<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
(Name of Registrant as Specified In Its Charter)
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 is 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:
<PAGE>
----------------------------------------------------------------------
(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, 1998
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 Thursday, January 21, 1999, 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 PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending October 31, 1999
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on December 7, 1998 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 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 HOW 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
Thursday, January 21, 1999 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, 1998.
ADDITIONAL COPIES OF THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998 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
7, 1998 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 three Class III Directors
3
<PAGE>
to hold office until the Annual Meeting of Stockholders held in the year 2002
or until their respective successors are elected and qualified. The terms of
office of the Class II and Class I Directors expire at the Annual Meetings of
Stockholders in 2001 and 2000, 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, 1998**
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS III NOMINEES TO SERVE UNTIL THE 2002
ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------------------------------
Bassam Aburdene, Member of Audit 1994 50 --
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 the 1994 49 6,300
Board, London Representative, Garantia
Banking Ltd. (1985-1998); Chairman, Foreign
& Colonial Emerging Markets Limited
(1993-1996); Chairman, Antessa Investment
Management Ltd. (1990-1992)
- --------------------------------------------------------------------------------------------------------
Abdulwahab Al-Mulla, Member of the Audit 1998 49 --
Committee; Independent Financing and
Project Consultant (1990-present)
- --------------------------------------------------------------------------------------------------------
</TABLE>
The following table provides information concerning the directors of the
Fund serving until the 2001 and 2000 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, 1998**
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS II DIRECTORS SERVING UNTIL THE 2001 ANNUAL
MEETING OF STOCKHOLDERS
- -----------------------------------------------------------------------------------------------------------
Karen Clarke*, President; Chief Operating 1997 38 --
Officer and Director, Foreign & Colonial
Emerging Markets Limited (1995-present);
Assistant Director, ING Baring Securities Ltd.
(1992-1995); Vice President, Citicorp
Investment Bank (1986-1992).
- -----------------------------------------------------------------------------------------------------------
David C. Patterson, Member of Audit 1994 50 --
Committee; Managing Director, Kaplan,
Choate & Co. (investment manager)
(1989-present)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED,
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR DIRECTLY OR INDIRECTLY,
DURING THE PAST FIVE YEARS SINCE AGE ON OCTOBER 31, 1998**
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS I DIRECTORS SERVING UNTIL THE 2000
ANNUAL MEETING OF STOCKHOLDERS
- ------------------------------------------------------------------------------------------------------
Albert Francke, Chairman of Audit Committee; 1994 64 --
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;
Director, The New South Africa Fund, Inc.
- ------------------------------------------------------------------------------------------------------
Walter M. Noel, Jr., Member of Audit 1994 68 --
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)
- ------------------------------------------------------------------------------------------------------
</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.
** The holdings of no director or nominee represented more than 1% of the
outstanding shares of the Fund. Mr. Packard has sole voting and
investment power with respect to the listed shares.
At October 31, 1998, 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 October 31, 1998 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. LLC (2)
30 Rockefeller Plaza
New York, New York 10020 572,200 20.38%
City of London Investment Management Company Limited (3)
10 Eastcheap
London EC3M IAJ
England 446,646 15.91%
City of London Investment Group plc (3)
10 Eastcheap
London EC3M IAJ
England 419,697 14.95%
The State Teachers Retirement System of Ohio (4)
275 East Broad Street
Columbus, Ohio 43215 449,227 16%
</TABLE>
5
<PAGE>
- ----------
(1) Based solely upon information presented in Schedule 13D, providing
information as of November 4, 1994, filed by International Finance
Corporation, which has sole voting and dispositive power as to all such
shares.
(2) Based solely upon information presented in Form 13F, providing
information as of September 30, 1998, filed by Lazard Freres & Co. LLC
("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
563,300 of such shares and sole dispositive power as to 572,200 of such
shares.
(3) Based solely upon information presented in Form 13F, providing
information as of September 30, 1998, filed by City of London Investment
Management Company Limited ("Limited") and Schedule 13G, providing
information as of March 31, 1998, filed by City of London Investment
Group plc. These are affiliated entities. The Fund's understanding is
that the aggregate beneficial ownership of shares of the Fund by these
affiliated entities is reflected in the Form 13F filed by Limited.
Pursuant to this understanding, as of September 30, 1998, such ownership
would be 446,646 shares, representing 15.91% of the outstanding shares of
the Fund.
(4) Based solely upon information presented in Form 13F, providing
information as of September 30, 1998, filed by The State Teachers
Retirement System of Ohio, which has sole voting and dispositive power as
to all such shares.
In addition, at October 31, 1998, Cede & Co., a nominee for participants
in the Depository Trust Company, held of record 2,226,540 shares of the Fund,
equal to 79.3% 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, Al-Mulla,
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 January 21, 1998 and October 20, 1998. The
Fund has no nominating or compensation committees.
During the fiscal year ended October 31, 1998, the Board of Directors met
six 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 earned by the directors of the
Fund during the fiscal year ended October 31, 1998. 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, 1998 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).
6
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION
NAME OF DIRECTOR FROM FUND
---------------- ---------
<S> <C>
Bassam Aburdene .................. $7,900
Albert Francke ................... $7,300
Walter M. Noel, Jr. .............. $8,600
Fred Arthur Rank Packard ......... $8,000
David C. Patterson ............... $8,600
Abdulwahab Al-Mulla .............. $1,950
</TABLE>
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, DIRECTLY
NAME AND PRINCIPAL OR INDIRECTLY, ON
OCCUPATIONS DURING THE PAST OCTOBER 31,
FIVE YEARS OFFICE AGE 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arnab Banerji, Executive Vice President 42 --
Chief Investment Officer and Chairman of the (since commencement of
Board, Foreign & Colonial Emerging Markets investment operations)
Limited (1993-present); Head of Emerging
Markets, Citibank Global Asset Management
(1991-1993)
- ----------------------------------------------------------------------------------------------------
Jeffrey Chowdhry, Senior Fund Manager and Executive Vice President 38 --
Director, Foreign & Colonial Emerging (since September 10, 1996)
Markets Limited (1994-present); Fund
Manager and Director, BZW Investment
Management (1987-1994)
- ----------------------------------------------------------------------------------------------------
James Graham-Maw, Investment Manager and Vice President (since 32 --
Assistant Director, Foreign & Colonial October 8, 1997)
Emerging Markets Limited (1996-present);
Senior Manager, Dai-ichi Life International
(1990-1996)
- ----------------------------------------------------------------------------------------------------
Michael Gabriel, Chief Financial Officer and Treasurer and Secretary 54 --
Director, Foreign & Colonial Emerging (since commencement of
Markets Limited (1989-Present) investment operations)
- ----------------------------------------------------------------------------------------------------
</TABLE>
- ----------
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, 1998.
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 PricewaterhouseCoopers LLP
as independent accountants to the Fund for the fiscal year ending October 31,
1999. 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 PricewaterhouseCoopers LLP that at
October 31, 1998 neither the firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers 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 PricewaterhouseCoopers 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, and do not affect the vote required for ratification.
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 2000
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than August 20, 1999. Pursuant to the
Fund's By-Laws any proposal to be presented at the Fund's 2000 Annual Meeting
of Stockholders must be delivered in writing to the Secretary of the Fund
during the period from October 22, 1999 to November 22, 1999.
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, 1998
8
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS, 32nd FLOOR
NEW YORK, NY 10019
ANNUAL MEETING OF STOCKHOLDERS - JANUARY 21, 1999
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 Thursday, January 21, 1999 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, 1998 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 III to serve until the 2002 Annual Meeting:
Bassam Aburdene
Abdulwahab Al-Mulla
Fred Arthur Rank Packard
FOR all nominees [ ] WITHHOLD [ ] FOR ALL EXCEPT [ ]
INSTRUCTION: 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. Your shares will be voted for the remaining nominee(s).
2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending October 31, 1999.
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 Co-owner sign here
DETACH CARD
