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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ATTENTION
The Emerging Markets Infrastructure Fund, Inc.
One Citicorp Center
153 East 53rd Street, 57th Floor
New York, New York 10022
Dear Fellow Shareholder:
Please be advised that the annual meeting of The Emerging Markets
Infrastructure Fund, Inc., originally scheduled for April 27, 1999, has been
rescheduled for 10:00 a.m. on May 14, 1999 at the offices of Willkie Farr &
Gallagher, 38th Floor, 787 Seventh Avenue, New York, New York 10019.
By letter dated April 16, 1999, we informed you that "Institutional
Shareholder Services (ISS) has recommended that proxies be voted FOR the
election of the Fund's nominees, FOR the Fund's auditors and AGAINST the
shareholder proposals described in your proxy statement."
Subsequent to that letter, ISS changed several of its recommendations so as
to be in favor of Phillip Goldstein's two nominees for election as Directors and
shareholder proposal No. 3 (recommending that the Fund's Directors take the
necessary steps to afford the shareholders of the Fund an opportunity to realize
net asset value) and No. 4 (terminating the investment advisory agreement
between the Fund and Credit Suisse Asset Management). The adjournment of the
meeting will give shareholders the opportunity to consider ISS's changed
position in deciding how to vote.
Despite ISS's changed position, your Board renews its request that you vote
FOR the Fund's nominees, AGAINST Phillip Goldstein's nominees and AGAINST the
shareholder proposals which are sponsored by Mr. Goldstein, his father and
Calapasas Investment Partners.
IF YOU HAVE ALREADY SENT IN A WHITE PROXY CARD AND DO NOT WANT TO MAKE ANY
CHANGES, YOU DO NOT NEED TO DO ANYTHING NOW. VALID PROXIES RECEIVED FOR THE
APRIL 27 MEETING WILL BE COUNTED AT THE MAY 14 RESCHEDULED MEETING. IF YOU HAVE
NOT VOTED, OR IF YOU HAVE VOTED AND WISH TO MAKE CHANGES NOW, YOU MAY DO SO BY
SIGNING THE ENCLOSED WHITE PROXY CARD AND MAILING IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. WE URGE YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD
YOU MAY RECEIVE FROM PHILLIP GOLDSTEIN, EVEN AS A PROTEST VOTE AGAINST MR.
GOLDSTEIN. IF YOU HAVE ALREADY RETURNED A GREEN CARD, YOU MAY
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REVOKE THAT PROXY JUST BY SIGNING AND RETURNING THE ENCLOSED WHITE CARD. 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. AT
(800) 223-2064.
The independent directors of the Fund thank you for your time and
consideration.
Sincerely,
<TABLE>
<S> <C>
/s/ Dr. Enrique Arzac /s/ James J. Cattano
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/s/ George W. Landau /s/ Martin Torino
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</TABLE>
April 28, 1999
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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.
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE /
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<PAGE>
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/ / Please mark
/ X / votes as in
/ / this example.
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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:______
