<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE EMERGING MARKETS 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 THURSDAY, MARCH 27, 1997
-----------------
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 Thursday, March 27, 1997, 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, 1997.
The close of business on February 24, 1997 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 28, 1997.
By order of the Board of Directors,
/s/ Michael A. Pignataro
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 28, 1997
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
TO BE HELD ON THURSDAY, MARCH 27, 1997
-----------------
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 Thursday,
March 27, 1997 (commencing at 10:00 a.m.), and at any adjournments thereof
(collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a
proxy card (the "Proxy") accompany this Proxy Statement. Proxy solicitations
will be made primarily by mail, but solicitations may also be made by telephone,
telegraph or personal interviews conducted by officers or employees of the Fund,
BEA Associates, the investment adviser to the Fund ("BEA"), Bear Stearns Funds
Management Inc., the administrator of the Fund (the "Administrator"), or
MacKenzie Partners, Inc. ("MacKenzie"), a proxy solicitation firm that has been
retained by the Fund and which will receive a fee of approximately $3,000 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
28, 1997.
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, 1996 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 24, 1997, 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 before 10:00 a.m. on
March 27, 1997.
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.
Peter A. Gordon, George W. Landau and Richard W. Watt, directors whose
current terms expire on the date of this Meeting, have been nominated for a
three-year term to expire at the 2000 Annual Meeting of Shareholders. In
addition, William W. Priest, Jr. has been nominated for a two-year term to
expire at the 1999 Annual Meeting of Shareholders. Messrs. Gordon, Landau, Watt
and Priest currently serve as directors of the Fund. On February 11, 1997, Mr.
Priest was elected by the Board of Directors of the Fund to fill the vacancy
resulting from Mr. Daniel Sigg's resignation from such Board. The election of
Mr. Priest is now being submitted to the shareholders of the Fund for their
approval. Messrs. Gordon and Landau have been members of the Board of Directors
since the Fund commenced operations in December 1993. Mr. Watt has been a member
of the Board of Directors since August 1995. If elected, each of Messrs. Gordon,
Landau and
2
<PAGE>
Watt will serve until the 2000 Annual Meeting of Shareholders and until his
successor is duly elected and qualified. If elected, Mr. Priest will serve until
the 1999 Annual Meeting of Shareholders and until his successor is duly elected
and qualified.
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. Priest and Watt are interested persons of the Fund by virtue of their
positions as directors and/or officers of BEA.
The following table sets forth certain information regarding the nominees
for election to the Board of the Fund 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 24, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1997 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ------------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (55) 200 Professor of Finance and Economics Since 1996; cur- Director of nine
Columbia University and Director of the Financial Man- rent term ends at other BEA-advised
Graduate School of agement Program, Graduate School of the 1998 annual investment compa-
Business Business, Columbia University meeting. nies; Director of
New York, NY 10027 (1971-present). The Adam Express
Company; Director
of Petroleum and
Resources Corpora-
tion.
James J. Cattano (53) ..... -- President, Primary Resource Inc. (an Since 1993; cur- Director of six
78 Manor Road international trading company rent term ends at other BEA-advised
Ridgefield, CT 06877 specializing in the sale of agricul- the 1998 annual investment compa-
tural commodities in Latin American meeting. nies.
markets) (10/96-present); Presi-
dent, Atlantic Fertilizer & Chemi-
cal Company, (an international
trading company specializing in the
sale of agricultural commodities in
Latin American markets)
(10/91-10/96).
Peter A. Gordon (54) ...... -- General Partner of Ethos Capital Since 1993; cur- Director of five
284 Coopers Neck Lane Management (6/92-12/95); Managing rent term ends at other BEA-advised
P.O. Box 1327 Director at Salomon Brothers, Inc the 1997 annual investment
Southampton, NY 11968 (1981-6/92). meeting. companies; Di-
rector of TCS
Fund, Inc.; Direc-
tor of the Mills
Corporation.
</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 24, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1997 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ------------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
George W. Landau (77) ..... 1,000 Senior Advisor for Latin America Since 1993; cur- Director of six
Two Grove Isle Drive Coca-Cola International (1988- rent term ends at other BEA-advised
Coconut Grove, FL 33133 present); President of the Americas the 1997 annual investment
Society and Council of the Americas meeting. companies; Direc-
(7/85-10/93); United States Am- tor of Emigrant
bassador to Venezuela (1982-1985); Savings Bank; Di-
United States Ambassador to Chile rector of GAM
(1977-1982) and United States Am- Funds, Inc.
bassador to Paraguay (1972-1977).
William W. Priest, Jr.* -- Director, Co-Chairman--Executive Since 1997; cur- Director of ten
(55) Committee, Chief Executive Officer rent term ends at other BEA-advised
153 East 53rd Street and Managing Director of BEA the 1997 annual investment
New York, NY 10022 (12/90-present). meeting. companies.
Martin M. Torino (47) ..... -- Chairman of the Board of Ingenio y Since 1993; cur- Director of five
Reconquista 365, 9th Fl. Refineria San Martin Del Tabacal rent term ends at other BEA-advised
Capital Federal 1003 S.A. (8/96-present); Executive the 1999 annual investment
Buenos Aires, Argentina Director of TAU S.A. (a commodities meeting. companies.
trading firm) (11/90-present);
President of DYAT S.A. (10/93-pre-
sent).
Richard W. Watt* (38) ..... -- Managing Director of BEA Since 1995; cur- Director of seven
153 East 53rd Street (7/96-present); Senior Vice Presi- rent term ends at other BEA-advised
New York, NY 10022 dent of BEA (8/95-7/96); Head of the 1997 annual investment
Emerging Markets Investments and meeting. companies.
Research at Gartmore Investment
Limited (11/92-6/95); Director of
Kleinwort Benson International In-
vestment (5/87-10/92).
All directors and officers
(11 persons, including
the foregoing) as a
group.................... 2,175
</TABLE>
During the fiscal year ended November 30, 1996, each director who is not a
director, officer, partner, co-partner or employee of BEA, the Administrator, or
any affiliate thereof, received an annual fee of $5,000 and $500 for each
meeting of the Board attended by him 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, 1996 to all such
unaffiliated directors was $28,875. During the fiscal year ended November 30,
1996, the Board convened 9 times. Each director except Mr. Gordon 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, 1996. The Audit Committee advises the full Board with respect to
4
<PAGE>
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 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, 1996, all filing requirements applicable to such
persons were complied with, except that an Initial Statement of Beneficial
Ownership on Form 3 was filed late by Wendy Setnicka (officer of the Fund).
The following table shows certain information about officers of the Fund
other than Messrs. Priest and Watt, who are described above. Mr. Priest is
Chairman of the Board of the Fund and was appointed to such position on February
11, 1997. Mr. Watt is President and Chief Investment Officer of the Fund. Mr.
Watt was appointed to his positions on February 11, 1997, having previously
served as Executive Vice President and Investment Officer of the Fund since
August 15, 1995. Ms. Setnicka was appointed to her position as Assistant
Treasurer on May 14, 1996. All of the other 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 24, 1997 POSITION WITH FUND FIVE YEARS
- ------------------------------ --- ------------------- ----------------------- ----------------------------------------
<S> <C> <C> <C> <C>
Paul P. Stamler .............. 36 -- 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 ......... 37 900 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 ............. 29 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 L.L.P.
(certified public accountant)
(1989-1992).
Wendy Setnicka ............... 32 -- Assistant Treasurer Assistant Vice President of BEA
153 East 53rd Street (1/97-present); Administrative Officer
New York, NY 10022 for Investment Companies of BEA
(11/93-present); Supervisor of Fund
Accounting and Administration at Reich &
Tang LP (6/89-11/93).
</TABLE>
5
<PAGE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended November 30, 1996. 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>
Dr. Enrique R. Arzac+ ........ $2,375 0 0 $19,000 10
James J. Cattano ............. $7,000 0 0 $49,000 7
Peter A. Gordon .............. $5,500 0 0 $33,000 6
George W. Landau ............. $7,000 0 0 $49,000 7
Martin M. Torino ............. $7,000 0 0 $42,000 6
</TABLE>
- ----------------
+ Dr. Arzac became a director of the Fund in February 1996 and therefore
earned a prorated annual fee for his services for the 1996 fiscal year.
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, 1997. At a meeting held on February 11, 1997, 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,
1997. 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.
6
<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 1998 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than October 31, 1997. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
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.
7
<PAGE>
THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
P The undersigned hereby appoints Paul P. Stamler and Michael A.
Pignataro as Proxies, each with the power to appoint his substitute,
R and hereby authorizes them to represent and to vote, as designated on
the reverse side and in accordance with their judgment on such other
O matters as may properly come before the meeting or any adjournments
thereof, all shares of The Emerging Markets Infrastructure Fund, Inc.
X (the "Fund") that the undersigned is entitled to vote at the annual
meeting of shareholders to be held on March 27, 1997, and at any
Y adjournments thereof.
-------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE /
-------------
<PAGE>
-----
/ / Please mark
/ X / votes as in
/ / this example.
-----
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.
The Board of Directors recommends a vote "FOR" the nominees in Proposal 1
and "FOR" Proposal 2.
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF THE FOLLOWING NOMINEES AS 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
DIRECTORS. COOPERS & LYBRAND L.L.P. AS ------- ------- -------
Peter A. Gordon (three-year term) INDEPENDENT PUBLIC ACCOUNTANTS / / / / / /
George W. Landau (three-year term) OF THE FUND FOR THE FISCAL / / / / / /
Richard W. Watt (three-year term) YEAR ENDING NOVEMBER 30, 1997. ------- ------- -------
William W. Priest, Jr. (two-year term)
FOR WITHHELD
------- -------
/ / / /
/ / / /
------- -------
------
/ /
/ /
--------------------------------------------
For all nominees except as noted above
</TABLE>
MARK HERE ------
FOR ADDRESS / /
CHANGE AND / /
NOTE AT LEFT ------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature:_______________ Date:______ Signature:_______________ Date:______
