EMERGING TIGERS FUND INC
DEF 14A, 1995-05-22
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                                         BROWN & WOOD 
                                    ONE WORLD TRADE CENTER 
                                NEW YORK, NEW YORK 10048-0557 

                                   TELEPHONE: 212-839-5300 
                                   FACSIMILE: 212-839-5599 


                                                          May 22, 1995 


VIA ELECTRONIC FILING 


Securities and Exchange Commission 
450 Fifth Street, N.W. 
Judiciary Plaza 
Washington, D.C.  20549 

Attention:  Division of Investment Management 

               Re:    Emerging Tigers Fund, Inc. 
                      Definitive Proxy Materials 

Ladies and Gentlemen: 

        On behalf of Emerging Tigers Fund, Inc. (the "Fund") and 
pursuant to Rule 14a-6(b) under the Securities Exchange Act of 
1934, transmitted herewith for filing with the Securities and 
Exchange Commission is a definitive copy of the Notice of 1995 
Annual Meeting of Stockholders, Proxy Statement and Form of Proxy 
to be used in connection with the Fund's 1995 Annual Meeting of 
Stockholders to be held on June 23, 1995.  A Federal wire transfer 
in the amount of $125 was previously sent on behalf of the Fund. 

        Please direct any communications relating to this filing to 
the undersigned at (212) 839-5583 or to George A. Dunston of this 
firm at (212) 839-5504. 

                                                          Very truly yours, 


                                                          /s/ Ellen W. Harris 
                                                            Ellen W. Harris 



<PAGE>

   As filed with the Securities and Exchange Commission on May 22, 1995 


        Proxy Statement Pursuant to Section 14(a) of the Securities 
                 Exchange Act of 1934 (Amendment No.    ) 


Filed by the registrant  |X| 
Filed by a party other than the registrant  |_| 

Check the appropriate box: 

|_|    Preliminary proxy statement 
                                           |_|  Confidential, for Use of the 
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2)) 
|X|    Definitive proxy statement 
|_|    Definitive additional materials 
|_|    Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 

                        EMERGING TIGERS FUND, INC. 
-------------------------------------------------------------------------- 

             (Name of Registrant as Specified in its Charter) 

                        EMERGING TIGERS FUND, INC. 
-------------------------------------------------------------------------- 

                (Name of Person(s) Filing Proxy Statement) 

Payment of filing fee (Check the appropriate box): 
|X|    $125 per Exchange Act Rule 0-11(c)(1(ii), 14a-6(i)(1), or 14a-6(2). 
|_|    $500 per each party to the controversy pursuant to Exchange Act Rule 
       14a-6(i)(3). 
|_|    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1) 

-------------------------------------------------------------------------- 
(4)  Proposed maximum aggregate value of transaction: 

-------------------------------------------------------------------------- 
|_|  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: 

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





-------- 

1    Set forth the amount on which the filing fee is calculated and state 
     how it was determined. 



<PAGE>

                           EMERGING TIGERS FUND, INC.
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                  NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
                                  June 23, 1995

To The Stockholders of Emerging Tigers Fund, Inc.: 

    Notice is hereby given that the 1995 Annual Meeting of Stockholders (the 
"Meeting") of Emerging Tigers Fund, Inc. (the "Fund") will be held at the 
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, 
Plainsboro, New Jersey, on June 23, 1995, at 9:00 A.M. for the following 
purposes: 

      (1) To elect six Directors to serve until the next Annual Meeting of 
    Stockholders; 

      (2) To consider and act upon a proposal to ratify the selection of 
    Deloitte & Touche llp to serve as independent auditors of the Fund for 
    its current fiscal year; and 

      (3) To transact such other business as may properly come before the 
    Meeting or any adjournment thereof. 

    The Board of Directors has fixed the close of business on May 10, 1995 as 
the record date for the determination of stockholders entitled to notice of 
and to vote at the Meeting or any adjournment thereof. 

    A complete list of the stockholders of the Fund entitled to vote at the 
Meeting will be available and open to the examination of any stockholder of 
the Fund for any purpose germane to the Meeting during ordinary business 
hours from and after June 9, 1995 at the office of the Fund, 800 Scudders 
Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the 
Meeting. Stockholders who do not expect to attend the Meeting in person are 
requested to complete, date and sign the enclosed form of proxy and return it 
promptly in the envelope provided for this purpose. The enclosed proxy is 
being solicited on behalf of the Board of Directors of the Fund. 

                                        By Order of the Board of Directors 


                                        Michael J. Hennewinkel 
                                        Secretary 

Plainsboro, New Jersey 
Dated: May 22, 1995 

<PAGE> 

                                PROXY STATEMENT

                           EMERGING TIGERS FUND, INC.
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                       1995 ANNUAL MEETING OF STOCKHOLDERS
                                  June 23, 1995

                                  INTRODUCTION

    This Proxy Statement is furnished in connection with the solicitation of 
proxies on behalf of the Board of Directors of Emerging Tigers Fund, Inc., a 
Maryland corporation (the "Fund"), to be voted at the 1995 Annual Meeting of 
Stockholders of the Fund (the "Meeting"), to be held at the offices of 
Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, 
Plainsboro, New Jersey, on Friday, June 23, 1995 at 9:00 A.M. The 
approximate mailing date of this Proxy Statement is May 25, 1995. 

    All properly executed proxies received prior to the Meeting will be voted 
at the Meeting in accordance with the instructions marked thereon or 
otherwise as provided therein. Unless instructions to the contrary are 
marked, proxies will be voted for the election of the Board of Directors to 
serve until the next Annual Meeting of Stockholders and for the ratification 
of the selection of independent auditors to serve for the Fund's current 
fiscal year. Any proxy may be revoked at any time prior to the exercise 
thereof by giving written notice to the Secretary of the Fund at the Fund's 
address indicated above or by voting in person at the Meeting. 

    The Board of Directors has fixed the close of business on May 10, 1995 as 
the record date for the determination of stockholders entitled to notice of 
and to vote at the Meeting and at any adjournment thereof. Stockholders on 
the record date will be entitled to one vote for each share held, with no 
shares having cumulative voting rights. As of May 10, 1995, the Fund had 
outstanding 22,007,055 shares of common stock, par value $.10 per share 
("Common Stock"). To the knowledge of the Fund, as of May 10, 1995, no person 
is the beneficial owner of more than five percent of its outstanding shares 
of Common Stock. 

    The Board of Directors of the Fund knows of no business other than that 
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented 
for consideration at the Meeting. If any other matter is properly presented, 
it is the intention of the persons named in the enclosed proxy to vote in 
accordance with their best judgment. 

<PAGE> 

ITEM 1. ELECTION OF DIRECTORS 

    At the Meeting, the Board of Directors will be elected to serve until the 
next Annual Meeting of Stockholders and until their successors are elected 
and qualified. It is intended that all properly executed proxies will be 
voted (unless such authority has been withheld in the proxy) in favor of the 
persons designated as Directors to be elected by holders of Common Stock. 

    The Board of Directors of the Fund knows of no reason why any of these 
nominees will be unable to serve, but in the event of any such 
unavailability, the proxies received will be voted for such substitute 
nominee or nominees as the Board of Directors may recommend. 

    Certain information concerning the nominees is set forth below: 

<TABLE>
<CAPTION>
                                                                                                  Shares of 
                                                                                                Common Stock 
                                                                                                 of the Fund 
                                                                                                Beneficially 
                                             Principal Occupation                                 Owned at 
                                            During Past Five Years                  Director       May 10, 
         Name and Address               and Public Directorships( (1))        Age     Since         1995 

<S>                                  <C>                                      <C>     <C>           <C>
Arthur Zeikel*........................President of Fund Asset Management,     62      1994          6,076** 
   P.O. Box 9011                        L.P. ("FAM", which term as used 
   Princeton, New Jersey                herein includes its corporate 
   08543-9011                           predecessors) since 1977; 
                                        President of MLAM (which term as 
                                        used herein includes its 
                                        corporate predecessors) since 
                                        1977; President and Director of 
                                        Princeton Services, Inc. 
                                        ("Princeton Services") since 
                                        1993; Executive Vice President of 
                                        Merrill Lynch & Co., Inc. 
                                        ("ML&Co.") since 1990; Executive 
                                        Vice President of Merrill Lynch, 
                                        Pierce, Fenner & Smith 
                                        Incorporated ("Merrill Lynch") 
                                        since 1990 and a Senior Vice 
                                        President thereof from 1985 to 
                                        1990; Director of Merrill Lynch 
                                        Funds Distributor, Inc. ("MLFD"). 
Donald Cecil(2).......................Special Limited Partner of Cumberland   68      1994          0 
   1114 Avenue of the Americas          Partners (investment partnership) 
   New York, New York 10036             since 1982; Member of Institute 
                                        of Chartered Financial Analysts; 
                                        Member and Chairman of 
                                        Westchester County (N.Y.) Board 
                                        of Transportation. 
Edward H. Meyer(2)....................President of Grey Advertising, Inc.     68      1994          0 
   777 Third Avenue                     since 1968, Chief Executive 
   New York, New York 10017             Officer since 1970 and Chairman 
                                        of the Board of Directors since 
                                        1972; Director of The May 
                                        Department Stores Company, Bowne 
                                        & Co., Inc. (financial printers), 
                                        Ethan Allen Interiors, Inc. and 
                                        Harman International Industries, 
                                        Inc. 

                                      2 
<PAGE> 
                                                                                                 Shares of 
                                                                                                Common Stock 
                                                                                                 of the Fund 
                                                                                                Beneficially 
                                             Principal Occupation                                 Owned at 
                                            During Past Five Years                  Director       May 10, 
         Name and Address               and Public Directorships( (1))        Age     Since         1995 

Charles C. Reilly(2).................Self-employed financial consultant       63      1994          0
   9 Hampton Harbor Road                since 1990; President and Chief 
   Hampton Bays, New York 11946         Investment Officer of Verus 
                                        Capital, Inc. from 1979 to 1990; 
                                        former Senior Vice President of 
                                        Arnold and S. Bleichroeder, Inc. 
                                        from 1973 to 1990; Adjunct 
                                        Professor, Columbia University 
                                        Graduate School of Business, 
                                        1990; Adjunct Professor, Wharton 
                                        School, University of 
                                        Pennsylvania, 1990. 
Richard R. West(2)...................Professor of Finance since 1984, and     57      1994          0
   482 Tepi Drive                       Dean from 1984 to 1993, of New 
   Southbury, Connecticut 06488         York University Leonard N. Stern 
                                        School of Business 
                                        Administration; Director of Re 
                                        Capital Corp. (reinsurance 
                                        holding company), Bowne & Co., 
                                        Inc. (financial printers), 
                                        Vornado, Inc. (real estate 
                                        holding company), Smith-Corona 
                                        Corporation (manufacturer of 
                                        typewriters and word processors) 
                                        and Alexander's Inc. (real estate 
                                        company). 
Edward D. Zinbarg(2).................Executive Vice President of The          60      1994          0
   5 Hardwell Road                      Prudential Insurance Company of 
   Short Hills, New Jersey              America from 1988 to 1994; former 
   07078-2117                           Director of Prudential 
                                        Reinsurance Company and former 
                                        Trustee of the Prudential 
                                        Foundation. 
<FN>
  * Interested person, as defined in the Investment Company Act of 1940, as 
    amended (the "Investment Company Act"), of the Fund. 
 ** Represents less than 0.1% of the shares of Common Stock outstanding. 
(1) Each of the nominees is a director, trustee or member of an advisory 
    board of certain other investment companies for which FAM or MLAM acts as 
    investment adviser. See "Compensation of Directors and Officers" below. 
(2) Member of Audit Committee of the Board of Directors. 
</FN>
</TABLE>

    Committees and Board of Directors' Meetings. The Board of Directors has a 
standing Audit Committee, which consists of the Directors who are not 
"interested persons" of the Fund within the meaning of the Investment Company 
Act. The principal purpose of the Audit Committee is to review the scope of 
the annual audit conducted by the Fund's independent auditors and the 
evaluation by such auditors of the accounting procedures followed by the 
Fund. The non-interested Directors have retained independent legal counsel to 
assist them in connection with these duties. The Board of Directors does not 
have a nominating committee. 

    During the period March 4, 1994 (commencement of operations) to November 
30, 1994, the Board of Directors held five meetings and the Audit Committee 
held three meetings. All of the Directors then in office attended at least 
75% of the total number of meetings of the Board of Directors and the total 
number of meetings held by all committees of the Board on which he/she served 
during such period. 

                                      3 
<PAGE> 

    Compliance with Section 16(a) of the Securities Exchange Act of 
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires the Fund's officers, directors and persons who own 
more than ten percent of a registered class of the Fund's equity securities, 
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 
with the Securities and Exchange Commission ("SEC") and the New York Stock 
Exchange. Officers, directors and greater than ten percent stockholders are 
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4 
and 5 they file. 

    Based solely on the Fund's review of the copies of such forms, and 
amendments thereto, furnished to it during or with respect to its fiscal 
period March 4, 1994 (commencement of operations) to November 30, 1994, and 
written representations from certain reporting persons that they were not 
required to file Form 5 with respect to the most recent fiscal period, the 
Fund believes that all of its officers, directors, greater than ten percent 
beneficial owners and other persons subject to Section 16 of the Exchange Act 
because of the requirements of Section 30 of the Investment Company Act 
(i.e., any advisory board member, investment adviser or affiliated person of 
the Fund's investment adviser) have complied with all filing requirements 
applicable to them with respect to transactions during the Fund's most recent 
fiscal period. 

    Interested Persons. The Fund considers Mr. Zeikel to be an "interested 
person" of the Fund within the meaning of Section 2(a)(19) of the Investment 
Company Act because of the position he holds with FAM and its affiliates. Mr. 
Zeikel is the President of the Fund and the President of FAM and MLAM. 

    Compensation of Directors and Officers. FAM, the Fund's investment
adviser, pays all compensation of all officers of the Fund and all Directors
of the Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays
each Director not affiliated with the investment adviser a fee of $2,000 per
year plus $500 per regular meeting attended, together with such Director's
actual out-of-pocket expenses relating to attendance at meetings. The Fund
also pays each member of its Audit Committee a fee of $500 per meeting
attended, together with such Director's out-of-pocket expenses relating to
attendance at meetings. These fees and expenses aggregated $25,225 for the
period March 4, 1994 (commencement of operations) to November 30, 1994.

    The following table sets forth the estimated compensation to be paid by 
the Fund to the non-affiliated Directors and, for the calendar year ended 
December 31, 1994, the aggregate compensation paid by all investment 
companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised Funds") 
to the non-affiliated Directors. 

<TABLE>
<CAPTION>
                                             Pension or Retirement 
                             Aggregate        Benefits Accrued as      Total Compensation from Fund 
        Name of            Compensation               Part                 and FAM/MLAM Advised 
       Director            from Fund (3)        of Fund Expenses          Funds Paid to Directors 
<S>                           <C>                     <C>                        <C>
Donald Cecil (1)              $6,000                  None                       $236,350 
Edward H. Meyer (1)           $6,000                  None                       $251,600 
Charles C. Reilly (1)         $6,000                  None                       $276,900 
Richard R. West (1)           $6,000                  None                       $300,900 
Edward D. Zinbarg (1)         $6,000                  None                       $121,500(2) 
<FN>
(1) In addition to the Fund, the Directors serve on the Boards of other 
    FAM/MLAM Advised Funds as follows: Mr. Cecil (35 funds), Mr. Meyer (35 
    funds), Mr. Reilly (54 funds), Mr. West (54 funds) and Mr. Zinbarg (17 
    funds). 
(2) Projected annual compensation. Mr. Zinbarg was elected to the Fund's 
    Board of Directors effective October 25, 1994. 
(3) Estimated for the period December 1, 1994 to November 30, 1995 assuming 
    that the Board of Directors of the Fund and the Audit Committee each hold 
    four meetings during the year which are attended by all of the Directors. 
</FN>
</TABLE>


                                      4 
<PAGE> 

Officers of the Fund. The Board of Directors has elected six officers of 
the Fund. The following table sets forth information concerning each of these 
officers: 

<TABLE>
<CAPTION>
                                                                                                     Officer 
Name and Principal Occupation                                             Office            Age      Since 
<S>                                                                       <C>                 <C>       <C>
Arthur Zeikel ...................................................         President           62        1994 
   President of FAM since 1977; President of MLAM since 1977; 
   President and Director of Princeton Services since 1993; Executive 
   Vice President of ML&Co. and Merrill Lynch since 1990 and a Senior 
   Vice President of Merrill Lynch from 1985 to 1990; Director of 
   MLFD. 
Terry K. Glenn ..................................................         Executive Vice      54        1994 
   Executive Vice President of FAM and MLAM since 1983; Executive         President 
   Vice President and Director of Princeton Services since 1993; 
   President of MLFD since 1986 and Director thereof since 1991; 
   President of Princeton Administrators, L.P. since 1988. 
Donald C. Burke .................................................         Vice President      34        1994 
   Vice President and Director of Taxation of FAM and MLAM since 
   1990; employee of Deloitte & Touche llp from 1982 to 1990. 
Kara W. Y. Tan Bhala.............................................         Vice President      35        1994 
   Portfolio Manager with MLAM since 1993; Vice President of James 
   Capel Inc. from 1988 to 1990; Senior Investment Analyst of James 
   Capel (Far East) Ltd. from 1986 to 1988. 
Gerald M. Richard................................................         Treasurer           46        1994 
   Senior Vice President and Treasurer of FAM and MLAM since 1984; 
   Senior Vice President and Treasurer of Princeton Services since 
   1993; Vice President of MLFD since 1981 and Treasurer since 1984. 
Michael J. Hennewinkel ...........................................        Secretary           42        1994 
   Vice President of MLAM since 1985 and attorney associated with FAM 
   and MLAM since 1982. 
</TABLE>

    Stock Ownership. At May 10, 1995, the Directors and officers of the Fund 
as a group (eleven persons) owned an aggregate of less than 1% of the common 
stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a 
Director and officer of the Fund, and the other officers of the Fund owned an 
aggregate of less than 1% of the outstanding shares of common stock of ML&Co. 

                  ITEM 2. SELECTION OF INDEPENDENT AUDITORS 

    The Board of Directors of the Fund, including a majority of the Directors 
who are not interested persons of the Fund, has selected the firm of Deloitte 
& Touche llp ("D&T") to examine the financial statements of the Fund for the 
current fiscal year. The Fund knows of no direct or indirect financial 
interest of D&T in the Fund. Such appointment is subject to ratification or 
rejection by the stockholders of the Fund. Unless a contrary specification is 
made, the accompanying proxy will be voted in favor of ratifying the 
selection of such auditors. 

    D&T also acts as independent auditors for ML&Co. and all of its 
subsidiaries and for most other investment companies for which FAM or MLAM 
acts as investment adviser. The fees received by D&T from these other 
entities are substantially greater, in the aggregate, than the total fees 
received by it from the Fund. The Board of Directors of the Fund considered 
the fact that D&T has been retained as the independent auditors for ML&Co. 
and the other entities described above in its evaluation of the independence 
of D&T with respect to the Fund. 

                                      5 
<PAGE> 

    Representatives of D&T are expected to be present at the Meeting and will 
have the opportunity to make a statement if they so desire and to respond to 
questions from stockholders. 

                            ADDITIONAL INFORMATION 

    The expenses of preparation, printing and mailing of the enclosed form of 
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. 
The Fund will reimburse banks, brokers and others for their reasonable 
expenses in forwarding proxy solicitation material to the beneficial owners 
of the shares of the Fund. The Fund may also hire proxy solicitors at the 
expense of the Fund. 

    In order to obtain the necessary quorum at the Meeting (i.e., a majority 
of the shares of the Fund entitled to vote at the Meeting, present in person 
or by proxy), supplementary solicitation may be made by mail, telephone, 
telegraph or personal interview by officers of the Fund. It is anticipated 
that the cost of such supplementary solicitation, if any, will be nominal. 

    All shares represented by properly executed proxies, unless such proxies 
have previously been revoked, will be voted at the Meeting in accordance with 
the directions on the proxies; if no direction is indicated, the shares will 
be voted "FOR" the Director nominees and "FOR" the ratification of D&T as 
independent auditors for the Fund. 

    The proposal to elect the Fund's Board (Item 1) and the proposal to 
ratify the selection of the Fund's independent auditors (Item 2) may be 
approved at a meeting at which a quorum is duly constituted by the 
affirmative vote of a majority of the votes cast by the Fund's stockholders, 
voting in person or by proxy. 

    Broker-dealer firms, including Merrill Lynch, holding Fund shares in 
"street name" for the benefit of their customers and clients, will request 
the instructions of such customers and clients on how to vote their shares on 
each Item before the Meeting. The Fund understands that, under the rules of 
the New York Stock Exchange, such broker- dealer firms may, without 
instructions from their customers and clients, grant authority to the proxies 
designated to vote on the election of Directors (Item 1) and ratification of 
the selection of independent auditors (Item 2) if no instructions have been 
received prior to the date specified in the broker-dealer firm's request for 
voting instructions. Accordingly, the Fund will include shares held of record 
by broker-dealers as to which such authority has been granted in its 
tabulation of the total number of votes present for purposes of determining 
whether the necessary quorum of stockholders exists. Proxies which are 
returned but which are marked "abstain" or on which a broker- dealer has 
declined to vote on any proposal ("broker non-votes") will be counted as 
present for the purpose of a quorum. Merrill Lynch has advised that it 
intends to exercise discretion over shares held in its name for which no 
instructions are received by voting such shares in the same proportion as it 
has voted shares for which it has received instructions. Abstentions and 
broker non-votes will not be counted as votes cast and therefore will not 
have an effect on the vote on either Item 1 or Item 2. 

Address of Investment Adviser 

    The principal office of FAM is 800 Scudders Mill Road, Plainsboro, New 
Jersey 08536. 

Annual Report Delivery 

    The Fund will furnish, without charge, a copy of its annual report for 
the fiscal year ended November 30, 1994, to any stockholder upon request. 
Such requests should be directed to Emerging Tigers Fund, Inc., P.O. Box 
9011, Princeton, New Jersey 08543-9011, Attention: Michael J. Hennewinkel or 
to 1-800-456-4587 ext. 123. 

                                      6 
<PAGE> 

Stockholder Proposals 

    If a stockholder intends to present a proposal at the 1996 Annual Meeting 
of Stockholders of the Fund which is anticipated to be held in June 1996 and 
desires to have the proposal included in the Fund's proxy statement and form 
of proxy for that meeting, the stockholder must deliver the proposal to the 
offices of the Fund by January 24, 1996. 

                                        By Order of the Board of Directors 


                                        Michael J. Hennewinkel 
                                        Secretary 

Dated: May 22, 1995 

                                      7 

<PAGE>


                           EMERGING TIGERS FUND, INC.
                                P.O. Box 9011 
                       Princeton, New Jersey 08543-9011 
                                  P R O X Y 
         This proxy is solicited on behalf of the Board of Directors 

    The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and James 
W. Harshaw, III as proxies, each with the power to appoint his substitute, 
and hereby authorizes them to represent and to vote, as designated on the 
reverse hereof, all the shares of Common Stock of Emerging Tigers Fund, Inc. 
(the "Fund") held of record by the undersigned on May 10, 1995 at the annual 
meeting of stockholders of the Fund to be held on June 23, 1995 or any 
adjournment thereof. 

    This proxy when properly executed will be voted in the manner directed 
herein by the undersigned stockholder. If no direction is made, this proxy 
will be voted for Proposals 1 and 2. 

                              (Continued and to be signed on the reverse side) 

Please mark boxes [] or [] in blue or black ink. 
1. ELECTION OF DIRECTORS 

FOR all nominees listed below 
(except as marked to the contrary below) [] 

WITHHOLD AUTHORITY 
to vote for all nominees listed below [] 

   (INSTRUCTION: To withhold authority to vote for any individual nominee, 
strike a line through the nominee's name in the list below.) 
Donald Cecil, Edward H. Meyer, Charles C. Reilly, Richard R. West, Arthur 
Zeikel and Edward D. Zinbarg 

2. Proposal to ratify the selection of Deloitte & Touche LLP as the 
independent auditors of the Fund to serve for the current fiscal year. 
FOR []   AGAINST []   ABSTAIN [] 

3. In the discretion of such proxies, upon such other business as may 
properly come before the meeting or any adjournment thereof. 

Please sign exactly as name appears hereon. When shares are held by joint 
tenants, both should sign. When signing as attorney or as 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. 

Dated:                                                                 , 1995 

X 
                                  Signature 

X 
                          Signature, if held jointly 
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 

<PAGE> 








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