He is also the President and Secretary of The Indonesia Fund, Inc.,
and Director, Chairman of the Board, President and Investment Officer of The
Brazilian Equity Fund, Inc.

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THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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PORTFOLIO SUMMARY
AS OF NOVEMBER 30, 1995 (unaudited)

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GEOGRAPHIC ASSET BREAKDOWN SECTOR ALLOCATION
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EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
Local and/or long distance telephone
Latin America 56.8% service 24.9%
<S> <C> <C> <C> <C>
Caribbean 0.8% Cellular Communications 11.6%
Middle East 6.1% Investment Companies 1.6%
Asia 21.6% Infrastructure and Construction 8.7%
Eastern Europe 2.2% Cash and cash Equivalents 2.2%
Europe 8.1% Telecommunications Equipment 2.4%
Cash and cash equivalents 1.1% Gas & Oil 9.3%
Global 3.3% Other 8.4%
100.0% Electric Distribution 17.2%
Electric Generation 13.7%
100.0%
</TABLE>

<TABLE>
<S> <C>
THIS CHART REPRESENTS THE GEOGRAPHIC ASSET THIS CHART REPRESENTS THE SECTOR ALLOCATION
ALLOCATION OF TOTAL NET ASSETS OF THE FUND. OF TOTAL NET ASSETS OF THE FUND.
</TABLE>

TOP 10 EQUITY HOLDINGS, BY ISSUER
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<TABLE>
<CAPTION>
PERCENT
OF
HOLDING SECTOR COUNTRY/REGION NET ASSETS
<C> <S> <C> <C> <C>
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1. Centrais Eletricas Brasileiras S.A.
Electric Generation
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2. Chilectra S.A.
Electric Distribution
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3. Philippine Long Distance
Telephone Co. Local and/or Long Distance
Telephone Service
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4. Companhia Energetica de
Minas Gerais
Electric Distribution
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5. Millicom International
Cellular S.A. Cellular Communications
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6. Technology Resources Industries
Cellular Communications
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7. Siam Cement Co.
Cement Companies
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8. Telefonos de Mexico, S.A.
de C.V. Local and/or Long Distance
Telephone Service
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9. Telecomunicacoes Brasileiras
S.A. Local and/or Long Distance
Telephone Service
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10. Telecom Argentina S.A.
Local and/or Long Distance
Telephone Service
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<CAPTION>
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1.
Brazil 3.35
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2.
Chile 3.31
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3.

Philippines 3.24
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4.

Brazil 2.94
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5.
Global 2.50
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6.
Malaysia 2.48
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7.
Thailand 2.24
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8.

Mexico 2.16
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9.

Brazil 1.97
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10.

Argentina 1.93
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</TABLE>

5
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THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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SUMMARY OF EQUITY SECURITIES BY COUNTRY/REGION

<TABLE>
<CAPTION>
PERCENT OF
COUNTRY/REGION NET ASSETS VALUE
- ----------------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
ARGENTINA.......................................................................... 10.80 $ 20,192,284
BOLIVIA............................................................................ 1.14 2,138,400
BRAZIL............................................................................. 16.52 30,876,835
CHILE.............................................................................. 15.75 29,434,169
DENMARK............................................................................ 1.49 2,787,500
EASTERN EUROPE..................................................................... 2.23 4,169,158
ECUADOR............................................................................ 0.75 1,406,428
HONG KONG.......................................................................... 8.07 15,075,974
INDIA.............................................................................. 1.05 1,954,720
ISRAEL............................................................................. 6.12 11,435,806
ITALY.............................................................................. 2.58 4,821,065
MALAYSIA........................................................................... 3.49 6,514,072
MEXICO............................................................................. 6.10 11,403,595
NETHERLANDS........................................................................ 0.74 1,386,125
PERU............................................................................... 2.91 5,435,727
PHILIPPINES........................................................................ 3.24 6,059,200
PORTUGAL........................................................................... 1.42 2,651,663
PUERTO RICO........................................................................ 0.78 1,460,550
SINGAPORE.......................................................................... 1.45 2,713,931
SOUTH KOREA........................................................................ 1.44 2,695,000
SPAIN.............................................................................. 1.83 3,421,627
THAILAND........................................................................... 2.84 5,314,468
VENEZUELA.......................................................................... 1.73 3,226,342
GLOBAL............................................................................. 3.30 6,169,614
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TOTAL EQUITY OR EQUITY-LINKED SECURITIES....................................... 97.77 $ 182,744,253
----- --------------
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</TABLE>

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SCHEDULE OF INVESTMENTS
NOVEMBER 30, 1995
<TABLE>
<CAPTION>
VALUE
NO. OF SHARES DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
EQUITY SECURITIES-97.77%
EQUITY OR EQUITY-LINKED SECURITIES OF INFRASTRUCTURE COMPANIES IN EMERGING COUNTRIES-83.63%
ARGENTINA-10.52%
347,578 Argentine Cellular Communications (Holdings) Ltd.*+........................... $ 1,824,785
1,729,347 Camuzzi Argentina S.A.*....................................................... 3,289,996
100,700 Capex S.A. Ord................................................................ 644,770
33,000 Central Costanera S.A., Class B ADR+,++,##.................................... 1,027,125
48,000 Central Puerto S.A. ADR++..................................................... 837,120
202,025 Citicorp Equity Investments
S.A., Class B................................................................ 673,046
104,630 Compania Naviera Perez Companc, Class B....................................... 507,684
162,765 Minetti (Juan) S.A............................................................ 521,082
308,626 Polledo+...................................................................... 169,821
695,400 Sociedad Comercial del
Plata S.A.+.................................................................. 1,690,583
6,800 Sociedad Comercial del Plata S.A. ADR+,++..................................... 161,500
806,600 Telecom Argentina S.A., Class B............................................... 3,607,125
49,732 Telefonica de Argentina S.A. ADS##............................................ 1,218,434
179,000 YPF Sociedad Anonima ADS##.................................................... 3,490,500
------------
TOTAL ARGENTINA (Cost $26,852,908).............................................. 19,663,571
------------
BOLIVIA-1.14%
79,200 Compania Boliviana de Energia Electrica S.A. (Cost $1,854,055)................ 2,138,400
------------
BRAZIL-16.41%
136,676,664 Acesita CIA Espec Itab PN..................................................... 855,953
4,386 Bardella Industrias Mecanicas S.A............................................. 608,378
12,259,179 Centrais Eletricas Brasileiras S.A. ON........................................ 3,477,061
9,871,414 Centrais Eletricas Brasileiras S.A. PN........................................ 2,779,385
1,279,000 Centrais Eletricas de Santa Catarin, Class B PN+.............................. 860,566
248,258,400 Companhia Energetica de Minas Gerais PN....................................... 5,499,435
77,380 Companhia Energetica de Sao Paulo ADR+,++..................................... 735,110
64,837,500 Companhia Paulista de Forca e Luz ON(a)....................................... 2,985,995
79,100,000 Companhia Siderurgica Nacional ON............................................. 1,649,878

<CAPTION>
VALUE
NO. OF SHARES DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
BRAZIL (CONTINUED)
918,000 Confab Industrial PN.......................................................... $ 456,125
21,248,266 Petroleo Brasileiro S.A. PN................................................... 1,803,589
74,664,182 Telecomunicacoes Brasileiras S.A. PN.......................................... 3,678,914
11,820,291 Telecomunicacoes de Sao Paulo S.A. PN......................................... 2,055,229
994,000 Telecomunicacoes do Parana S.A. PN............................................ 313,824
4,371,000 Telecomunicacoes do Rio de Janeiro S.A. PN+................................... 262,427
509,800 Trafo Equipamentos Electricos S.A. PN+........................................ 474,944
142,400 Usinas Siderurgicas de Minas Gerais S.A. ADR++................................ 1,246,000
1,054,700,000 Usinas Siderurgicas de Minas Gerais S.A. PN................................... 938,918
------------
TOTAL BRAZIL (Cost $32,713,647)................................................. 30,681,731
------------
CHILE-15.75%
146,976 Besalco S.A................................................................... 493,184
145,600 Chilectra S.A. ADS++.......................................................... 6,188,000
243,803 Chilgener S.A................................................................. 1,411,724
226,522 Chilquinta S.A................................................................ 1,178,847
48,000 Compania de Telecomunicaciones de Chile S.A. ADS.............................. 3,462,000
2,320,540 Compania Eletrica del Rio Maipo S.A........................................... 1,433,647
605,258 Compania General de Electricidad Industrial S.A............................... 2,148,281
70,000 Compania Nacional de Telefonos S.A............................................ 66,142
605,459 Empresa Electrica de Antofagasta S.A.......................................... 266,974
1,321,792 Empresa Electrica de Arica S.A................................................ 326,645
978,133 Empresa Electrica de Iquique S.A.............................................. 331,771
85,394 Empresa Electrica de Melipalla Colchaqua y Maule S.A.......................... 2,017,701
1,044,341 Empresa Electrica Pehuenche S.A............................................... 1,783,793
3,092,853 Empresa Nacional de Electricidad S.A.......................................... 1,994,712
195,234 Empresa Nacional de Telecomunicaciones S.A.+.................................. 1,797,430
116,000 Enersis S.A. ADR.............................................................. 2,972,500
61,355 Sociedad Austral de Electricidad S.A.......................................... 1,560,818
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TOTAL CHILE (Cost $27,797,059).................................................. 29,434,169
------------
</TABLE>

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SCHEDULE OF INVESTMENTS (continued)
<TABLE>
<CAPTION>
VALUE
NO. OF SHARES DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
EASTERN EUROPE-2.23%
<C> <S> <C>
189,345 Global Telesystems Group*+.................................................... $ 2,556,158
322,600 Petersburg Long Distance Inc.+................................................ 1,613,000
------------
TOTAL EASTERN EUROPE (Cost $4,612,183).......................................... 4,169,158
------------
HONG KONG-8.07%
493,000 China Light & Power Co. Ltd................................................... 2,320,030
2,194,800 Consolidated Electric Power Asia Ltd.......................................... 3,589,474
1,320,480 Hong Kong & China Gas Co...................................................... 2,159,572
642,000 Hong Kong Electric Holdings Ltd............................................... 2,149,711
100,900 Hong Kong Telecommunications Ltd. ADR......................................... 1,727,913
1,799,600 New World Infrastucture Ltd.+................................................. 3,129,274
------------
TOTAL HONG KONG (Cost $16,289,365).............................................. 15,075,974
------------
ISRAEL-5.55%
701,680 Bezeq Israeli Telecommunication Corp., Ltd.................................... 2,006,168
117,500 ECI Telecom Ltd............................................................... 2,496,875
163,000 Geotek Communications, Inc.+.................................................. 1,161,375
100 Geotek Communications, Inc., 8.5%, Convertible Preferred
Series M*.................................................................... 886,518
13,118 Koor Industries, Ltd.......................................................... 1,183,471
20,500 Koor Industries, Ltd. ADR..................................................... 371,563
210,283 Nexus Telecommunication Systems Ltd.+......................................... 893,703
96 PAZ Oil Co.*+................................................................. 960,002
65,700 Teledata Communication Ltd.+.................................................. 410,625
------------
TOTAL ISRAEL (Cost $12,708,427)................................................. 10,370,300
------------
MALAYSIA-3.49%
250,000 Petronas Gas Berhard.......................................................... 842,531
640,000 Petronas Gas Berhard Int'l
Warrants (expiring 8/17/00)+................................................. 1,034,292
1,657,000 Technology Resources
Industries+.................................................................. 4,637,249
------------
TOTAL MALAYSIA (Cost $8,124,148)................................................ 6,514,072
------------
MEXICO-3.60%
39,600 Grupo Simec, S.A. de C.V. ADS+................................................ 267,300
600,000 Grupo Simec, S.A. de C.V., Series B+.......................................... 205,441
31,200 Grupo Tribasa, S.A. de C.V. ADS+.............................................. 210,600
624,000 Hylsamex, S.A. de C.V.+....................................................... 2,012,369
<CAPTION>
VALUE
NO. OF SHARES DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
MEXICO (CONTINUED)
122,300 Telefonos de Mexico, S.A. de C.V. ADR......................................... $ 4,035,900
------------
TOTAL MEXICO (Cost $13,612,412)................................................. 6,731,610
------------
PERU-2.91%
1,157,354 Compania Peruana de Telefonos S.A., Class B................................... 2,231,044
2,085,000 Ontario-Quinta A.V.V.*........................................................ 2,177,783
<CAPTION>
PAR (000)
- -------------
<C> <S> <C>
U.S.$ 1,260 Tele 2000 S.A., Convertible Note, 9.75%, 04/14/97++........................... 1,026,900
------------
TOTAL PERU (Cost $4,704,467).................................................... 5,435,727
------------
<CAPTION>
NO. OF SHARES
- -------------
<C> <S> <C>
PHILIPPINES-3.24%
108,200 Philippine Long Distance Telephone Co. ADR## (Cost $8,549,750)................ 6,059,200
------------
PORTUGAL-1.42%
144,857 Portugal Telecom S.A.+
(Cost $2,795,719)............................................................ 2,651,663
------------
PUERTO RICO-0.78%
54,600 Cellular Communications of Puerto Rico, Inc.+ (Cost $1,231,325)............... 1,460,550
------------
SINGAPORE-1.45%
330,000 Keppel Corp. (Cost $2,324,745)................................................ 2,713,931
------------
SOUTH KOREA-1.44%
110,000 Pohang Iron & Steel Ltd., ADR
(Cost $2,915,000)............................................................ 2,695,000
------------
THAILAND-0.60%
70,500 Advanced Information Services Public Co. Ltd. Foreign Registered (Cost
$950,012).................................................................... 1,120,827
------------
VENEZUELA-1.73%
2,659,148 C.A. La Electricidad de Caracas, SAICA-SACA (Cost $3,004,499)................. 3,226,342
------------
GLOBAL-3.30%
5,503 International Wireless Communications, Inc.*+(b).............................. 1,446,149
</TABLE>

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SCHEDULE OF INVESTMENTS (continued)
<TABLE>
<CAPTION>
PAR VALUE
(000) DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
GLOBAL (CONTINUED)
<C> <S> <C>
U.S.$ 58 International Wireless Communications, Inc., Convertible Note, 9.75%,
01/01/99*.................................................................... $ 57,514
<CAPTION>
NO. OF SHARES
- -------------
<C> <S> <C>
152,982 Millicom International Cellular S.A.+......................................... 4,665,951
------------
TOTAL GLOBAL (Cost $4,868,874).................................................. 6,169,614
------------
TOTAL EMERGING COUNTRIES (Cost $175,908,595).................................... 156,311,839
------------
EQUITY SECURITIES OF INFRASTRUCTURE COMPANIES IN DEVELOPED COUNTRIES-6.64%
DENMARK-1.49%
100,000 Tele Danmark A/S, Class B ADS (Cost $2,352,600)............................... 2,787,500
------------
ITALY-2.58%
1,155,000 Societa Italiana per l'Esercizio delle Telecomunicazioni p.a.+................ 1,274,880
1,155,000 Telecom Italia Mobile Di Risp................................................. 1,126,806
813,600 Telecom Italia Mobile S.p.A................................................... 1,312,723
813,600 Telecom Italia S.p.A.+........................................................ 1,106,656
------------
TOTAL ITALY (Cost $4,278,077)................................................... 4,821,065
------------
NETHERLANDS-0.74%
38,900 Koninklijke PTT Nederland N.V. (Cost $1,063,513).............................. 1,386,125
------------
SPAIN-1.83%
182,100 Iberdrola S.A................................................................. 1,536,777
59,600 Repsol S.A. ADR............................................................... 1,884,850
------------
TOTAL SPAIN (Cost $3,375,421)................................................... 3,421,627
------------
TOTAL DEVELOPED COUNTRIES (Cost $11,069,611).................................... 12,416,317
------------
EQUITY SECURITIES OF COMPANIES PROVIDING OTHER ESSENTIAL SERVICES IN THE DEVELOPMENT OF AN
EMERGING COUNTRY'S INFRASTRUCTURE-5.88%
ARGENTINA-0.28%
120,108 Corp. Cementera Argentina S.A.+ (Cost $870,260)............................... 528,713
------------
BRAZIL-0.11%
304,000 Moinho Santista Industrias Gerais PN+ (Cost $1,060,580)....................... 195,104
------------
<CAPTION>
VALUE
NO. OF SHARES DESCRIPTION (NOTE A)
- --------------------------------------------------------------------------------------------- ------------
<C> <S> <C>
ECUADOR-0.75%
7,481 Cemento Nacional Ecuador GDR++ (Cost $1,490,362).............................. $ 1,406,428
------------
MEXICO-2.50%
325,000 Cementos Apasco, S.A. de C.V.................................................. 1,315,528
238,925 Cementos Mexicanos S.A. de C.V., Class B...................................... 767,350
371,400 Cementos Mexicanos S.A. de C.V. C.P........................................... 1,123,812
362,000 Tolmex, S.A. de C.V........................................................... 1,465,295
------------
TOTAL MEXICO (Cost $9,781,171).................................................. 4,671,985
------------
THAILAND-2.24%
87,200 Siam Cement Co. Foreign Registered (Cost $3,317,976).......................... 4,193,641
------------
TOTAL OTHER ESSENTIAL SERVICES (Cost $16,520,349)............................... 10,995,871
------------
INVESTMENT COMPANIES IN EMERGING COUNTRIES-1.62%
INDIA-1.05%
2,000,000 India Special Situations Fund Ltd.*+ (Cost $2,000,000)........................ 1,954,720
------------
ISRAEL-0.57%
160 The Renaissance Fund*+# (Cost $1,064,447)..................................... 1,065,506
------------
TOTAL INVESTMENT COMPANIES (Cost $3,064,447).................................... 3,020,226
------------
TOTAL EQUITY OR EQUITY-LINKED SECURITIES (Cost $206,563,002).................... 182,744,253
------------
SHORT-TERM INVESTMENTS-1.12%
<CAPTION>
PAR (000)
- -------------
<C> <S> <C>
CHILEAN INFLATION-ADJUSTED
TIME DEPOSITS-0.76%
CLP 19,673 Banco de O'Higgins, 6.05%, 01/22/96**......................................... 579,043
10,875 Banco de O'Higgins, 6.57%, 02/21/96**......................................... 322,229
13,748 Banco de O'Higgins, 5.70%, 01/15/96**......................................... 404,603
3,909 Security Pacific, 6.10%, 01/22/96............................................. 115,082
------------
TOTAL CHILEAN INFLATION-ADJUSTED TIME DEPOSITS (Cost $1,437,634)................ 1,420,957
------------
</TABLE>

9
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- ------------------------------
* Not readily marketable security.
** Effective yield on the date of purchase.
+ Security is non-income producing.
++ SEC Rule 144A security. Such securities are traded only among "qualified
institutional buyers".
# As of November 30, 1995, the Fund committed to investing additional
capital of $535,553 in The Renaissance Fund.
## Security is out on loan.
(a) With an additional 352,716 rights attached, expiring 12/18/95, with no
market value.
(b) With an additional 581 warrants attached, expiring 12/31/98, with a
market value of $581.
ADR American Depositary Receipts.
ADS American Depositary Shares.
C.P. Certificate of Participation.
CLP Chilean pesos.
GDR Global Depositary Receipts.
ON Ordinary Shares.
PN Preferred Shares.
U.S.$ United States dollars.

See accompanying notes to financial statements.

10
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Investments, at value (Cost $208,683,978) (Note A) $184,837,084
Cash and cash equivalents (including $255,165 of foreign currencies
with a cost of $255,167) (Note A) 2,669,640
Receivables:
Investments sold 569,790
Dividends 393,985
Interest 46,347
Prepaid expenses and other assets 45,266
-----------
Total Assets 188,562,112
-----------
LIABILITIES:
Payables:
Investments purchased 893,703
Advisory fee (Note B) 411,160
Administration fees (Note B) 68,485
Other accrued expenses 267,402
-----------
Total Liabilities 1,640,750
-----------
NET ASSETS (applicable to 16,107,169 shares of common stock outstanding) (Note
C) $186,921,362
-----------
-----------
NET ASSET VALUE PER SHARE ($186,921,362 DIVIDED BY 16,107,169) $11.60
-----------
-----------
Net assets consist of:
Capital stock, $0.001 par value; 16,107,169 shares issued and outstanding
(100,000,000 shares authorized) $ 16,107
Paid-in capital 223,751,241
Undistributed net investment income 1,126,340
Accumulated net realized loss on investments and foreign currency related
transactions (14,073,596)
Net unrealized depreciation in value of investments and translation of other
assets and liabilities denominated in foreign currencies (23,898,730)
-----------
Net assets applicable to shares outstanding $186,921,362
-----------
-----------
</TABLE>

See accompanying notes to financial statements.

11
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME:
Income (Note A):
Dividends $ 4,326,664
Interest 820,188
Less: Foreign taxes withheld (304,500)
-----------
Total Investment Income 4,842,352
-----------
Expenses:
Investment advisory fees (Note B) 2,542,528
Administration fees (Note B) 371,429
Custodian fees (Note B) 276,705
Accounting fees 99,873
Printing 57,169
Insurance 55,335
Audit fees 48,545
NYSE listing fees 31,008
Directors' fees 30,295
Transfer agent fees 27,930
Amortization of organizational costs 9,994
Legal fees 9,865
Other 13,671
-----------
Total Expenses 3,574,347
-----------
Net Investment Income 1,268,005
-----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY RELATED
TRANSACTIONS:
Net realized loss from:
Investments (9,889,180)
Foreign currency related transactions (69,501)
Net change in unrealized appreciation in value of investments and
translation
of other assets and liabilities denominated in foreign currencies (31,753,559)
-----------
Net realized and unrealized loss on investments and foreign currency
related transactions (41,712,240)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(40,444,235)
-----------
-----------
</TABLE>

See accompanying notes to financial statements.

12
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE DECEMBER 29, 1993*
YEAR ENDED THROUGH
NOVEMBER 30, 1995 NOVEMBER 30, 1994
------------------ ------------------
<S> <C> <C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
Net investment income/(loss) $ 1,268,005 $ (262,589)
Net realized loss on investments and foreign currency related
transactions (9,958,681) (3,188,633)
Net change in unrealized appreciation in value of investments and
translation of other assets and liabilities denominated in foreign
currencies (31,753,559) 7,854,829
------------------ ------------------
Net increase/(decrease) in net assets resulting from operations (40,444,235) 4,403,607
------------------ ------------------
Dividends and distributions to shareholders from:
Net investment income ($0.03 per share) (512,808) --
Net realized gain on foreign currency related transactions
($0.02 per share) (292,550) --
------------------ ------------------
(805,358) --
------------------ ------------------

Capital share transactions (Note C):
Proceeds from the sale of 16,100,000 shares -- 224,595,000
Offering costs charged to capital -- (927,660)
------------------ ------------------
Net increase in net assets resulting from capital share transactions -- 223,667,340
------------------ ------------------
Total increase/(decrease) in net assets (41,249,593) 228,070,947

NET ASSETS:
Beginning of period 228,170,955 100,008
------------------ ------------------
End of period (including undistributed net investment income of
$1,126,340 and accumulated net investment loss of $262,589,
respectively) $ 186,921,362 $ 228,170,955
------------------ ------------------
------------------ ------------------
</TABLE>

- ------------------------
* Commencement of investment operations.

See accompanying notes to financial statements.

13
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Contained below is per share operating performance data for a share of common
stock outstanding, total investment return, ratios to average net assets and
other supplemental data for each period indicated. This information has been
derived from information provided in the financial statements and market price
data for the Fund's shares.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR DECEMBER 29, 1993*
ENDED THROUGH
NOVEMBER 30, 1995 NOVEMBER 30, 1994
----------------- ------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $14.17 $13.89**
------ ------
Net investment income/(loss) 0.07 (0.01)
Net realized and unrealized gain/(loss) on investments and foreign currency
related transactions (2.59) 0.29
------ ------
Net increase/(decrease) in net assets from operations (2.52) 0.28
------ ------
Dividends and distributions to shareholders from:
Net investment income (0.03) --
Net realized gain on foreign currency related transactions (0.02) --
------ ------
Total dividends and distributions to shareholders (0.05) --
------ ------
Net asset value, end of period $11.60 $14.17
------ ------
------ ------
Market value, end of period $ 9.75 $11.88
------ ------
------ ------
Total investment return (a) (17.49)% (14.87)%
------ ------
------ ------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000 omitted) $186,921 $228,171
Ratio of expenses to average net assets 1.83% 2.02%(b)
Ratio of net investment income/(loss) to average net assets 0.65% (0.13)%(b)
Portfolio turnover 13.73% 24.63%(c)
</TABLE>

- ------------------------
* Commencement of investment operations.

** Initial public offering price $15.00 per share less underwriting discount of
$1.05 per share and offering expenses of $0.06 per share.

(a) Total investment return at market value is based on the changes in market
price of a share during the period and assumes reinvestment of distributions
(if any) at actual prices pursuant to the Fund's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions or initial
underwriting discounts and has not been annualized.

(b) Annualized.

See accompanying notes to financial statements.

14
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

The Emerging Markets
NOTE A. SIGNIFICANT
Infrastructure Fund, Inc.
ACCOUNTING POLICIES
(the "Fund") was incorporated in Maryland on October
12, 1993 and commenced investment operations on December 29, 1993. The Fund is
registered under the Investment Company Act of 1940, as amended, as a
closed-end, non-diversified management investment company. Significant
accounting policies are as follows:

PORTFOLIO VALUATION: Investments are stated at value in the accompanying
financial statements. All securities for which market quotations are readily
available are valued at the closing price quoted for the securities prior to the
time of determination (but if bid and asked quotations are available, at the
mean between the last current bid and asked prices). Securities that are traded
over-the-counter are valued at the mean between the current bid and the asked
prices, if available. All other securities and assets are valued at the fair
value as determined in good faith by the Board of Directors. Investments in
short-term debt instruments having a maturity of 60 days or less are valued on
the basis of amortized cost. The Board of Directors has established general
guidelines for calculating fair value of non-publicly traded securities. At
November 30, 1995, the Fund held 8.7% of its net assets in securities valued in
good faith by the Board of Directors with an aggregate cost of $16,775,861 and
market value of $16,219,131. The net asset value per share of the Fund is
calculated weekly and at the end of each month and at any other times determined
by the Board of Directors.

CASH AND CASH EQUIVALENTS: Deposits held at Brown Brothers Harriman & Co. in
a variable rate account are classified as cash equivalents. Rates reset on a
daily basis and amounts are generally available on the same business day.

The Fund has segregated cash of $893,703 in a separate account in order to
meet its commitment to purchase an investment.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME: Investment transactions are
accounted for on the trade date. The cost of investments sold is determined by
use of the specific identification method for both financial reporting and
income tax purposes. Interest income is recorded on an accrual basis; dividend
income is recorded on the ex-dividend date.

TAXES: No provision is made for U.S. federal income or excise taxes as it is
the Fund's intention to continue to qualify as a regulated investment company
and to make the requisite distributions to its shareholders which will be
sufficient to relieve it from all or substantially all federal income and excise
taxes.

At November 30, 1995, the Fund had a capital loss carryover of $14,026,165 of
which $1,079,127 expires in 2002 and $12,947,038 expires in 2003.

For U.S. federal income tax purposes, realized capital losses and foreign
exchange losses incurred after October 31, 1995, within the fiscal year, are
deemed to arise on the first day of the following fiscal year. The Fund incurred
and elected to defer such losses of $23,664 and $21,033, respectively.

Income received by the Fund from sources within emerging countries and other
foreign countries may be subject to withholding and other taxes imposed by such
countries.

The Fund will be subject to and will accrue a 10% Chilean repatriation tax
with respect to all known and estimated remittances from Chile. For the year
ended November 30, 1995, the Fund incurred no such expense.

FOREIGN CURRENCY TRANSLATIONS: The books and records of the Fund are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:

(I) market value of investment securities, assets and liabilities at the
current rate of exchange; and

(II) purchases and sales of investment securities, income and expenses at the
relevant rates of exchange prevailing on the respective dates of such
transactions.

The Fund does not isolate that portion of gains and losses in investments in
equity securities which is due to changes in the foreign exchange rates from
that which is due to change in market prices of equity securities. Accordingly,
realized and unrealized foreign currency

15
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (continued)
gains and losses with respect to such securities are included in the reported
net realized and unrealized gains and losses on investment transactions
balances. However, the Fund does isolate the effect of fluctuations in foreign
exchange rates when determining the gain or loss upon the sale or maturity of
foreign currency denominated debt obligations pursuant to U.S. federal income
tax regulations, with such amount categorized as foreign exchange gain or loss
for both financial reporting and income tax reporting purposes.

Net currency gains from valuing foreign currency denominated assets and
liabilities at period end exchange rates are reflected as a component of net
unrealized appreciation/depreciation on investments, foreign currency holdings,
and other assets and liabilities denominated in foreign currencies.

Net realized foreign exchange losses represent foreign exchange gains and
losses from sales and maturities of debt securities, holdings of foreign
currencies, transactions in forward foreign currency contracts, exchange gains
or losses realized between the trade date and settlement dates on security
transactions, and the difference between the amounts of interest and dividends
recorded on the Fund's books and the U.S. dollar equivalent of the amounts
actually received.

The Fund reports certain foreign currency related transactions and foreign
taxes withheld on security transactions as components of realized gains for
financial reporting purposes, whereas such components are treated as ordinary
income for U.S. federal income tax purposes.

SECURITIES LENDING: The market value of securities out on loan to brokers at
November 30, 1995, was $9,935,923, for which the Fund has received cash as
collateral of $10,100,804. Such cash collateral was reinvested into a repurchase
agreement which is in turn collateralized by U.S. Treasury Strips
(interest-only). Security loans are required at all times to have collateral at
least equal to 102% of the market value of the securities on loan; however, in
the event of default or bankruptcy by the other party to the agreement,
realization and/or retention of the collateral may be subject to legal
proceedings.

During the period, the Fund earned $36,495 in securities lending income which
is included in interest income in the Statement of Operations.

DISTRIBUTION OF INCOME AND GAINS: The Fund distributes at least annually to
shareholders substantially all of its net investment income and net realized
short-term capital gains, if any. The Fund determines annually whether to
distribute any net realized long-term capital gains in excess of net realized
short-term capital losses, including capital loss carryovers if any, although it
currently expects to distribute such gains. An additional distribution may be
made to the extent necessary to avoid the payment of a 4% U.S. federal excise
tax. Dividends and distributions to shareholders are recorded by the Fund on the
ex-dividend date.

The character of distributions made during the year from net investment income
or net realized gains may differ from their ultimate characterization for U.S.
federal income tax purposes due to U.S. generally accepted accounting
principles/tax differences in the character of income and expense recognition.

At November 30, 1995, the Fund reclassified $682,200 of permanent book/tax
differences relating to realized gains on passive foreign investment company
holdings from accumulated net realized loss on investments and foreign currency
related transactions to undistributed net investment income. In addition, the
Fund reclassified $48,468 of foreign currency losses to undistributed net
investment income.

OTHER: Some countries require governmental approval for the repatriation of
investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if there is a deterioration in a country's balance of
payments or for other reasons, a country may impose temporary restrictions on
foreign capital remittances abroad. Amounts repatriated prior to the end of
specified periods may be subject to taxes as imposed by a foreign country.

16
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (continued)

The emerging countries' securities markets are substantially smaller, less
liquid and more volatile than the major securities markets in the United States.
A high proportion of the securities of many companies in emerging countries may
be held by a limited number of persons, which may limit the number of securities
available for investment by the Fund. The limited liquidity of emerging country
securities markets may also affect the Fund's ability to acquire or dispose of
securities at the price and time it wishes to do so.

The Fund, subject to local investment limitations, may invest up to 30% of its
assets in non-publicly traded equity securities which may involve a high degree
of business and financial risk and may result in substantial losses. Because of
the current absence of any liquid trading market for these investments, the Fund
may take longer to liquidate these positions than would be the case for publicly
traded securities. Although these securities may be resold in privately
negotiated transactions, the prices realized on such sales could be less than
those originally paid by the Fund. Further, companies whose securities are not
publicly traded may not be subject to the disclosure and other investor
protection requirements applicable to companies whose securities are publicly
traded.

BEA Associates serves as
NOTE B. AGREEMENTS
the Fund's investment adviser with respect to all
investments. As compensation for its advisory services, BEA Associates receives
from the Fund an annual fee, calculated weekly and paid quarterly, equal to
1.30% of the Fund's average weekly net assets. For the year ended November 30,
1995, BEA Associates earned $2,542,528 for advisory services. BEA Associates
also provides certain administrative services to the Fund and is reimbursed by
the Fund for costs incurred on behalf of the Fund (up to $20,000 per annum). For
the year ended November 30, 1995, BEA Associates was reimbursed $13,870 for
administrative services rendered to the Fund.

Bear Stearns Funds Management Inc. ("BSFM") acts as the Fund's U.S.
administrator. For the period, December 1, 1994 through July 31, 1995, the Fund
paid BSFM a fee for its services rendered that was computed weekly at an annual
rate of 0.15% of the Fund's average weekly net assets. From August 1, 1995
through November 30, 1995, the Fund paid BSFM a fee for its services rendered
that is computed at an annual rate of 0.12% of the Fund's average weekly net
assets. For the year ended November 30, 1995, BSFM earned $273,871 for
administrative services.

Banco de Boston and CELFIN Administradora de Fondos de Inversion de Capital
Extranjero S.A. ("Chilean administrator") serve as the Fund's administrators
with respect to Brazilian and Chilean investments, respectively. Banco de Boston
is paid for its services a quarterly fee based on an annual rate of 0.10% of
average month end Brazilian net assets of the Fund. In return for services
rendered, the Chilean administrator's fee is paid quarterly at an annual rate of
0.10% of the Fund's average weekly net assets in Chile, subject to certain
minimum annual fees and reimbursement for a predefined limit of their expenses.

Through September 4, 1995, PNC Bank, N.A. served as the Fund's transfer agent
and registrar. Effective September 5, 1995, The First National Bank of Boston
serves as the Fund's transfer agent and registrar.

The authorized capital
NOTE C. CAPITAL stock of the Fund is STOCK
100,000,000 shares of common stock, $0.001 par value.
Of the 16,107,169 shares outstanding at November 30, 1995, BEA Associates owned
7,169 shares. In addition to the issuance of common stock to BEA Associates, a
public offering of the Fund's shares by a group of underwriters resulted in the
issuance of 16,100,000 shares of the Fund's common stock. Offering expenses of
$927,660 incurred in connection with the offering of the Fund's shares have been
charged to paid-in capital.

For U.S. federal income
NOTE D. INVESTMENT tax purposes, the cost of IN SECURITIES
securities owned at November 30, 1995 was
$208,690,557. Accordingly, the net unrealized depreciation of investments
(including investments denominated in foreign currencies) of $23,853,473, was
composed of gross appreciation of $14,932,323 for those investments having an
excess of

17
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (continued)
value over cost and gross depreciation of $38,785,796 for those investments
having an excess of cost over value.

For the year ended November 30, 1995, total purchases and sales of securities,
other than short-term investments, aggregated $32,764,303 and $25,586,655,
respectively.

The Fund, along with
NOTE E. CREDIT 15 other U.S. regulated AGREEMENT
investment companies for which BEA serves as
investment adviser, has a credit agreement with The First National Bank of
Boston. The agreement provides that each fund is permitted to borrow an amount
equal to the lesser of $50,000,000 or 25% of the net assets of the fund.
However, at no time shall the aggregate outstanding principal amount of all
loans to any of the 16 funds exceed $50,000,000. The line of credit will bear
interest at (i) the greater of the bank's prime rate or the Federal Funds
Effective Rate plus 0.50% or (ii) the Adjusted Eurodollar Rate plus 1.50%. The
Fund had no amounts outstanding under the credit agreement at November 30, 1995.

NOTE F. QUARTERLY RESULTS OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
NET GAIN/(LOSS)
ON INVESTMENT NET
AND FOREIGN INCREASE/(DECREASE)
NET CURRENCY IN NET
INVESTMENT INVESTMENT DENOMINATED ASSETS RESULTING
INCOME INCOME/(LOSS) TRANSACTIONS FROM OPERATIONS MARKET PRICE
------------- -------------- ---------------- ---------------- ON NYSE
TOTAL PER TOTAL PER TOTAL PER TOTAL PER ----------------
QUARTER ENDED (000) SHARE (000) SHARE (000) SHARE (000) SHARE HIGH LOW
- ------------------------------------- ------ ----- ------ ------ -------- ------ -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
February 28, 1995.................... $ 731 $ 0.04 $ (225) $ (0.01) $(46,457) $ (2.89) $(46,682) $ (2.90) $ 12.000 $ 9.250
May 31, 1995......................... 1,922 0.12 1,088 0.06 19,464 1.21 20,552 1.27 11.250 7.500
August 31, 1995...................... 1,109 0.07 158 0.01 (4,919) (0.30) (4,761) (0.29) 11.250 9.625
November 30, 1995.................... 1,080 0.07 247 0.01 (9,800) (0.61) (9,553) (0.60) 10.375 9.125
------ ----- ------ ------ -------- ------ -------- ------
Totals............................... $4,842 $ 0.30 $1,268 $ 0.07 $(41,712) $ (2.59) $(40,444) $ (2.52)
------ ----- ------ ------ -------- ------ -------- ------
------ ----- ------ ------ -------- ------ -------- ------

February 28, 1994*................... $ 564 $ 0.04 $ (220) $ (0.01) $ (134) $ (0.01) $ (354) $ (0.02) $ 16.125 $ 14.625
May 31, 1994......................... 1,140 0.07 128 0.01 (17,740) (1.10) (17,612) (1.09) 14.625 11.000
August 31, 1994...................... 1,259 0.08 132 0.01 29,716 1.84 29,848 1.85 14.000 11.000
November 30, 1994.................... 750 0.04 (302) (0.02) (7,176) (0.44) (7,478) (0.46) 13.750 11.125
------ ----- ------ ------ -------- ------ -------- ------
Totals............................... $3,713 $ 0.23 $ (262) $ (0.01) $ 4,666 $ 0.29 $ 4,404 $ 0.28
------ ----- ------ ------ -------- ------ -------- ------
------ ----- ------ ------ -------- ------ -------- ------
</TABLE>

- --------------------------
* For the period December 29, 1993 (commencement of investment operations)
through February 28, 1994.

18
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors
of The Emerging Markets Infrastructure Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of The
Emerging Markets Infrastructure Fund, Inc., including the schedule of
investments, as of November 30, 1995, and the related statements of operations
for the year then ended, and changes in net assets for each of the two years in
the period then ended and the financial highlights for each of the periods
presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments held by the
custodians and issuers as of November 30, 1995. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Emerging Markets Infrastructure Fund, Inc., as of November 30, 1995 and the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended and its financial highlights
for each of the periods presented, in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 12, 1996

19
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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RESULTS OF ANNUAL MEETING OF SHAREHOLDERS (unaudited)

On March 30, 1995, the annual meeting of shareholders of The Emerging Markets
Infrastructure Fund, Inc. (the "Fund") was held and the following matters were
voted upon:

(1) To re-elect six directors to the Board of Directors of the Fund.

<TABLE>
<CAPTION>
NAME OF DIRECTOR VOTES FOR VOTES AGAINST VOTES WITHHELD NON-VOTES
- ---------------------------------------------- ------------ ----------------- -------------- ----------
<S> <C> <C> <C> <C>
George Landau................................. 12,752,713 -- 748,716 2,605,740
Martin Torino................................. 12,742,967 -- 758,462 2,605,740
Daniel Sigg................................... 12,737,385 -- 764,044 2,605,740
Peter Gordon.................................. 12,740,689 -- 760,740 2,605,740
Emilio Bassini................................ 12,755,960 -- 745,469 2,605,740
James Cattano................................. 12,738,249 -- 763,180 2,605,740
</TABLE>

(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants for the fiscal year ending November 30, 1995.

<TABLE>
<CAPTION>
VOTES
VOTES FOR AGAINST VOTES WITHHELD NON-VOTES
------------ ------------ --------------- ----------
<S> <C> <C> <C> <C>
12,756,468 658,878 86,083 2,605,740
</TABLE>

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TAX INFORMATION (unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as
amended, to advise its shareholders within 60 days of the Fund's fiscal year end
(November 30, 1995) as to the U.S. federal tax status of distributions received
by the Fund's shareholders in respect of such fiscal year. Of the $0.05 per
share dividend paid in respect of such fiscal year, $0.03 was derived from net
investment income and $0.02 per share was from net realized foreign exchange
gains. There were no dividends which would qualify for the dividend received
deduction available to corporate shareholders.

The Fund does not intend to make an election under Section 853 to pass through
foreign taxes paid by the Fund to its shareholders. This information is given to
meet certain requirements of the Internal Revenue Code of 1986, as amended.
Shareholders should refer to their Form 1099-DIV to determine the amount
includable on their respective tax returns for 1995.

Because the Fund's fiscal year is not the calendar year, notification will be
sent in respect to calendar year 1995. The notification, which will reflect the
amount to be used by calendar year taxpayers on their U.S. federal income tax
returns, will be made in conjunction with Form 1099-DIV and will be mailed in
January 1996.

Foreign shareholders will generally be subject to U.S. withholding tax on the
amount of their dividend. They will generally not be entitled to a foreign tax
credit or deduction for the withholding taxes paid by the Fund.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs)
need not be reported as taxable income for U.S. federal income tax purposes.
However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may
need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the
tax consequences of their investment in the Fund.

20
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THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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DESCRIPTION OF THE FUND'S DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN

Pursuant to The Emerging Markets Infrastructure Fund, Inc. (the "Fund") Dividend
Reinvestment and Cash Purchase Plan (the "Plan"), each shareholder will be
deemed to have elected, unless the Fund's transfer agent, as the Plan Agent (the
"Plan Agent"), is otherwise instructed by the shareholder in writing, to have
all distributions, net of any applicable U.S. withholding tax, automatically
reinvested in additional shares of the Fund. Shareholders who do not participate
in the Plan will receive all dividends and distributions in cash, net of any
applicable U.S. withholding tax, paid in dollars by check mailed directly to the
shareholder by the Plan Agent, as dividend-paying agent. Shareholders who do not
wish to have dividends and distributions automatically reinvested should notify
the Plan Agent for the Fund at the address set forth below. Dividends and
distributions with respect to shares registered in the name of a broker-dealer
or other nominee (i.e. in "street name") will be reinvested under the Plan
unless such service is not provided by the broker or nominee or the shareholder
elects to receive dividends and distributions in cash. A shareholder whose
shares are held by a broker or nominee that does not provide a dividend
reinvestment program may be required to have his shares registered in his own
name to participate in the Plan. Investors who own shares of the Fund's common
stock registered in street name should contact the broker or nominee for details
concerning participation in the Plan.

Certain distributions of cash attributable to (a) some of the dividends and
interest amounts paid to the Fund and (b) certain capital gains earned by the
Fund that are derived from securities of certain emerging country issuers are
subject to taxes payable by the Fund at the time amounts are remitted. Such
taxes, if any, will be borne by the Fund and allocated to all shareholders in
proportion to their interests in the Fund.

The Plan Agent serves as agent for the shareholders in administering the Plan.
If the Board of Directors of the Fund declares an income dividend or a capital
gains distribution payable either in the Fund's common stock or in cash, as
shareholders may have elected, nonparticipants in the Plan will receive cash and
participants in the Plan will receive common stock to be issued by the Fund. If
the market price per share on the valuation date equals or exceeds net asset
value per share on that date, the Fund will issue new shares to participants
valued at net asset value or, if the net asset value is less than 95% of the
market price on the valuation date, then valued at 95% of the market price. If
net asset value per share on the valuation date exceeds the market price per
share on that date the Plan Agent, as agent for the participants, will purchase
shares of common stock on the open market, on the New York Stock Exchange or
elsewhere, for the participants' accounts. If, before the Plan Agent has
completed its purchases, the market price exceeds the net asset value per share,
the average per share purchase price paid by the Plan Agent may exceed the net
asset value per share, resulting in the acquisition of fewer shares than if the
dividend or distribution had been paid in shares issued by the Fund at net asset
value. If the market price exceeds the net asset value per share before the Plan
Agent has completed its purchases, the Plan Agent is permitted to cease
purchasing shares and the Fund may issue the remaining shares at a price equal
to the greater of (a) net asset value or (b) 95% of the then current market
price. In a case where the Plan Agent has terminated open market purchases and
the Fund has issued the remaining shares, the number of shares received by the
participant in respect of the cash dividend or distribution will be based on the
weighted average of prices paid for shares purchased in the open market and the
price at which the Fund issues remaining shares. The valuation date is the
dividend or distribution payment date or, if that date is not a New York Stock
Exchange trading day, the next preceding trading day. If the Fund should declare
an income dividend or capital gains distribution payable only in cash, the Plan
Agent will, as agent for the participants, buy Fund shares in the open market,
on the New York Stock Exchange or elsewhere, for the participants' accounts on,
or shortly after, the payment date.

Participants in the Plan have the option of making additional cash payments to
the Plan Agent, semiannually, in any amount from $100 to $3,000, for investment
in the Fund's common stock. The Plan Agent will use all funds received from
participants to purchase Fund shares in the open market on or about February 15
and August 15 of

21
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THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- -------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DESCRIPTION OF THE FUND'S DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN (CONTINUED)
each year. Any voluntary cash payments received more than 30 days prior to these
dates will be returned by the Plan Agent and interest will not be paid on any
uninvested cash payments. To avoid unnecessary cash accumulations, and also to
allow ample time for receipt and processing by the Plan Agent, it is suggested
that participants send in voluntary cash payments to be received by the Plan
Agent approximately 10 days before February 15 or August 15, as the case may be.
A participant may withdraw a voluntary cash payment by written notice, if the
notice is received by the Plan Agent not less than 48 hours before the payment
is to be invested. A participant's tax basis in his shares acquired through this
optional investment right will equal his cash payments to the Plan, including
any cash payments used to pay brokerage commissions allocable to his acquired
shares.

The Plan Agent maintains all shareholder accounts in the Plan and furnishes
written confirmations of all transactions in the account, including information
needed by shareholders for personal and tax records. Shares in the account of
each Plan participant will be held by the Plan Agent in the name of the
participant and each shareholder's proxy will include those shares purchased
pursuant to the Plan.

In the case of a shareholder, such as a bank, broker or nominee, that holds
shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of shares certified from time to time by the
shareholder as representing the total amount registered in the shareholder's
name and held for the account of beneficial owners who are to participate in the
Plan.

There is no charge to participants for reinvesting dividends or capital gains
distributions payable in either shares or cash. The Plan Agent's fees for the
handling of reinvestment of such dividends and capital gains distributions will
be paid by the Fund. There will be no brokerage charges with respect to shares
issued directly by the Fund as a result of dividends or capital gains
distributions payable either in stock or in cash. However, each participant will
be charged by the Plan Agent a pro rata share of brokerage commissions incurred
with respect to the Plan Agent's open market purchases in connection with
voluntary cash payments made by the participant or the reinvestment of dividends
or capital gains distributions payable only in cash. Brokerage charges for
purchasing small amounts of stock for individual accounts through the Plan are
expected to be less than the usual brokerage charges for such transactions
because the Plan Agent will be purchasing stock for all participants in blocks
and prorating the lower commission thus obtainable. Brokerage commissions will
vary based on, among other things, the broker selected to effect a particular
purchase and the number of participants on whose behalf such purchase is being
made. The Fund cannot predict, therefore, whether the cost to a participant who
makes a voluntary cash payment will be less than if a participant were to make
an open market purchase of the Fund's common stock on his own behalf.

The receipt of dividends and distributions in the stock under the Plan will not
relieve participants of any income tax (including withholding tax) that may be
payable on such dividends or distributions.

Experience under the Plan may indicate that changes in the Plan are desirable.
Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan
as applied to any voluntary cash payments made and any dividend or distribution
paid subsequent to notice of the termination sent to the members of the Plan at
least 30 days before the semiannual contribution date, in the case of voluntary
cash payments, or the record date for dividends or distributions. The Plan also
may be amended by the Fund or the Plan Agent, but (except when necessary or
appropriate to comply with applicable law, rules or policies of a regulatory
authority) only by at least 30 days' written notice to members of the Plan. All
correspondence concerning the Plan should be directed to The First National Bank
of Boston, Investor Relations Department, P.O. Box 644, Mail Stop 45-02-09,
Boston, Massachusetts 02102-0644 or by telephone at 1-800-730-6001.

22
<PAGE>
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INVESTMENT ADVISER
THE EMERGING MARKETS
BEA Associates
----------------------------
New York, New York
INFRASTRUCTURE
-------------------
FUND, INC.
U.S. ADMINISTRATOR
-----------
Bear Stearns Funds Management Inc.
New York, New York

TRANSFER AGENT AND REGISTRAR
The First National Bank of Boston
Boston, Massachusetts

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, Massachusetts

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

LEGAL COUNSEL
Willkie Farr & Gallagher
New York, New York

THE EMERGING MARKETS

This report, including the financial statements herein, is sent to the
INFRASTRUCTURE FUND, INC.
shareholders of the Fund for their information. It is not a prospectus, ANNUAL
REPORT
circular or representation intended for use in the purchase or sale of shares of
the Fund or of any securities mentioned in this report.
NOVEMBER 30, 1995