<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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
</TABLE>
_________________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):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<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 23, 2000
-----------------
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 Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between
45th & 46th Street), 12th Floor, New York, New York, 10017, on Thursday,
March 23, 2000, commencing at 2:00 p.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; and
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending
November 30, 2000.
The close of business on February 22, 2000 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 6, 2000.
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.
Dated: March 6, 2000
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 23, 2000
-----------------
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 Credit Suisse Asset Management, LLC,
466 Lexington Avenue (between 45th & 46th Street), 12th Floor, New York, New
York 10017, on Thursday, March 23, 2000 (commencing at 2:00 p.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, LLC, the investment
adviser to the Fund ("CSAM"), Bear Stearns Funds Management Inc., the
administrator of the Fund (the "Administrator"), or Georgeson Shareholder
Communications, Inc. ("Georgeson"), a proxy solicitation firm that has been
retained by the Fund which will receive a fee of approximately $7,000 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.
This Proxy Statement is expected to be mailed to shareholders on or about
March 6, 2000.
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, 1999 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 and
FOR the ratification of PricewaterhouseCoopers LLP as independent public
accountants for the fiscal year ending November 30, 2000. Any shareholder giving
a Proxy has the right to attend the Meeting to vote his or her 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. Proposal 2 requires for
approval the vote of a majority of the votes cast at the 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 Proposals 1 and 2.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 22, 2000, there were
11,759,654 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 2:00 p.m. on
March 23, 2000.
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.
George W. Landau and Richard W. Watt, directors whose current terms expire
on the date of the Meeting, have been nominated for a three-year term to expire
at the 2003 Annual Meeting of Shareholders. Messrs. Landau and Watt currently
serve as directors of the Fund. Mr. Landau has been a member 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 1995. If elected, each of
Messrs. Landau and Watt will serve until the 2003 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.
2
<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. Mr. Gordon resigned
as a director of the Fund effective December 20, 1999 and, accordingly, the size
of the Board has been reduced to six directors.
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF COMPANIES AND
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT MEMBERSHIP ON PUBLICLY HELD
NAME (AGE) 2000 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
- ---------------------------- ------------ -------------------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (58) 1,000 Professor of Finance and Since 1996; cur- Director of nine
Columbia University Economics, Graduate School of rent term ends at other CSAM-ad-
Graduate School of Business, Columbia University the 2001 annual vised investment
Business (1971-present). meeting. companies;
New York, NY 10027 Director of The
Adams Express
Company;
Director of
Petroleum and
Resources
Corporation.
James J. Cattano (56) ...... 400 President, Primary Resource Inc. Since 1993; cur- Director of five
55 Old Field Point Road (an international trading rent term ends at other CSAM-ad-
Greenwich, CT 06830 chemical processing company the 2001 annual vised investment
specializing in the sale of meeting. companies.
agricultural and industrial bulk
commodities throughout Latin
American markets) (10/96-
present); President, Atlantic
Fertilizer & Chemical Company,
(an international trading
company specializing in the sale
of agricultural commodities in
Latin American markets)
(10/91-10/96).
George W. Landau (80) ...... 1,000 Senior Advisor, Latin America Since 1993; cur- Director of six
Two Grove Isle Drive Group, 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 meeting. companies;
the Americas (7/85-10/93); Director of
United States Ambassador to Emigrant Savings
Venezuela (1982-1985); United Bank; Director
States Ambassador to Chile of GAM Funds,
(1977-1982) and United States Inc.
Ambassador to Paraguay
(1972-1977).
William W. Priest, Jr.* (58) 1,000 Chairman--Management Commit- Since 1997; cur- Director of 61
153 East 53rd Street tee, Chief Executive Officer and rent term ends at other CSAM-ad-
New York, NY 10022 Executive Director of CSAM the 2002 annual vised investment
(12/90-present). meeting. companies.
</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 COMPANIES AND
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT MEMBERSHIP ON PUBLICLY HELD
NAME (AGE) 2000 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
- ---------------------------- ------------ -------------------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Martin M. Torino (50) ...... 0 Chairman of the Board of Ingenio Since 1993; cur- Director of five
Reconquista 365, 9th Fl. y Refineria San Martin Del rent term ends at other CSAM-ad-
Capital Federal 1003 Tabacal S.A. (8/96-present); the 2002 annual vised investment
Buenos Aires, Argentina Executive Director of TAU S.A. meeting. companies.
(a commodities 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* (41) ...... 3,090 Managing Director of CSAM Since 1995; cur- Director of six
153 East 53rd Street (7/96-present); Senior Vice rent term ends at other CSAM-ad-
New York, NY 10022 President of CSAM (8/95-7/96); the 2000 annual vised investment
Head of Emerging Markets meeting. companies.
Investments and Research at
Gartmore Investment Limited
(11/92-6/95); Director of
Kleinwort Benson International
Investment (5/87-10/92).
All directors and officers
(12 persons, including
the foregoing) as a
group..................... 7,690
</TABLE>
During the fiscal year ended November 30, 1999, 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 or accrued by the Fund during the fiscal year ended November 30, 1999 to
all such unaffiliated directors was $305,500. During such fiscal year, the Board
convened fourteen times. Each director attended at least seventy-five percent of
the aggregate number of meetings of the Board and any committee on which he
served.
Messrs. Arzac, Cattano, Landau and Torino currently 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, 1999. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. Messrs. Arzac,
Cattano, Landau and Torino also constitute the Fund's Nominating Committee,
which is composed of directors who are not interested persons of the Fund. The
Nominating Committee did not meet during the fiscal year ended November 30,
1999. The Nominating Committee selects and nominates new non-interested
directors. The Nominating Committee will consider nominees recommended by
shareholders should a vacancy arise. Recommendations should be submitted to the
Nominating Committee 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
4
<PAGE>
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, 1999, all filing requirements
applicable to such persons were complied with.
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. Aranowicz was elected Investment Officer of the Fund
on November 9, 1999. 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. Mr. Rizza was elected
Treasurer of the Fund on July 27, 1999. 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 29, PRINCIPAL EMPLOYMENT DURING THE PAST FIVE
NAME AGE 2000 POSITION WITH FUND YEARS
- ---------------------------- -------- ------------ ------------------ -----------------------------------------
<S> <C> <C> <C> <C>
Yarek Aranowicz ............ 36 0 Investment Officer Vice President of CSAM (3/98-present);
153 East 53rd Street Director of Research for Europe and the
New York, NY 10022 Middle East, Trans-National Research
Corporation (12/95-2/98); Analyst, John
Hancock Financial Services (5/92-6/95).
Robert Hrabchak ............ 36 0 Investment Officer Director of CSAM (1/99-present); Vice
153 East 53rd Street President of CSAM (6/97-1/99); Senior
New York, NY 10022 Portfolio Manager, Merrill Lynch Asset
Management, Hong-Kong (1/95-5/97);
Associate, Salomon Brothers Inc
(4/93-1/95).
Hal Liebes ................. 35 300 Senior Vice Managing Director and General Counsel of
153 East 53rd Street President CSAM (12/99-present); Director and
New York, NY 10022 General Counsel of CSAM (3/97-12/99);
Vice President and Counsel, Lehman
Brothers, Inc. (6/96-3/97); Vice
President and Legal Counsel, CSAM
(95-96); Chief Compliance Officer, CS
First Boston Investment Management
(94-95).
Michael A. Pignataro ....... 40 900 Chief Financial Vice President of CSAM (12/95-present);
153 East 53rd Street Officer and Assistant Vice President and Chief
New York, NY 10022 Secretary Administrative Officer for Investment
Companies of CSAM (9/89-12/95).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND
FEBRUARY 29, PRINCIPAL EMPLOYMENT DURING THE PAST FIVE
NAME AGE 2000 POSITION WITH FUND YEARS
- ---------------------------- -------- ------------ ------------------ -----------------------------------------
<S> <C> <C> <C> <C>
Rocco A. Del Guercio ....... 36 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 Co.--Fund Administration
(3/94-6/96).
Robert M. Rizza ............ 34 0 Treasurer Administrative Officer for CSAM-- advised
153 East 53rd Street investment companies (3/98-present);
New York, NY 10022 Assistant Treasurer, Fund Administration,
Bankers Trust Co. (4/94-3/98).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended November 30, 1999. 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 ............ $11,500 N/A N/A $94,500 10
James J. Cattano ............ $10,000 N/A N/A $57,500 6
Peter A. Gordon ............. $ 7,500 N/A N/A $44,500 6
George W. Landau ............ $11,000 N/A N/A $59,000 7
Martin M. Torino ............ $10,500 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, 2000. At a meeting held on February 8, 2000, 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,
2000. 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 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.
6
<PAGE>
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
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 2001 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 6, 2000. 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
(the "1934 Act"). The timely submission of a proposal does not guarantee its
inclusion in the Fund's proxy materials.
Pursuant to the By-laws 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, LLC, One Citicorp Center, 153 East 53rd Street, 57th
Floor, New York, NY 10022 not later than January 22, 2001; provided, however,
that in the event that the date of the 2001 annual meeting is advanced or
delayed by more than 30 days from March 23, 2001, the first anniversary of the
2000 annual meeting, notice by such 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 or public announcement of the date of the 2001 meeting is given or made.
Any notice by a shareholder to the Fund 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, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business,
and (vi) any material interest of the shareholder in such business.
7
<PAGE>
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the advance notice deadline for
submission of proposals pursuant to the Funds By-laws indicated above. Even if
timely notice is received, the Fund may exercise discretionary voting authority
in certain other circumstances as described under Rule 14a-4(c) under the 1934
Act which governs the Fund's use of discretionary proxy voting authority.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
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.
8
<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 PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
- ---------------- ------------------ ---------
<S> <C> <C>
*President and Fellows of Harvard College .................. 1,116,058 9.40%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
*Lazard Freres & Co., LLC .................................. 1,389,693 8.62%
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 C/O CREDIT SUISSE ASSET MANAGEMENT, LLC, ONE CITICORP
CENTER, 153 EAST 53RD STREET, 57TH FLOOR, 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.
9
<PAGE>
THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
-----------------------------------------------
3918-PS-00
<PAGE>
PROXY
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael A. Pignataro and Hal Liebes as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated on the reverse side and in
accordance with their judgment on such other matters as may properly come
before the meeting or any adjournments thereof, all shares of The Emerging
Markets Infrastructure Fund, Inc. (the "Fund") that the undersigned is
entitled to vote at the annual meeting of shareholders to be held on
March 23, 2000, and any adjournment thereof.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE 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.
<TABLE>
<CAPTION>
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The Board of Directors recommends a vote "FOR" the nominees in Proposal 1 and "FOR" Proposal 2.
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS. 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
Nominees: (01) George W. Landau (three-year term) PRICEWATERHOUSECOOPERS L.L.P. / / / / / /
(02) Richard W. Watt (three-year term) AS INDEPENDENT ACCOUNTANTS
OF THE FUND FOR THE FISCAL
YEAR ENDING NOVEMBER 30, 2000.
/ / FOR all nominees listed above (except as marked to the
contrary above)
/ / WITHHOLD AUTHORITY to vote for all nominees listed above
(Instruction: To withhold authority for any individual
nominee, strike a line through such individual's name above.)
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 your 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:___________
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
