<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
(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)(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 (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 FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 18, 1997
To the Stockholders:
The Annual Meeting of Stockholders of The Foreign & Colonial Emerging
Middle East Fund, Inc. (the "Fund") will be held at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York on the 30th floor,
on Wednesday, January 21, 1998, at 10:00 a.m., for the purposes of considering
and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending October 31, 1998
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on December 5, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors,
Michael Gabriel
Secretary
- -------------------------------------------------------------------------------
IMPORTANT: TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE
YOU TO COMPLETE THE ENCLOSED PROXY CARD, DATE AND SIGN IT AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, REGARDLESS OF HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
- -------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
<TABLE>
<CAPTION>
REGISTRATION
------------
CORPORATE ACCOUNTS VALID SIGNATURE
- ------------------ ---------------
<S> <C>
(1) ABC Corp.......................... ABC Corp.
(2) ABC Corp.......................... John Doe, Treasurer
(3) ABC Corp. ........................ John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan .... John Doe, Trustee
TRUST ACCOUNTS
- --------------
(1) ABC Trust......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............. Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
- ----------------------------
(1) John B. Smith, Cust. ............. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith .................... John B. Smith, Jr.,
Executor
</TABLE>
2
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
PROXY STATEMENT
This Proxy Statement is furnished in connection with a solicitation by the
Board of Directors of The Foreign & Colonial Emerging Middle East Fund, Inc.
(the "Fund") of proxies to be used at the Annual Meeting of Stockholders of
the Fund (the "Annual Meeting") to be held at the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York on the 30th floor, on
Wednesday, January 21, 1998 at 10:00 a.m. (and at any adjournment or
adjournments thereof) for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. This proxy statement and the accompanying
form of proxy are first being mailed to stockholders on or about December 18,
1997. ADDITIONAL COPIES OF THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997 MAY BE OBTAINED WITHOUT
CHARGE BY CONTACTING THE FUND'S TRANSFER AGENT, BOSTON EQUISERVE, P.O. BOX
8200, BOSTON, MASSACHUSETTS 02266-8209, TOLL FREE TELEPHONE NUMBER 800
426-5523. Stockholders who execute proxies retain the right to revoke them in
person at the Annual Meeting or by written notice received by the Secretary
of the Fund at any time before they are voted. Unrevoked proxies will be
voted in accordance with the specifications thereon and, unless specified to
the contrary, will be voted FOR the election of directors and FOR proposal 2.
The close of business on December 5, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Each stockholder is entitled to one vote for each full
share and an appropriate fraction of a vote for each fractional share held.
On the record date there were 2,807,169 shares of Common Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present 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 Annual Meeting to a date not more than 120 days
after the original record date to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Annual Meeting in person or by proxy. The persons
named as proxies will vote those proxies which they are entitled to vote FOR
or AGAINST any such proposal in their discretion. A stockholder vote may be
taken on one or more of the proposals in this proxy statement prior to any
such adjournment if sufficient votes have been received for approval. Under
the By-Laws of the Fund, a quorum is constituted by the presence in person or
by proxy of the holders of record of at least a majority of the outstanding
shares of Common Stock of the Fund entitled to vote at the Annual Meeting.
Abstentions and Broker Non-Votes, as defined below, do not count as votes
cast with respect to any Proposal. With respect to a Proposal requiring the
affirmative vote of a majority of the Fund's outstanding shares of capital
stock, the effect of abstentions and Broker Non-Votes is the same as a vote
against such Proposal. Otherwise, abstentions and Broker Non-Votes have no
effect on the outcome of a Proposal. "Broker Non-Votes" refers to proxies
received by the Fund which are returned on behalf of shares held in the name
of a broker or nominee, but which are not voted with respect to a Proposal
because the broker or nominee has not received voting instructions from the
beneficial owners or persons entitled to vote and the broker or nominee does
not have discretionary voting power.
Foreign & Colonial Emerging Markets Limited ("FCEM"), whose principal
business address is Exchange House, Primrose Street, London, England EC2A
2NY, is the Fund's investment adviser. Mitchell Hutchins Asset Management
Inc., whose principal business address is 1285 Avenue of the Americas, New
York, New York 10019, is the Fund's administrator.
PROPOSAL 1:
ELECTION OF DIRECTORS
In accordance with the Fund's charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the meeting,
stockholders will be asked to elect two Class II Directors to hold office
until the Annual Meeting of Stockholders to be held in the year 2001 or until
their respective
3
<PAGE>
successors are elected and qualified. The terms of office of the Class I and
Class III Directors expire at the Annual Meetings of Stockholders in 2000 and
1999, respectively, or in each case until their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by
delaying the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. All of the nominees are currently members of the Board of
Directors of the Fund. Each nominee has indicated that he will serve if
elected, but if any nominee should be unable to serve, the proxy will be
voted for any other person determined by the persons named in the proxy in
accordance with their judgment.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED,
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR DIRECTLY OR INDIRECTLY,
DURING THE PAST FIVE YEARS SINCE AGE ON OCTOBER 31, 1997***
- ---------------------------------------------- ---------- ----- --------------------------------
<S> <C> <C> <C>
CLASS II NOMINEES TO SERVE UNTIL THE
2001 ANNUAL MEETING OF STOCKHOLDERS
- ---------------------------------------------- ---------- ----- --------------------------------
Karen J. Clarke*, President; Chief Operating 1997 37 --
Officer and Director, Foreign & Colonial
Emerging Markets Limited (1995-present);
Assistant Director, ING Baring Securities
Ltd. (1992-1995); Capital Markets Division,
Project Manager, Citibank (1986-1992)
- ---------------------------------------------- ---------- ----- --------------------------------
David C. Patterson, Member of Audit Committee; 1994 49 --
Managing Director, Kaplan, Choate & Co.
(investment manager)(1989-present)
- ---------------------------------------------- ---------- ----- --------------------------------
</TABLE>
The following table provides information concerning the directors of the
Fund serving until the 2000 and 1999 Annual Meetings of Stockholders.
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED,
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR DIRECTLY OR INDIRECTLY,
DURING THE PAST FIVE YEARS SINCE AGE ON OCTOBER 31, 1997***
- ----------------------------------------- ---------- ----- --------------------------------
<S> <C> <C> <C>
CLASS I DIRECTORS SERVING UNTIL THE
2000 ANNUAL MEETING OF STOCKHOLDERS
- ----------------------------------------- ---------- ----- --------------------------------
Albert Francke, Chairman of Audit 1994 63 --
Committee; Of Counsel, Curtis
Mallet-Prevost, Colt & Mosle (law firm),
since January 1, 1997, prior to which he
was a partner of the firm; Director,
Fidelity European Values plc
- ----------------------------------------- ---------- ----- --------------------------------
Walter M. Noel, Jr., Member of Audit 1994 67 --
Committee; Principal, Walter Noel
Associates (1983-present)(investment
management consultant); Principal,
Fairfield Greenwich Group
(1987-present)(investment fund manager);
General Partner (1993-1996), Limited
Partner (1996-1997), Fred Kolber &
Company (broker/dealer)
- ----------------------------------------- ---------- ----- --------------------------------
4
<PAGE>
COMMON STOCK BENEFICIALLY OWNED,
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR DIRECTLY OR INDIRECTLY,
DURING THE PAST FIVE YEARS SINCE AGE ON OCTOBER 31, 1997***
- ----------------------------------------- ---------- ----- --------------------------------
CLASS III DIRECTORS SERVING UNTIL THE
1999 ANNUAL MEETING OF STOCKHOLDERS
- ----------------------------------------- ---------- ----- --------------------------------
Bassam Aburdene, Member of Audit 1994 49 --
Committee; Corporate Finance Director,
Capital Trust Ltd. (investment manager
and consultant)(1985-present); Corporate
Finance Director, C.T. Capital Trust
N.V. (investment manager and
consultant)(1985-present)
- ----------------------------------------- ---------- ----- --------------------------------
Fred Arthur Rank Packard**, Chairman of 1994 48 6,300
the Board, London Representative,
Garantia Banking Ltd. (1985-present);
Chairman, Foreign & Colonial Emerging
Markets Limited (1993-1996); Chairman,
Antessa Investment Management Ltd.
(1990-1992)
</TABLE>
- ------------
* "Interested person" as defined in the Investment Company Act of 1940,
as amended (the "1940 Act") because of her affiliation with FCEM, the
Fund's investment adviser.
** May be considered an "interested person" as defined in the 1940 Act
because of his past affiliation with FCEM, the Fund's investment
adviser.
*** The holdings of no director or nominee represented more than 1% of
the outstanding shares of the Fund. Each director and nominee has
sole voting and investment power with respect to the listed shares.
At December 5, 1997, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund.
The following table sets forth the beneficial ownership of shares of the
Fund, at December 5, 1997 by each person known to the Fund to be deemed to be
the beneficial owner of more than 5% of the outstanding shares of the Fund.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OWNERSHIP
- ---------------------------------------------------- ------------------ -----------------
<S> <C> <C>
International Finance Corporation (1)
1818 H Street, N.W.
Washington, D.C. 20433 500,000 17.8%
Lazard Freres & Co. L.L.C. (2)
30 Rockefeller Plaza
New York, New York 10020 386,900 13.8%
Olliff & Partners plc (3)
10 Eastcheap
London EC3M IAJ
England 381,300 13.6%
City of London Investment Management Company Ltd. (3)
10 Eastcheap
London EC3M IAJ
England 363,900 13.0%
The Investable Emerging Markets Country Fund (3)
10 Eastcheap
London EC3M IAJ
England 233,000 8.3%
</TABLE>
5
<PAGE>
- ------------
(1) Based solely upon information presented in Schedule 13D, dated November
14, 1994, filed by International Finance Corporation ("IFC"), IFC has
sole voting and dispositive power as to all such shares.
(2) Based solely upon information presented in a Schedule 13G, dated March
10, 1997, filed by Lazard Freres & Co. L.L.C. ("Lazard"). Lazard is the
beneficial owner of such shares as a result of acting as an investment
adviser. Lazard has sole voting power as to 378,000 such shares and
sole dispositive power as to 386,900 such shares.
(3) Based solely upon information presented in Schedules 13G, dated
February 14, 1997, filed by Olliff & Partners plc and City of London
Investment Management Company Ltd., and Schedule 13D, dated February
14, 1997, filed by The Investable Emerging Markets Country Fund. These
are affiliated entities. The Fund's understanding is that the aggregate
beneficial ownership of shares of the Fund by these affiliated entities
as of February 14, 1997 was 381,300 shares, representing 13.6% of the
Fund.
In addition, at December 5, 1997, Cede & Co., a nominee for participants
in the Depository Trust Company, held of record 2,291,601 shares of the Fund,
equal to 81.6% of the outstanding shares of the Fund.
Until November 25, 1996, Mr. Packard, the former chairman of FCEM, had an
indirect ownership interest in FCEM through his partial ownership of Garantia
Banking Limited ("Garantia"), which was a 14.9% shareholder of Foreign &
Colonial Emerging Markets (Holdings) Limited ("Holdings"). FCEM is a
wholly-owned subsidiary of Holdings. The interest held by Garantia was
purchased by Foreign & Colonial Management Limited ("FCM"). Holdings is now a
wholly-owned subsidiary of FCM.
The Fund's Audit Committee is composed of Messrs. Aburdene, Francke
(Chairman), Noel and Patterson. The principal functions of the Audit
Committee are to recommend to the Board of Directors the appointment of the
Fund's independent accountants, to review with the independent accountants
the scope and anticipated cost of their audit and to receive and consider a
report from the independent accountants concerning their conduct of the
audit, including any comments or recommendations they might want to make in
that connection. This Committee met on October 8, 1997. The Fund has no
nominating or compensation committees.
During the fiscal year ended October 31, 1997, the Board of Directors met
four times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committees on which he serves.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the annual meeting of stockholders
information regarding compensation paid to directors by the Fund as well as
by any other U.S. registered investment company advised by FCEM. The
following table provides information concerning the compensation paid by the
Fund during the fiscal year ended October 31, 1997 to each director of the
Fund. None of the directors serves as a director of any other U.S. registered
investment company advised by FCEM. Please note that the Fund does not
provide any pension or retirement benefits to directors. In addition, no
remuneration was paid during the fiscal year ended October 31, 1997 by the
Fund to Ms. Clarke who, as an employee of FCEM, is an interested person under
the 1940 Act (although Ms. Clarke is, along with the other directors of the
Fund, reimbursed for travel and out-of-pocket expenses incurred in connection
with her attendance at meetings of the Fund's Board of Directors).
<TABLE>
<CAPTION>
NAME OF DIRECTOR COMPENSATION FROM FUND
- ------------------------ ----------------------
<S> <C>
Bassam Aburdene ......... $7,800
Albert Francke .......... $7,800
Walter M. Noel, Jr....... $7,800
Fred Arthur Rank
Packard................. $7,800
David C. Patterson....... $7,800
</TABLE>
6
<PAGE>
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the annual meeting of
stockholders, to hold office until the meeting of the Board following the
next annual meeting of stockholders and until their successors are chosen and
qualified. In addition to Ms. Clarke, the present executive officers of the
Fund are:
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED,
NAME AND PRINCIPAL OCCUPATIONS DIRECTLY OR INDIRECTLY,
DURING THE PAST FIVE YEARS OFFICE AGE ON OCTOBER 31, 1997*
- -------------------------------------- --------------------- ----- --------------------------------
<S> <C> <C> <C>
Arnab Banerji, Executive Vice 41 --
Chief Investment Officer and Chairman President (since
of the Board, Foreign & Colonial commencement of
Emerging Markets Limited investment
(1993-present); Head of Emerging operations)
Markets, Citibank Global Asset
Management (1991-1993)
- -------------------------------------- --------------------- ----- --------------------------------
Jeffrey Chowdhry, Executive Vice 37 --
Senior Fund Manager and Director, President (since
Foreign & Colonial Emerging Markets September 10, 1996)
Limited (1994-present); Fund Manager
and Director, BZW Investment
Management (1987-1994)
- -------------------------------------- --------------------- ----- --------------------------------
James Graham-Maw, Vice President (since 31 --
Investment Manager and Assistant October 8, 1997)
Director, Foreign & Colonial Emerging
Markets Limited (1996-present);
Senior Manager, Dai-ichi Life
International (1990-1996)
- -------------------------------------- --------------------- ----- --------------------------------
Michael Gabriel, Treasurer and 53 --
Chief Financial Officer and Director, Secretary (since
Foreign & Colonial Emerging Markets commencement of
Limited (1989-Present) investment
operations)
</TABLE>
- ------------
* The holdings of no executive officer represented more than 1% of the
outstanding shares of the Fund. Each executive officer has sole voting
and investment power with respect to the listed shares.
Ms. Clarke, Dr. Banerji and Messrs. Chowdhry and Gabriel are also
directors of FCEM.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers,
persons who beneficially own more than ten percent of the Fund's Common
Stock, FCEM, and affiliated persons of FCEM under the 1940 Act to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. The Fund believes that
all relevant persons have complied with applicable filing requirements during
the fiscal period ended October 31, 1997, except that Bayerische Vereinsbank
AG, Charles Brock, Karen J. Clarke, William Ducas, Georgia Matterson,
Nicholas Pitt-Lewis and Helene Williamson inadvertently failed to timely file
their Initial Reports on Form 3.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy
at a meeting with a quorum present. For purposes of the election of
directors, abstentions and Broker Non-Votes will not be considered votes
cast, and do not affect the plurality vote required for directors.
7
<PAGE>
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants to the Fund for the fiscal year ending October 31,
1998. The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. The Fund has been advised by Price Waterhouse LLP that at
October 31, 1997 neither the firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of Price
Waterhouse LLP will be present at the Annual Meeting to answer questions
concerning the audit of the Fund's financial statements and will have an
opportunity to make a statement if he or she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock of the Fund
present in person or represented by proxy at a meeting with a quorum present.
For purposes of this proposal, abstentions and Broker Non-Votes will not be
considered votes cast.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If other matters properly come before the
Annual Meeting, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next annual meeting of stockholders to be held in
1999 must be received by the Fund for inclusion in the Fund's proxy statement
and proxy relating to that meeting no later than September 23, 1998.
EXPENSES OF PROXY SOLICITATION
The expenses of the Annual Meeting will be borne by the Fund. Proxies may
also be solicited personally by officers of the Fund and by regular employees
of FCEM or its respective affiliates, or other representatives of the Fund or
by telephone or telegraph, in addition to the use of mails. Brokerage houses,
banks and other fiduciaries may be requested to forward proxy solicitation
material to their principals to obtain authorization for the execution of
proxies, and they will be reimbursed by the Fund for out-of-pocket expenses
incurred in this connection. Shareholder Communications Corp. has been
retained to assist in the solicitation of proxies at a fee to be paid by the
Fund and estimated at $3,500, plus disbursements.
December 18, 1997
FC98P
8
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
ANNUAL MEETING OF STOCKHOLDERS - JANUARY 21, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Fred Arthur Rank Packard, Karen J. Clarke,
Michael Gabriel and Jeffrey Chowdhry, and each of them, attorneys and proxies
for the undersigned, with full power of substitution and revocation to
represent the undersigned at the Annual Meeting of Stockholders of The Foreign
& Colonial Emerging Middle East Fund, Inc. to be held at 425 Lexington Avenue,
New York, New York on Wednesday, January 21, 1998, at 10:00 a.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated December 18, 1997 and upon all other matters properly
coming before said meeting.
Please Mark, Sign, Date and Return this Proxy Promptly Using the Enclosed
Envelope.
Please indicate your vote by an "X" in the appropriate box on the reverse
side. This proxy, if properly executed, will be voted in the manner directed by
the stockholder. If no direction is made, this proxy will be voted FOR
Proposals 1 (including all nominees for Director) and 2. Please refer to the
Proxy Statement for a discussion of the Proposals.
(Continued and to be signed and dated on the reverse side)
Has Your Address Changed? Do You Have Any Comments?
------------------------- --------------------------
------------------------- --------------------------
------------------------- --------------------------
<PAGE>
[X] Please mark votes as in this example.
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSALS 1 (INCLUDING ALL NOMINEES FOR DIRECTOR) AND 2.
1. Election of Directors
Class II to serve until the 2001 Annual Meeting:
Karen J. Clarke
David C. Patterson
FOR all nominees [ ] WITHHOLD [ ] FOR ALL EXCEPT [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through that nominee's name in the
list above.
2. Ratification of the selection of Price Waterhouse LLP as independent
accountants for the fiscal year ending October 31, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Any other business that may properly come before the meeting.
VOTES MUST BE INDICATED (X) IN BLACK OR
BLUE INK.
Note: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
DETACH CARD
Mark box at right if an address change [ ]
or comment has been noted on the reverse
side of this card.
RECORD DATE SHARES:
Please be sure to sign and date this Date
Proxy. (include any applicable title(s))
- ---------------------------- ----------------------------------
Stockholder sign here Joint-owner sign here
DETACH CARD
