<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 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 TUESDAY, APRIL 27, 1999
-----------------
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, 787 Seventh Avenue, 38th Floor, New York,
New York, 10019, on Tuesday, April 27, 1999, commencing at 11:00 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 two (2) directors of the Fund;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending November
30, 1999;
(3) To approve or disapprove a shareholder proposal recommending that
the Board of Directors of the Fund take the necessary steps to
afford the shareholders of the Fund an opportunity to realize net
asset value, which proposal the Board of Directors opposes, as
discussed herein;
(4) To approve or disapprove a shareholder proposal providing that the
advisory contract between the Fund and Credit Suisse Asset
Management (formerly named BEA Associates) be terminated, which
proposal the Board of Directors opposes, as discussed herein; and
(5) To approve or disapprove a shareholder proposal recommending that to
the extent allowed by law, the reasonable proxy solicitation
expenses of each nominee for election to the Board of Directors
nominated by one or more shareholders beneficially owning in total,
at least 25,000 shares of the Fund's stock, be borne by the Fund,
which proposal the Board of Directors opposes, as discussed herein.
The close of business on February 22, 1999 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
March 25, 1999.
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 TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD(S) IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. REGARDLESS OF THE SIZE OF YOUR SHAREHOLDING, IT IS
IMPORTANT THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION.
<PAGE>
IMPORTANT
1. Be sure to vote only the WHITE proxy card. We urge you not to sign any GREEN
proxy card which is sent to you by Phillip Goldstein. Remember, each
properly executed proxy you submit revokes all prior proxies.
2. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
them to vote on the WHITE card "FOR" proposals 1 and 2, and "AGAINST"
proposals 3, 4 and 5.
3. If you have any questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
Call Toll-Free (800) 223-2064
Dated: March 25, 1999
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 TUESDAY, APRIL 27, 1999
-----------------
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, 787 Seventh
Avenue, 38th Floor, New York, New York 10019, on Tuesday, April 27, 1999
(commencing at 11:00 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, Credit
Suisse Asset Management (formerly named BEA Associates), the investment adviser
to the Fund ("CSAM"), Bear Stearns Funds Management Inc., the administrator of
the Fund (the "Administrator"), or Georgeson & Company, Inc. ("Georgeson"), a
proxy solicitation firm that has been retained by the Fund which will receive a
fee of approximately $15,000 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 Georgeson for its
services in soliciting Proxies and (d) supplementary solicitations to submit
Proxies, will be borne by the Fund. The Fund expects that solicitation costs
will total approximately $82,900. The Fund has been advised by Georgeson that
Georgeson expects to have approximately twenty-five employees assigned to
soliciting shareholders on behalf of the Board. This Proxy Statement is expected
to be mailed to shareholders on or about March 25, 1999.
The principal executive office of CSAM is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The Administrator has its
principal executive office at 575 Lexington Avenue, 9th Floor, New York, New
York 10022.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended November 30, 1998 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 the election of the nominees for director,
FOR the ratification of PricewaterhouseCoopers LLP as independent public
accountants for the fiscal year ending November 30, 1999, and AGAINST the
shareholder proposals (Proposals 3, 4 and 5). Any shareholder
1
<PAGE>
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.
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. Proposals 2, 3, and 5 require
for approval the vote of a majority of the votes cast at the Meeting in person
or by proxy. Proposal 4 requires for approval the vote of a "majority of the
outstanding voting securities" of the Fund. The term "majority of the
outstanding voting securities" as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), and as used in this Proxy Statement, means the
affirmative vote of the lesser of (a) 67% or more of the Shares (as defined
below) of the Fund present at the Meeting if the holders of more than 50% of the
outstanding Shares of the Fund are present in person or by proxy, or (b) more
than 50% of the outstanding Shares of the Fund. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on Proposals 1, 2, 3 and 5 but would have the same effect
as a vote AGAINST Proposal 4.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 22, 1999, there were
15,407,469 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 for your shares to 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 11:00 a.m. on
April 27, 1999.
2
<PAGE>
IMPORTANT
1. Be sure to vote only the WHITE proxy card. We urge you not to sign any GREEN
proxy card which is sent to you by Phillip Goldstein. Remember, each
properly executed proxy you submit revokes all prior proxies.
2. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
them to vote on the WHITE card "FOR" proposals 1 and 2, and "AGAINST"
proposals 3, 4 and 5.
3. If you have any questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
Call Toll-Free (800) 223-2064
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
two (2) 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.
William W. Priest, Jr. and Martin M. Torino, directors whose current terms
expire on the date of the Meeting, have been nominated for a three-year term to
expire at the 2002 Annual Meeting of Shareholders. Messrs. Priest and Torino
currently serve as directors of the Fund. Mr. Torino has been a member of the
Board of Directors since the Fund commenced operations in December 1993. Mr.
Priest has been a member of the Board of Directors since February, 1997. If
elected, each of Messrs. Priest and Torino will serve until the 2002 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.
3
<PAGE>
The following table sets forth certain information regarding each nominee
for election to the Board of the Fund, each current director who is not standing
for reelection to the Board at the Meeting, and the officers and directors of
the Fund as a group. Each of the nominees, directors and officers of the Fund
has sole voting and investment power with respect to the Shares shown. Each
nominee, each director and the officers and directors of the Fund as a group own
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 22, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1999 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- -------------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (57) 700 Professor of Finance and Economics, Since 1996; cur- Director of nine
Columbia University Graduate School of Business, Colum- rent term ends at other CSAM-ad-
Graduate School of bia University (1971-present). the 2001 annual vised investment
Business meeting. companies; Direc-
New York, NY 10027 tor of The Adams
Express Company;
Director of Petro-
leum and Re-
sources Corpora-
tion.
James J. Cattano (55) ..... 400 President, Primary Resource Inc. (an Since 1993; cur- Director of six
78 Manor Road international trading chemical rent term ends at other CSAM-ad-
Ridgefield, CT 06877 processing company specializing in the 2001 annual vised investment
the sale of agricultural and indus- meeting. companies.
trial bulk commodities throughout
Latin American markets) (10/96-
present); President, Atlantic
Fertilizer & Chemical Company, (an
international trading company spe-
cializing in the sale of
agricultural commodities in Latin
American markets) (10/91-10/96).
Peter A. Gordon (56) ...... -- Retired (1/96-Present); General Since 1993; cur- Director of five
284 Coopers Neck Lane Partner of Ethos Capital Management rent term ends at other CSAM-ad-
P.O. Box 1327 (6/92-12/95); Managing Director at the 2000 annual vised investment
Southampton, NY 11968 Salomon Brothers Inc (1981-6/92). meeting. companies; Di-
rector of TCS
Fund, Inc.; Direc-
tor of the Mills
Corporation.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
FEBRUARY 22, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1999 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- -------------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
George W. Landau (79) ..... 1,000 Senior Advisor, Latin America Group, Since 1993; cur- Director of six
Two Grove Isle Drive The Coca-Cola Company rent term ends at other CSAM-ad-
Coconut Grove, FL 33133 (1988-present); President of the the 2000 annual vised investment
Americas Society and Council of the meeting. companies; Direc-
Americas (7/85-10/93); United States tor of Emigrant
Ambassador to Venezuela (1982-1985); Savings Bank; Di-
United States Ambassador to Chile rector of GAM
(1977-1982) and United States Funds, Inc.
Ambassador to Paraguay (1972-1977).
William W. Priest, Jr.* 1,000 Chairman--Management Committee, Since 1997; cur- Director of ten
(57) Chief Executive Officer and rent term ends at other CSAM-ad-
153 East 53rd Street Executive Director of CSAM the 1999 annual vised investment
New York, NY 10022 (12/90-present). meeting. companies.
Martin M. Torino (49) ..... -- 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 CSAM-ad-
Capital Federal 1003 S.A. (8/96-present); Executive the 1999 annual vised 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-present); Executive Vice
President of Louis-Dreyfus Sugar,
Inc. (84-91).
Richard W. Watt* (40) ..... 3,090 Managing Director of CSAM Since 1995; cur- Director of seven
153 East 53rd Street (7/96-present); Senior Vice Presi- rent term ends at other CSAM-ad-
New York, NY 10022 dent of CSAM (8/95-7/96); Head of the 2000 annual vised 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.................... 7,390
</TABLE>
During the fiscal year ended November 30, 1998, each director who is not a
director, officer, partner, co-partner or employee of CSAM, 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, 1998 to all such
unaffiliated directors was $44,500. During the fiscal year ended November 30,
1998, the Board convened eight times. Each director attended at least
seventy-five percent of the aggregate number of meetings of the Board and any
committee on which he served.
5
<PAGE>
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, 1998. The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund. The Board performs the
functions of a nominating committee. The Board will consider nominees
recommended by shareholders. Recommendations should be submitted to the Board in
care of the Secretary of the Fund. The Fund does not have a compensation
committee.
Section 16(a) of the Securities Exchange Act of 1934 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, 1998, all filing requirements applicable to such
persons were complied with.
As of the date of this Proxy Statement, CSAM held 7,169 Shares of the Fund
and Louise Watt and Sarah Watt, who are both relatives of Richard Watt, the
Investment Officer and a Director of the Fund, each held 430 Shares 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. Mr. Hrabchak was elected Investment Officer of the Fund on
November 4, 1997. Mr. Liebes was elected Senior Vice President of the Fund on
August 12, 1997. Mr. Pignataro has served in his position since the Fund
commenced operations in December 1993. Mr. Del Guercio was elected to the office
of Vice President of the Fund on August 12, 1997. Each officer of the Fund will
hold office until a successor has been elected by the Board. All officers of the
Fund are employees of and are compensated by CSAM. The Fund has no bonus, profit
sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND
FEBRUARY 22, PRINCIPAL EMPLOYMENT DURING THE PAST
NAME AGE 1999 POSITION WITH FUND FIVE YEARS
- ------------------------------ ---- ------------- ----------------------- ----------------------------------------
<S> <C> <C> <C> <C>
Robert Hrabchak .............. 34 0 Investment Officer Vice President of CSAM (6/97-present);
153 East 53rd Street Senior Portfolio Manager, Merrill Lynch
New York, NY 10022 Asset Management, Hong-Kong (1/95-5/97);
Associate, Salomon Brothers Inc
(4/93-1/95).
Hal Liebes ................... 35 300 Senior Vice President Senior Vice President and General
153 East 53rd Street Counsel of CSAM (3/97-present); Vice
New York, NY 10022 President and Legal Counsel for CSAM
(6/95-3/97); Chief Compliance Officer,
CS First Boston Investment Management
(94-95); Staff Attorney, Division of
Enforcement, U.S. Securities and
Exchange Commission (91-94); Associate,
Morgan, Lewis & Bockius (89-91).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND
FEBRUARY 22, PRINCIPAL EMPLOYMENT DURING THE PAST
NAME AGE 1999 POSITION WITH FUND FIVE YEARS
- ------------------------------ ---- ------------- ----------------------- ----------------------------------------
<S> <C> <C> <C> <C>
Michael A. Pignataro ......... 39 900 Chief Financial Officer Vice President of CSAM (12/95-present);
153 East 53rd Street and Secretary Assistant Vice President and Chief
New York, NY 10022 Administrative Officer for Investment
Companies of CSAM (9/89-12/95).
Rocco A. Del Guercio ......... 35 0 Vice President Assistant Vice President of CSAM
153 East 53rd Street (1/99-present); Administrative Officer
New York, NY 10022 for CSAM--advised investment companies
(6/96-12/98); Assistant Treasurer,
Bankers Trust Corp.--Fund Administration
(3/94-6/96); Mutual Fund Accounting
Supervisor, Dreyfus Corporation
(4/87-3/94).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended November 30, 1998. None of the Fund's
executive officers or its directors who are also officers or directors of CSAM
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 CSAM-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>
Enrique R. Arzac ............. $9,000 N/A N/A $97,000 10
James J. Cattano ............. $9,000 N/A N/A $62,000 7
Peter A. Gordon .............. $9,000 N/A N/A $54,000 6
George W. Landau ............. $9,000 N/A N/A $62,500 7
Martin M. Torino ............. $8,500 N/A N/A $50,000 6
</TABLE>
- ----------------
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 PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the present fiscal year ending
November 30, 1999. At a meeting held on February 9, 1999, the Board, including
those directors who are not "interested persons" of the Fund, approved the
selection of PricewaterhouseCoopers LLP for the fiscal year ending November 30,
1999. PricewaterhouseCoopers LLP 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
7
<PAGE>
representative of PricewaterhouseCoopers LLP will be available at the Meeting
and will have the opportunity to make a statement if the representative so
desires and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL 3: RECOMMENDATION TO THE BOARD OF DIRECTORS TO TAKE THE
NECESSARY STEPS TO AFFORD THE SHAREHOLDERS AN OPPORTUNITY TO REALIZE
NET ASSET VALUE
The Fund has received the following proposal and supporting statement from
Opportunity Partners L.P. ("Opportunity Partners"), which has advised the Fund
that it has owned Shares of the Fund with a market value greater than $2,000 for
at least a year. The Fund will provide the address of Opportunity Partners to
any person who so requests such information, promptly upon receipt of any oral
or written request therefor, to CSAM at One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The Board and the Fund accept no
responsibility for the accuracy of either the proposal or Opportunity Partners'
supporting statement. For the reasons set forth in detail in the Opposing
Statement of the Board of Directors which follows Opportunity Partners'
Supporting Statement, the Board of Directors recommends a vote AGAINST this
shareholder proposal. The text of the shareholder proposal and supporting
statement is as follows:
"RESOLVED: We, the lowly stockholders of The Emerging Markets Infrastructure
Fund (the "Fund") humbly beg our wise and noble directors to be merciful by
affording us an opportunity to realize net asset value ("NAV") for our
investment in the Fund as soon as practicable.
SUPPORTING STATEMENT
"My name is Phillip Goldstein and I have been a shareholder of the Fund
since June 1996. Its shares have long traded at a large discount to NAV. As of
October 9, 1998, the discount was 26.7%, representing a loss to shareholders
totaling approximately $35 million.
"One reason for the persistent discount may be the Fund's poor long-term
performance. The Fund has failed to meet its objective, which is to generate
long-term capital appreciation. Since its inception in December 1993,
shareholders have seen the market price of their shares FALL from $15 per share
to less than $6 per share in October 1998.
"The Fund's prospectus provides that if the shares trade `for a substantial
period of time at a substantial discount. . . the Board of Directors . . . will
consider . . . taking various actions designed to reduce or eliminate the
discount.' Based on that criteria, action by the Board is long over due. WHAT
ARE THEY WAITING FOR?
"The shareholders have been very patient with the Board's reluctance to take
action. Unfortunately, that patience has caused them to lose a lot of money. It
is time for the Board to do something meaningful to mitigate their pain.
Narrowing the Fund's discount will give stockholders a real benefit that
outweighs whatever theoretical advantages the Board imagines is provided by
maintaining the status quo. We think the Board needs to TAKE action, not merely
CONSIDER it. Some possible alternatives are open ending, liquidation, or a
tender offer.
8
<PAGE>
"Management of the Fund seems to be woefully out of touch with the sentiment
of the stockholders. Approval of this proposal, while only a recommendation,
will send management a clear message that shareholders want action taken NOW to
reduce or eliminate the discount from NAV. Hopefully, that will lead the Board
to do just that. YOU CAN EXPRESS YOUR SUPPORT FOR NARROWING OR ELIMINATING THE
DISCOUNT BY VOTING FOR THIS PROPOSAL."
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED
ABOVE AND STRONGLY URGES ALL SHAREHOLDERS TO VOTE AGAINST THE
PROPOSAL FOR THE REASONS NOTED BELOW
At a meeting held on February 9, 1999, the Board unanimously resolved to
recommend that you vote AGAINST this Proposal. Shortly before Proposal 3 was
presented to the Fund, the Board took action to enhance shareholder value by
implementing the share repurchase program described below (the "Share Repurchase
Program" or the "Program") and has since adopted significant enhancements to
such Program. The Board and the Non-interested Directors also have considered
the other actions suggested by Opportunity Partners (namely liquidating or
open-ending the Fund or conducting a tender offer) and have reached the
conclusion that they are not appropriate at this time.
On February 12, 1999, the Fund announced that its Board of Directors has
authorized significant enhancements to the Share Repurchase Program which the
Fund first implemented in October, 1998. The Fund now intends to repurchase in
open market transactions at prevailing market prices no less than 10% (on a
rolling twelve month basis) of the Fund's outstanding common stock. In addition,
the 15% "cap" imposed on repurchases in the program that was authorized by the
Board of Directors last October has been changed to an annual (rolling twelve
month) cap. Finally, the Fund is committed to actively seeking to repurchase its
outstanding common stock (subject to the 15% annual cap and subject to
applicable legal requirements) whenever the discount to net asset value is 15%
or greater.
The Share Repurchase Program was initially implemented in light of the
significant discount at which the Fund's Shares have been trading, and it is
intended both to provide additional liquidity to those shareholders who elect to
sell their Shares and to enhance the net asset value of the shares held by those
shareholders who maintain their investment. The Board believes that the recent
enhancements should provide significant additional benefits to shareholders
without exposing shareholders to some of the disadvantages of other alternative
strategies. The Board continues to believe that at 15% or greater discount
levels and in light of the recent market volatility, the Share Repurchase
Program presents an attractive investment opportunity and may reduce discount
levels. The Board believes the enhanced program is an innovative means of
addressing market discounts for the long term, because of its two unique
features--the 10% annual minimum and the fixing of a specific discount level
that will trigger active repurchase efforts.
The Board has directed management to report repurchase activity to it
periodically. As of March 23, 1999, the Fund had purchased 897,700 shares at an
average purchase price of approximately $7.56 per Share which has had an
accretive impact on net asset value of 11 cents per Share. While the Board
continues to believe that the enhanced program is an appropriate response to the
discounts at which the Fund's Shares have been trading, there can be no
assurance that the repurchases will reduce the level of discounts at which the
Fund's Shares currently trade, and the repurchase program is subject to future
modification by the Board. There can, of course, be no assurance that the Fund
will be able to repurchase the annual minimum if, for example, the discount
declines substantially or sufficient Shares are unavailable for purchase.
9
<PAGE>
Contrary to Opportunity Partners' assertions, the Board and the
Non-interested Directors closely monitor the Fund's market discount on an
on-going basis, including all the quarterly Board meetings, and held meetings on
September 28, 1998 and October 15, 1998 for the specific purpose of addressing
potential remedial actions. The Board and the Non-interested Directors have
discussed at length, both internally and with industry analysts and others,
possible approaches to the market discount issue, including tender offers, the
conversion to open-end status or a liquidation of the Fund. The Board adopted
the Share Repurchase Program and subsequent enhancements after review of
information available to it and consideration of, among other things, (i)
current levels of market discounts, (ii) the cash position of the Fund, (iii)
alternative investment opportunities, and (iv) the positive impact the
repurchases would have upon the Fund's net asset value.
The Board and the Non-interested Directors also considered the other actions
suggested by Opportunity Partners and reached the conclusion that they were not
appropriate at this time. Based on the analysis which they perform on an
on-going basis, the Board and the Non-interested Directors continue to believe
for the reasons stated below that the benefits to shareholders of the closed-end
status of the Fund currently continue to outweigh the advantages which an
open-ended structure would entail.
Market discounts occur when the market value of a publicly traded closed-end
fund share is less than its underlying net asset value. Shares of the Fund, like
shares of many other closed-end funds, have been trading at significant market
discounts for quite some time. The market discount in the closed-end, emerging
markets fund sector is influenced to a large extent by general economic
conditions affecting the underlying investments and reflects the general
volatility of emerging markets. The Share Repurchase Program constitutes an
attempt to reduce the discount in a manner consistent with the Fund's closed-end
structure and current investment program.
Converting the Fund into an "open-end fund," commonly known as a mutual
fund, would permit shareholders to redeem Shares at net asset value upon
request. Although open-ending the Fund would undoubtedly eliminate the discount,
the Board and the Non-interested Directors believe that the shareholders derive
significant benefits from the Fund's closed-end structure. This structure allows
CSAM to concentrate on managing a stable pool of assets, without the need to
keep assets in low-yielding cash or to liquidate assets, sometimes at
inopportune times, to meet redemption requests. The closed-end structure also
allows CSAM to buy more illiquid holdings, such as private equities, which can
benefit Fund performance.
Open-ending the Fund would require the Board to consider whether and how to
spend the Fund's money to market the Fund's Shares, which would affect the
Fund's performance. If the Board decides not to spend the Fund's money on
marketing the Shares, redemptions could shrink the Fund's asset base to the
point where its expense ratio increases, simply because fixed expenses are
spread across a smaller asset base. For now, the Board and the Non-interested
Directors continue to be guided by the principles upon which the Fund was
established, and which caused investors to buy the Fund in the first place.
Open-ending the Fund would fundamentally change its character in ways that the
Board and the Non-interested Directors do not believe are in the best interests
of the shareholders at this time.
In addition to the Share Repurchase Program, CSAM has made a greater effort
to increase the Fund's visibility in the investment community. In this regard,
the Fund's portfolio managers have been meeting with analysts and institutional
investors to ensure that the investment community has access to important
information about the Fund and its investments. Daily net asset values are
available by calling the Fund at 1-800-293-1232 or by visiting the Fund's
Website (www.cefsource.com). The Website has been expanded to include reasonably
current selected portfolio information on-line. The Fund believes these steps
are likely to increase potential investor demand generally for its Shares.
10
<PAGE>
As summarized above, the Board and the Non-interested Directors are working
in cooperation with CSAM towards enhancing shareholder value and will continue
to study steps toward reducing the discount. The Board and the Non-interested
Directors have implemented steps to remedy the discount and believe that
sufficient time should be allowed to assess their impact. Furthermore, they do
not believe that the other measures suggested by Opportunity Partners, such as
open-ending or liquidating the Fund, are in the interest of the shareholders at
this time and therefore urge shareholders to vote AGAINST the shareholder
proposal.
THE BOARD, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE
SHAREHOLDERS VOTE "AGAINST" THIS PROPOSAL.
PROPOSAL 4: TERMINATION OF THE ADVISORY AGREEMENT WITH CSAM
The Fund has received the following proposal and supporting statement from
Calapasas Investment Partners ("Calapasas"), which has advised the Fund that it
has owned Shares of the Fund with a market value greater than $2,000 for at
least a year. The Fund will provide the address of Calapasas Investment Partners
to any person who so requests such information, promptly upon receipt of any
oral or written request therefor, to CSAM at One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The Board and the Fund accept no
responsibility for the accuracy of either the proposal or Calapasas' supporting
statement. For the reasons set forth in detail in the Opposing Statement of the
Board of Directors, which follows Calapasas' Supporting Statement, the Board of
Directors recommends a vote AGAINST this shareholder proposal. Because of their
affiliation with CSAM, Mr. Priest (who is standing for re-election to the Board
at the Meeting) and Mr. Watt are "interested persons" of the Fund and may be
deemed to have an interest in the continuation of the advisory agreement between
the Fund and CSAM. The text of the shareholder proposal and supporting statement
is as follows:
"RESOLVED: The investment advisory contract between the Fund and BEA
Associates* shall be terminated.
SUPPORTING STATEMENT
"BEA Associates has managed the Fund since it was launched on December 20,
1993 at a price of $15 per share. Its objective was to produce long term capital
appreciation. BEA has failed to deliver. On September 30, 1998, the Fund's price
per share was $6.1875 and its discount was 28.88%.** In his recent commentary to
stockholders, BEA's Chief Investment Officer sounded confused and frustrated:
`There appears to be little, if any, rationality to stock price movements...'
Stockholders are frustrated too. BEA has had almost five years to show results.
That is long enough. It is time to give another advisor a chance to manage the
Fund. After all, how much worse off could we be with another investment
advisor?"
- --------------
* Editor's Note: Effective January 4, 1999, BEA Associates changed its name to
Credit Suisse Asset Management. All references to BEA Associates or BEA in
the Supporting Statement of Calapasas should be read as references to Credit
Suisse Asset Management.
** Editor's Note: As of March 23, 1999, two days prior to the printing of this
Proxy Statement, the closing price per share was $7.875, representing a
discount to net asset value of $17.97%.
11
<PAGE>
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED ABOVE AND
STRONGLY URGES ALL SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS
NOTED BELOW.
At meetings held on November 10, 1998 and February 9, 1999, the Board,
including the Non-interested Directors, unanimously resolved to recommend that
you vote AGAINST this Proposal. The Board made this determination after the full
Board, and the Non-interested Directors voting separately, unanimously approved
the continuation of the Investment Advisory Agreement with CSAM at its November
10th meeting. Upon review of relevant information made available to them by CSAM
as required under the Investment Company Act of 1940, as amended (the "1940
Act"), the Board decided that such continuation was in the best interest of the
Fund. The Board and the Non-interested Directors do not believe that there has
been any subsequent change in the facts upon which their decision was premised
which would now warrant terminating CSAM.
As required by Section 15 of the 1940 Act, advisory contracts must be
approved annually by the Board (including a majority of the Non-interested
Directors) or a majority of the outstanding voting securities of an investment
company. Section 15(c) of the 1940 Act charges the directors with the duty to
review such information as may reasonably be necessary to evaluate the terms of
the advisory contract. In anticipation of its November 10th meeting and in
accordance with its well-established practice, CSAM provided the directors with
extensive information so as to enable the directors to satisfy their duty to
conduct a meaningful evaluation of the Investment Advisory Agreement before
deciding whether to approve its continuation. This information included, among
other things, (i) a description of the business, operations and investment
philosophy relating to CSAM, as well as certain financial information of CSAM,
(ii) an analysis of the profitability to CSAM of the Investment Advisory
Agreement, (iii) a comparison of the performance of the Fund with that of other
funds managed by CSAM, other registered and unregistered investment companies
within the Fund's peer group and relevant stock indices, (iv) financial
information relating to the Fund, including total return and market price data
for the Fund's Shares, (v) data regarding fees paid by other clients of CSAM,
and (vi) a comparison of the expense ratio and advisory fee level of the Fund
with those of its peer group.
After finding, among other things, that (i) CSAM's compensation is at a
level comparable to similarly-situated funds, (ii) the Fund's performance is
within the range of performance that may reasonably be expected of a fund with
an investment strategy such as that of the Fund, and (iii) CSAM and the
personnel assigned to the Fund have the requisite experience and skill to manage
the Fund in accordance with its investment objectives and policies, the
directors, including the Non-interested Directors, concluded that the
continuation of the Investment Advisory Agreement was in the best interest of
the Shareholders of the Fund. The directors reached this determination in the
exercise of their business judgment as part of their lawful authority over the
Fund's business affairs under Maryland law.
Calapasas asserts that CSAM has failed to deliver the long term capital
appreciation it promised at the Fund's inception and the Investment Advisory
Agreement should therefore be terminated. In support of that allegation,
Calapasas compares the initial offering share price to the share price at the
close of business on September 30, 1998, a particularly difficult time for
emerging market securities following the financial crisis which occurred in late
August, 1998. The decline in the share price and net asset value of the Fund
reflect the price fluctuations of the emerging markets as a whole, which have
also affected the performance of
12
<PAGE>
diversified emerging market funds comparable to the Fund managed by other
investment advisors. However, the Board and the Non-interested Directors believe
that long term prospects in the emerging markets provide a strong rationale for
maintaining the Fund and retaining the services of CSAM.
Accordingly, the Board and the Non-interested Directors unanimously believe
that termination of the Investment Advisory Agreement is not in the interest of
the Fund at this time and therefore urge shareholders to vote AGAINST this
shareholder proposal.
THE BOARD, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE
SHAREHOLDERS VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL.
PROPOSAL 5: REIMBURSEMENT OF SOLICITATION EXPENSES
The Fund has received the following proposal and supporting statement from
Mr. Albert Goldstein, who has advised the Fund that he has owned Shares of the
Fund with a market value greater than $2,000 for at least a year. The Fund will
provide the address of Mr. Goldstein to any person who so requests such
information, promptly upon receipt of any oral or written request therefor, to
CSAM at One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New
York 10022. The Board and the Fund accept no responsibility for the accuracy of
either the proposal or Mr. Goldstein's supporting statement. For the reasons set
forth in detail in the Opposing Statement of the Board of Directors, which
follows Mr. Goldstein's Supporting Statement, the Board of Directors recommends
a vote AGAINST this shareholder proposal. The text of the shareholder proposal
and supporting statement is as follows:
"RESOLVED: To the extent allowed by law, it is recommended that the
reasonable proxy solicitation expenses of each serious nominee for director of
The Emerging Markets Infrastructure Fund (the "Fund") shall be borne by the
Fund. (A "serious nominee" is defined as one beneficially owning, in total, at
least 25,000 shares of the Fund's stock.)
SUPPORTING STATEMENT
"In a case decided in Delaware, APRAHAMIAN V. HBO & CO., the court observed:
`The corporate election process, if it is to have any validity, must be
conducted with scrupulous fairness and without any advantage being conferred or
denied to any candidate or slate of candidates.' This proposal is designed to
insure that the Fund's election process conforms to this standard of fairness.
"I do not believe that the incumbent directors have faithfully fulfilled
their duty to act in the best interest of the Fund's stockholders. Specifically,
they have failed to take any meaningful action to address what I believe is
widespread stockholder discontent about the Fund's persistent discount.
Furthermore, they have failed to even try to discern the extent of this
discontent.
"BEA Associates* is the investment advisor for the Fund. Each of the
incumbent directors serves on the boards of at least five other funds for which
BEA is also the investment advisor. This close and financially rewarding
relationship with BEA leads me to question whether the incumbent directors can
fairly represent the stockholders of the Fund when their interests conflict with
those of BEA?
- --------------
* Editor's Note: Effective January 4, 1999, BEA Associates changed its name to
Credit Suisse Asset Management. All references to BEA Associates or BEA in
this Supporting Statement should be read as references to Credit Suisse
Asset Management.
13
<PAGE>
"We believe many stockholders would like to vote for nominees with no ties
to any other BEA funds. Until now, they have not had an opportunity to do so
because only management's nominees have had access to shareholder funds to
campaign for election to the board. In contrast, potential challengers would
have had to pay for their own campaign expenses without any assurance of being
reimbursed. Naturally, this has discouraged anyone from campaigning against the
incumbents. This proposal is designed to correct this inequity and level the
playing field. If shareholders approve this proposal, the Fund can either
include all serious nominees on its proxy card or pay for a separate proxy
solicitation on their behalf.
"Management will undoubtedly oppose this proposal. The last thing it wants
is a level playing field. After all, why make it easier for someone to compete
for your position? It probably will not admit this so YOU should examine
management's arguments critically to determine whether or not they are credible.
Is management's opposition to this proposal in your interest or in its own? In
the final analysis, stockholders have to decide if they want a fair election
process. Do they want to encourage competition for board seats or just stick
with the current "one-party" system.
"I think there is no rationale that justifies a one-party system for the
Fund and I encourage you to dismantle it now by voting FOR this proposal."
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED ABOVE AND
STRONGLY URGES ALL SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS
NOTED BELOW
The Board of Directors of the Fund recommends a vote against the proposal of
Mr. Albert Goldstein. The Fund is not required by law to reimburse expenses
incurred in connection with proxy solicitations to elect new Board members to
ensure fairness in the election process and the Board does not believe that
doing so is in the interest of shareholders. The Board is committed to ensuring
the fairness of the election process, but the Board, including the
Non-interested Directors, firmly believe that fairness does not require that the
Fund (and therefore its shareholders) pay the solicitation expenses of persons
seeking to hold Board positions.
It is well settled that a corporation is not required to reimburse proxy
solicitation expenses incurred by its shareholders. The circumstances under
which a corporation may repay such costs are actually quite limited. Under
applicable law, proxy solicitation expenses may be reimbursed (i) if they are
reasonably incurred in both nature and amount, (ii) in a contest over "policy,"
(iii) by either an incumbent or successful stockholder nominee for the Board of
Directors, and (iv) when, with respect to the expenses of stockholder nominees,
they have been approved by the corporation. See STEINBERG V. ADAMS, 90 F. Supp.
604, 607-08 (S.D.N.Y. 1950) (applying Delaware law); ROSENFELD V. FAIRCHILD
ENGINE AND AIRPLANE CORPORATION, 309 N.Y. 168, 128 N.E. 2d 291 (1955). The Fund
could consider reimbursing proxy solicitation expenses incurred by third parties
in connection with the 1999 annual shareholders' meeting of the Fund if such
expenses met the standards set forth in items (i), (ii) and (iii) above, and it
was determined that reimbursing them is in the best interest of the
shareholders.
At a meeting held on February 9, 1999, the Board, including the
Non-interested Directors, recommended a vote against the proposal of Mr. Albert
Goldstein. The Proposal recommends that the Fund reimburse the solicitation
expenses of "serious nominees" "to the extent allowed by law." The Directors,
including the Non-interested Directors, believe that any decision to consider
reimbursement of or to actually
14
<PAGE>
reimburse solicitation expenses should be left to the discretion of the Board.
As the body empowered by law to manage the business of the Fund, the Board is
best positioned to make the case-by-case analysis required under applicable law
prior to approving any reimbursement.
In assessing this proposal, the shareholders should be aware that if it is
adopted it may confer a direct economic benefit upon another shareholder of the
Fund, Mr. Phillip Goldstein, the son of Mr. Albert Goldstein, who is seeking the
election of himself and another nominee to the Fund's Board of Directors. The
Board does not believe that it is incumbent upon shareholders to underwrite Mr.
Phillip Goldstein's efforts by having the Fund pay for his solicitation
expenses. In any event, the Board believes that if the Fund accepted the
recommendation to reimburse every "serious nominee" (as defined by Mr. Albert
Goldstein) for his or her solicitation expenses, the Fund's expenses could rise
dramatically, with no corresponding benefit.
ACCORDINGLY, THE BOARD, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT
THE SHAREHOLDERS VOTE "AGAINST" THIS PROPOSAL.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING;
SHAREHOLDER PROPOSALS
Phillip Goldstein has informed the Fund of his plans to introduce a proposal
at the Meeting to elect himself and Gerald Hellerman as directors of the Fund
(instead of Messrs. Priest and Torino whose proposed re-election is the subject
of Proposal 1 discussed herein), and has indicated his intention to solicit
proxies in favor of Proposals 3, 4 and 5 discussed herein. The Board opposes Mr.
Goldstein's solicitation and solicits a vote FOR Proposal 1 and AGAINST
Proposals 3, 4 and 5.
In the absence of voting instructions in a Proxy, the proxy holders intend
to vote such Proxy against the shareholder proposals discussed herein, including
Proposals 3, 4 and 5. 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 2000 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 26, 1999. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
Pursuant to the Bylaws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The Emerging Markets Infrastructure Fund, Inc. c/o Credit
Suisse Asset Management, One Citicorp Center, 153 East 53rd Street, 57th Floor,
New York, NY 10022 not later than 60 days prior to the date of the meeting;
provided, however, that if less than 70 days' notice or prior
15
<PAGE>
public disclosure of the date of the meeting is given or made to shareholders,
any such notice by a shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which notice of the
date of the annual meeting was given or such public disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of Shares of the capital stock of the Fund which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH TO HAVE YOUR SHARES
VOTED PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING YOUR
PROXY CARD(S) IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
IMPORTANT
1. Be sure to vote only the WHITE
proxy card. We urge you not to
sign any GREEN proxy card which is
sent to you by Phillip Goldstein.
Remember, each properly executed
proxy you submit revokes all prior
proxies.
2. If any of your Shares are held in
the name of a bank, broker or
other nominee, please contact the
party responsible for your account
and direct them to vote on the
WHITE card "FOR" proposals 1 and
2, and "AGAINST" proposals 3, 4
and 5.
3. If you have any questions or need
assistance in voting your Shares,
please contact the firm assisting
us in the solicitation of proxies:
GEORGESON & COMPANY INC.
Call Toll-Free (800) 223-2064
16
<PAGE>
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED OF SHARES
- ------------------------------------------------------------------------------------ ----------------- ------------
<S> <C> <C>
*City of London Investment Group PLC ............................................... 1,465,700 9.1%
10 Eastcheap
London EC3MIAJ
England
*FMR Corp .......................................................................... 1,610,600 10.0%
82 Devonshire Street
Boston, MA 02109
*President and Fellows of Harvard College .......................................... 2,159,500 13.4%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
*Lazard Freres & Co., LLC .......................................................... 1,824,100 11.3%
30 Rockefeller Plaza
New York, NY 10020
</TABLE>
- --------------
* As stated in Schedules 13G on file with the Securities and Exchange
Commission.
REPORTS TO SHAREHOLDERS
The Fund sends unaudited semi-annual and audited annual reports to its
shareholders, including a list of investments held. THE FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, UPON
REQUEST TO THE FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, TELEPHONE (1-800-293-1232) OR AT THE FUND'S WEBSITE AT
WWW.CEFSOURCE.COM. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF
RECEIPT.
17
<PAGE>
THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
-----------------------------------------------
3918-PS-99
<PAGE>
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints Michael A. Pignataro and Rocco A.
Del Guercio 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 April 27, 1999, and at any
Y adjournment 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 and "AGAINST" Proposals 3, 4 and 5.
The Board of Directors recommends a vote "FOR" the nominees in Proposal 1
and "FOR" Proposal 2 and "AGAINST" Proposals 3, 4 and 5.
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF THE FOLLOWING NOMINEES AS 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
DIRECTORS. PRICEWATERHOUSECOOPERS LLP AS ------- ------- -------
William W. Priest, Jr. (three-year term) INDEPENDENT PUBLIC ACCOUNTANTS / / / / / /
Martin M. Torino (three-year term) OF THE FUND FOR THE FISCAL / / / / / /
YEAR ENDING NOVEMBER 30, 1999. ------- ------- -------
3. TO APPROVE OR DISAPPROVE A FOR AGAINST ABSTAIN
FOR WITHHELD SHAREHOLDER PROPOSAL RECOMMENDING ------- ------- -------
------- ------- THAT THE BOARD OF DIRECTORS OF / / / / / /
/ / / / THE FUND TAKE THE NECESSARY STEPS / / / / / /
/ / / / TO AFFORD THE STOCKHOLDERS OF THE ------- ------- -------
------- ------- FUND AN OPPORTUNITY TO REALIZE
NET ASSET VALUE.
------
/ /
/ /
------------------------------------------- 4. TO APPROVE OR DISAPPROVE A FOR AGAINST ABSTAIN
For all nominees except as noted above SHAREHOLDER PROPOSAL PROVIDING ------- ------- -------
THAT THE ADVISORY CONTRACT / / / / / /
BETWEEN THE FUND AND CREDIT / / / / / /
SUISSE ASSET MANAGEMENT ------- ------- -------
(FORMERLY NAMED BEA ASSOCIATES)
BE TERMINATED.
5. TO APPROVE OR DISAPPROVE A FOR AGAINST ABSTAIN
SHAREHOLDER PROPOSAL RECOMMENDING ------- ------- -------
THAT TO THE EXTENT ALLOWED BY / / / / / /
LAW, THE REASONABLE PROXY / / / / / /
SOLICITATION EXPENSES OF EACH ------- ------- -------
NOMINEE FOR ELECTION TO THE
BOARD OF DIRECTORS NOMINATED
BY ONE OR MORE STOCKHOLDERS
BENEFICIALLY OWNING IN TOTAL,
AT LEAST 25,000 SHARES OF THE
FUND'S STOCK BE BORNE BY THE
FUND.
</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:______
