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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
(FORMERLY, CREDIT SUISSE WARBURG PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:
CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC.
CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.
CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC.
CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC.
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(International Focus Portfolio Only)
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC.
CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.
CREDIT SUISSE JAPAN GROWTH FUND, INC.
CREDIT SUISSE OPPORTUNITY FUNDS
(International Fund Portfolio Only)
CREDIT SUISSE TRUST
(Global Technology, Global Post-Venture Capital and
International Focus Portfolios Only)
466 Lexington Avenue
New York, New York 10017-3147
YOUR VOTE IS IMPORTANT
Dear Shareholder:
The governing Board of Directors or Trustees, as the case may be (the
"Board"), of each fund listed above (each, a "Fund" and collectively, the
"Funds") has recently reviewed and unanimously endorsed a proposal to retain the
United Kingdom affiliate and/or Japanese affiliate of its investment adviser,
each of which is named Credit Suisse Asset Management Limited, as sub-investment
adviser(s) to the Fund (or one or more of its portfolios named above). (For ease
of reference, the United Kingdom affiliate will be referred to as "CSAM U.K."
and the Japanese affiliate will be referred to as "CSAM Japan.") We are pleased
to invite you to attend a special meeting of shareholders to consider the
approval of a sub-investment advisory agreement with CSAM U.K and/or CSAM Japan.
Each Fund's Board and Credit Suisse Asset Management, LLC ("CSAM"), the
investment adviser to each affected Fund (or portfolio), believes that the
retention of CSAM U.K. and/or CSAM Japan, as the case may be, is in the best
interest of shareholders. The governing Board of each Fund has determined that
retention of the relevant sub-investment adviser(s) will enable each Fund to
capitalize on the investment expertise of CSAM U.K. and/or CSAM Japan. Since the
sub-advisory fees for CSAM U.K. and CSAM Japan will be paid by CSAM, the
proposal will NOT result in any increase of the fees or expenses otherwise
incurred by shareholders.
The costs associated with this proxy are being paid for by CSAM and its
affiliates and not by any Fund or shareholder.
THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT THE PROPOSALS DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT ARE IMPORTANT AND RECOMMEND THAT YOU READ THE
ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR EACH PROPOSAL.
Detailed information about the proposals may be found in the attached
Proxy Statement. You are entitled to vote at the meeting and any adjournments
thereof if you owned shares of the Fund (or portfolio) at the close of business
on March 1, 2002. If you attend the meeting, you may vote your shares in person.
If you do not expect to attend the meeting, please complete, date, sign and
return the enclosed proxy in the enclosed postage paid envelope. If you prefer,
you can fax the proxy card to D.F. King & Co., Inc., each Fund's proxy
solicitor, Attn: Dominic F. Maurillo, at (212) 269-2796. We also encourage you
to vote by telephone or through the Internet. Proxies may be voted by telephone
by calling (800) 714-3312 between the hours of 9:00 a.m. and 10:00 p.m. (Eastern
time) or through the Internet using the Internet address located on your proxy
card.
Voting by fax, telephone or through the Internet will reduce the time
and costs associated with the proxy solicitation. When a Fund records proxies by
telephone or through the Internet, it will use reasonable procedures designed
to: (i) authenticate shareholders' identities, (ii) allow shareholders to
authorize the voting of their shares in accordance with their instructions and
(iii) confirm that their instructions have been properly recorded.
Whichever voting method you use, please read the full text of the proxy
statement before you vote.
If you have any questions regarding the proposal, please feel
free to call D.F. King & Co., Inc. at (800) 714-3312.
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Respectfully,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
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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 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 the name shown in the registration
on the proxy card.
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:
Registration Valid Signatures
Corporate Accounts
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .......... John Doe
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
Trust Accounts
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ...................... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ....... John B. Smith
(2) John B. Smith ...................... John B. Smith, Jr., Executor
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CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC.
CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.
CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC.
CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC.
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(International Focus Portfolio Only)
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC.
CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.
CREDIT SUISSE JAPAN GROWTH FUND, INC.
CREDIT SUISSE OPPORTUNITY FUNDS
(International Fund Portfolio Only)
CREDIT SUISSE TRUST
(Global Technology, Global Post-Venture Capital and
International Focus Portfolios Only)
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF
SPECIAL MEETINGS OF SHAREHOLDERS
May 1, 2002
Dear Shareholders:
Please take notice that a Special Meeting of Shareholders of each fund
listed above (each, a "Fund" and collectively, the "Funds") will be held jointly
on Wednesday, May 1, 2002, at 2:00 p.m., Eastern Time, at the offices of the
Funds, 466 Lexington Avenue, New York, New York 10017-3147, for the following
purpose:
PROPOSAL 1 The following item is to be voted on ONLY by shareholders of
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o Credit Suisse Institutional International Fund;
o Credit Suisse Global Fixed Income Fund;
o Credit Suisse Global Post-Venture Capital Fund;
o Credit Suisse International Focus Fund;
o Credit Suisse Opportunity Funds: International Fund
Portfolio ONLY;
o Credit Suisse Institutional Fund: International Focus
Portfolio ONLY; and
o Credit Suisse Trust: Global Post-Venture Capital and
International Focus Portfolios ONLY To approve a
Sub-Investment Advisory Agreement among each Fund,
Credit Suisse Asset Management, LLC and Credit Suisse
Asset Management Limited ("CSAM U.K").
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PROPOSAL 2 The following item is to be voted on ONLY by shareholders of
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o Credit Suisse Institutional International Fund;
o Credit Suisse Global Fixed Income Fund;
o Credit Suisse Global Post-Venture Capital Fund;
o Credit Suisse International Focus Fund;
o Credit Suisse Global Financial Services Fund;
o Credit Suisse Global Health Sciences Fund;
o Credit Suisse Global Technology Fund;
o Credit Suisse Japan Growth Fund;
o Credit Suisse Institutional Fund: International Focus
Portfolio ONLY;
o Credit Suisse Opportunity Funds: Credit Suisse
International Fund Portfolio ONLY; and
o Credit Suisse Trust: Global Post-Venture Capital,
International Focus, and Global Technology Portfolios
ONLY
To approve a Sub-Investment Advisory Agreement among each
Fund, Credit Suisse Asset Management, LLC and Credit Suisse
Asset Management Limited ("CSAM Japan").
The Board of Directors/Trustees of each Fund unanimously recommends
that shareholders vote in favor of each proposal.
Holders of record shares of each Fund or where applicable, an
investment portfolio of a Fund, at the close of business on March 1, 2002 are
entitled to vote at the Special Meetings and at any adjournments thereof. As a
convenience to shareholders, you can now vote in any of five ways:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card or, if no toll-free telephone number
appears on your proxy card, to D.F. King & Co., Inc., the Funds'
proxy solicitor, at 1-800-714-3312;
o By faxing the enclosed proxy card to D.F. King & Co., Inc., Attn:
Dominic F. Maurillo, at 212-269-2796;
o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site; or
o In person at the Special Meetings.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
If you have any questions regarding the proposal, please feel free to
call D.F. King & Co., Inc. at 1-800-714-3312.
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By Order of the Board of Directors,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
March __, 2002
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE
EXPENSE OF FURTHER SOLICITATION.
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CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC.
CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.
CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC.
CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC.
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(International Focus Portfolio Only)
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC.
CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.
CREDIT SUISSE JAPAN GROWTH FUND, INC.
CREDIT SUISSE OPPORTUNITY FUNDS
(International Fund Portfolio Only)
CREDIT SUISSE TRUST
(Global Technology, Global Post-Venture Capital and
International Focus Portfolios Only)
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
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JOINT PROXY STATEMENT
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SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON
May 1, 2002
This combined proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors or Trustees, as the case may
be (the "Board"), of each of the funds listed above (each a "Company" and,
collectively, the "Companies") for use at the Special Meetings of Shareholders
of each Company, to be held jointly at the offices of the Companies, 466
Lexington Avenue, New York, New York 10017-3147, on Wednesday, May 1, 2002, at
2:00 p.m., Eastern Time, and at any and all adjournments thereof (collectively,
the "Special Meeting").
This Proxy Statement, Notice of Special Meetings and the proxy cards
are first being mailed to shareholders on or about March __, 2002 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it on the Internet, by telephone, by mail (addressed to Hal Liebes, Vice
President and Secretary of Credit Suisse Funds, c/o Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147), in person
at the Special Meeting by executing a superseding proxy or by submitting a
notice of revocation. All properly executed proxies received in time for the
Special Meeting will be voted as specified in the proxy, or, if no specification
is made, in favor of each proposal referred to in the Proxy Statement that is
applicable to the relevant Company.
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The presence at any Special Meeting, in person or by proxy, of the
holders of one-third (or a majority in the case of the International Fund
Portfolio of Credit Suisse Opportunity Funds and the various portfolios of
Credit Suisse Trust) of the shares entitled to be cast of a Company or, in the
case of each of Credit Suisse Opportunity Funds, Credit Suisse Institutional
Fund, Inc. (the "Institutional Fund") and Credit Suisse Trust (the "Trust"), the
above-indicated portfolios thereof (each a "Fund" and together with those
Companies that do not have any separate investment portfolios, the "Funds")
shall be necessary and sufficient to constitute a quorum. In the event that the
necessary quorum to transact business or the vote required to approve or reject
any proposal is not obtained at the Special Meeting with respect to one or more
of the Funds, the persons named as proxies may propose one or more adjournments
of the Special Meeting for that Fund in accordance with applicable law to permit
further solicitation of proxies with respect to the Proposal. Any such
adjournment will require the affirmative vote of the holders of a majority of
the concerned Fund's shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor for the Proposal and will
vote against any such adjournment those proxies to be voted against the
Proposal.
For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.
Approval of each the proposals will require the affirmative vote of a
"majority of the outstanding voting securities" of each Fund ("Majority Vote").
"Majority Vote" for purposes of this combined proxy statement, and under the
Investment Company Act of 1940, as amended (the "1940 Act"), means the lesser of
(i) 67% of the shares represented at a meeting at which more than 50% of the
outstanding shares of a concerned Fund are represented or (ii) more than 50% of
the outstanding shares of a Fund. EACH FUND WILL CONSIDER THE APPROVAL OF EACH
PROPOSAL SET FORTH HEREIN SEPARATELY, AND THE APPROVAL OR DISAPPROVAL BY ONE
FUND ON ONE PROPOSAL WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL BY THAT FUND ON
THE OTHER PROPOSAL OR OF ANY OTHER FUND ON EITHER PROPOSAL.
Abstentions and broker non-votes will have the effect of votes
"against" each of the proposals for purposes of tabulating votes necessary for
each proposal's approval.
Each full share outstanding is entitled to one vote and each fractional
share outstanding is entitled to a proportionate share of one vote. Shareholders
of each Fund will vote in the aggregate without regard to class. As of March 1,
2002, the Funds had the following number of outstanding shares:
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CREDIT SUISSE FUND NUMBER OF OUTSTANDING SHARES
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Global Post-Venture Capital Fund
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Institutional International Fund
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Global Financial Services Fund
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Global Health Sciences Fund
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International Focus Fund
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Global Fixed Income Fund
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Global Technology Fund
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International Fund Portfolio (Opportunity Funds)
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Japan Growth Fund
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International Focus Portfolio (Institutional Fund)
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International Focus Portfolio (Trust)
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Global Technology Portfolio (Trust)
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Global Post-Venture Capital Portfolio (Trust)
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The persons who owned more than 5% of any Fund's outstanding shares as
of the Record Date, to the knowledge of the Funds, are set forth in APPENDIX A
hereto.
The security ownership of management of each of the Funds is set forth
in APPENDIX B hereto. APPENDIX B sets forth the number of shares of each Fund
beneficially owned by directors and executive officers of each Fund.
Each Fund provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report for each Fund and a copy of any more recent semi-annual report, without
charge, by calling 800-927-2874 or by writing to Credit Suisse Funds, P.O. Box
9030, Boston, Massachusetts 02205-9030.
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PROPOSALS 1 AND 2
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION
The shareholders of each Fund will be asked at the Special Meeting to
approve a Sub-Investment Advisory Agreement (the "Sub-Advisory Agreement") among
each Fund, Credit Suisse Asset Management, LLC ("CSAM") and either or both of
CSAM's United Kingdom affiliate and its Japanese affiliate, each of which is
named Credit Suisse Asset Management Limited. (For convenience, CSAM's United
Kingdom affiliate will be referred to as "CSAM U.K." throughout this Proxy
Statement, CSAM's Japanese affiliate will be referred to as "CSAM Japan" and
either may be referred to as a "Subadviser".) Each Sub-Advisory Agreement was
unanimously approved by the Board of each relevant Fund, including all of the
Directors or Trustees, as the case may be (the "Directors") who are not parties
to the Sub-Advisory Agreement or "interested persons" (as defined under the 1940
Act) of any such parties (the "Non-Interested Directors") at a meeting held on
February 12, 2002.
At the meeting, CSAM, as investment adviser to each Fund, recommended
to the Boards that each Fund retain CSAM U.K. and/or CSAM Japan, as the case may
be, as sub-investment adviser(s) and that pursuant to the proposed Sub-Advisory
Agreements, CSAM (and not any Fund) pay CSAM U.K. and/or CSAM Japan, as the case
may be, a sub-advisory fee in such amount as may be agreed upon from time to
time by CSAM and the Subadviser. Thus, the retention of CSAM U.K. and/or CSAM
Japan will not increase the fees or expenses otherwise incurred by a Fund's
shareholders. Under the proposed Sub-Advisory Agreements, CSAM will monitor the
activities and performance of CSAM U.K. and CSAM Japan.
The Sub-Advisory Agreement with respect to each Subadviser for each
Fund as approved by each Board is now being submitted for approval by the
shareholders of the relevant Fund. If it is approved by a Majority Vote of the
outstanding shares of a Fund, it will continue in effect for an initial two-year
term, and will continue from year to year thereafter, subject to approval
annually by the Board or by a Majority Vote of the outstanding shares of the
Fund, and also, in either event, approval by a majority of the Non-Interested
Directors at a meeting called for the purpose of voting on such approval. If the
shareholders of a Fund should fail to approve the Sub-Advisory Agreement, the
Board shall consider appropriate action with respect to such non-approval of the
Sub-Advisory Agreement.
A form of the Sub-Advisory Agreement to be used for each Fund is
attached hereto as APPENDIX C.
CSAM's principal office is located at 466 Lexington Avenue, New York,
New York 10017-3147, CSAM U.K.'s principal office is located at Beaufort House,
15 St. Botolph Street,
-4-
London, EC3A 7JJ and CSAM Japan's principal office is located at Shiroyama JT
Mori Bldg 3-1, Toranomon 4-Chome, Minato-Ku, Tokyo 105-6026.
AS DESCRIBED ABOVE, THE SUB-ADVISORY FEE PAID TO CSAM U.K. AND/OR CSAM
JAPAN PURSUANT TO THE RELEVANT SUB-ADVISORY AGREEMENT WILL BE PAID BY CSAM AND,
ACCORDINGLY, THE RETENTION OF CSAM U.K. AND/OR CSAM JAPAN WILL NOT INCREASE THE
FEES OR EXPENSES OTHERWISE INCURRED BY A FUND'S SHAREHOLDERS.
EACH FUND WILL CONSIDER THE APPROVAL OF EACH PROPOSAL SEPARATELY, AND
THE APPROVAL OR DISAPPROVAL BY ONE FUND OF ONE PROPOSAL WILL NOT AFFECT THE
APPROVAL OR DISAPPROVAL BY THE SAME FUND OF THE OTHER PROPOSAL OR BY ANY OTHER
FUND OF EITHER PROPOSAL.
BOARD EVALUATION AND RECOMMENDATION
In determining whether it was appropriate to approve the Sub-Advisory
Agreement for a Subadviser and to recommend approval to shareholders, the Board
of each Fund, including the Non-Interested Directors, considered various matters
and materials provided by CSAM, CSAM U.K and/or CSAM Japan, as the case may be.
The Board considered, primarily, the benefits to a Fund of retaining CSAM U.K.
and/or CSAM Japan, as the case may be, given the increased complexity of the
domestic and international securities markets, specifically that retention of
CSAM U.K. and/or CSAM Japan would expand the universe of companies and countries
from which investment opportunities can be sought and enhance the Fund's ability
to obtain best price and execution on trades in international markets. The Board
also carefully considered the particular expertise of CSAM U.K. and CSAM Japan,
as the case may be, in managing the types of global investments which each Fund
makes, including their personnel and research capabilities. The Board also
evaluated the extent of the proposed services to be offered by each Subadviser.
In addition, the Board took into account the lack of any anticipated adverse
impact to a Fund as a result of the Sub-Advisory Agreement, particularly that
THE COMPENSATION PAID TO CSAM U.K. AND CSAM JAPAN WILL BE PAID BY CSAM AND,
ACCORDINGLY, THAT THE RETENTION OF CSAM U.K. AND/OR CSAM JAPAN WILL NOT INCREASE
THE FEES OR EXPENSES OTHERWISE INCURRED BY A FUND'S SHAREHOLDERS.
BACKGROUND INFORMATION REGARDING THE FUNDS
Each Fund invests in foreign equity and/or debt securities, as
described more fully in each Fund's prospectus(es). Each Fund being asked to
vote on Proposal No. 2 invests or is authorized to invest in securities of
Japanese issuers.
Currently, Credit Suisse Asset Management Securities, Inc. ("CSAMSI")
and PFPC Inc. ("PFPC") serve as co-administrators to each of the Funds. CSAMSI's
address is 466 Lexington Avenue, New York, New York 10017-3147. PFPC has its
principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809. State
Street Bank and Trust Company ("State Street") serves as custodian for the U.S.
assets and non-U.S. assets for each of the Funds. State Street's principal
business address is 225 Franklin Street, Boston, Massachusetts 02110. CSAMSI, a
subsidiary of CSAM, is also the distributor of the shares of the Funds. It is
anticipated that State
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Street will replace PFPC as co-administrator to each Fund in mid-2002. THESE
SERVICE AGREEMENTS WILL NOT BE AFFECTED BY THE PROPOSED SUB-ADVISORY AGREEMENTS.
DESCRIPTION OF CURRENT INVESTMENT ADVISORY AGREEMENT
CSAM, a professional investment counseling firm, serves as each Fund's
investment adviser and is the institutional and mutual fund asset management arm
of Credit Suisse First Boston, and a wholly owned subsidiary of Credit Suisse
Group ("Credit Suisse"). Credit Suisse is a global financial services company,
providing a comprehensive range of banking and insurance products. The principal
business address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich,
Switzerland. CSAM is a diversified investment adviser managing global and
domestic equity and fixed income portfolios for retail investors as well as
institutional clients such as corporate pension and profit-sharing plans, state
pension funds, union funds, endowments and charitable institutions. Together
with its predecessor firms, CSAM has been engaged in the investment advisory
business for over 60 years. As of September 30, 2001, Credit Suisse Asset
Management companies managed approximately $[75] billion in the U.S. and $[268]
billion globally. Credit Suisse Asset Management has offices in 14 countries,
including CSAM, CSAM U.K. and CSAM Japan; other offices (such as those in
Budapest, Frankfurt, Milan, Moscow, Paris, Prague, Sydney, Warsaw and Zurich)
are not registered with the U.S. Securities and Exchange Commission.
Pursuant to the Investment Advisory Agreements with CSAM related to
each of the Funds (the "Advisory Agreements"), subject to the supervision and
direction of each Board, CSAM is responsible for managing each Fund in
accordance with the Fund's stated investment objective and policies. CSAM is
responsible for providing investment advisory services as well as conducting a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of a Fund's assets. In addition to expenses that CSAM may incur in
performing its services under the Advisory Agreements, CSAM pays the
compensation, fees and related expenses of all Directors who are affiliated
persons of CSAM or any of its subsidiaries and, if the Sub-Advisory Agreement is
approved by the shareholders of a Fund, will pay the sub-advisory fee to CSAM
U.K. and/or CSAM Japan, as the case may be. Each Fund pays all other expenses
incurred in its operations, including general administrative expenses.
Shown below is the date of each Advisory Agreement, the date each
Advisory Agreement was last submitted to a vote of the shareholders and the
purpose of such submission. Each Advisory Agreement was last submitted to
shareholders prior to its becoming effective, as required by the 1940 Act.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Credit Suisse Fund Date of Advisory Agreement Date last approved by Purpose of last submission
shareholders to shareholders
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Global Post-Venture Capital July 6, 1999 May 21, 1999 in connection with Credit
Fund Suisse's acquisition of
Warburg Pincus Asset
Management, Inc. (the
"Acquisition")
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Credit Suisse Fund Date of Advisory Agreement Date last approved by Purpose of last submission
shareholders to shareholders
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Institutional International July 20, 1998 July 20, 1998 in connection with the
Fund organization of the Fund
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Global Financial Services Fund May 1, 2000 May 1, 2000 in connection with the
organization of the Fund
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Global Health Sciences Fund July 6, 1999 May 21, 1999 in connection with the
Acquisition
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
International Focus Fund July 6, 1999 May 21, 1999 in connection with the
Acquisition
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Global Fixed Income Fund July 6, 1999 May 21, 1999 in connection with the
Acquisition
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Global Technology Fund October 26, 1998 October 26, 1998 in connection with
organization of the Fund
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International Fund Portfolio March 23, 2001 March 23, 2001 in connection with
(Opportunity Funds) Credit Suisse's acquisition
of Donaldson, Lufkin &
Jenrette
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Japan Growth Fund July 6, 1999 May 21, 1999 in connection with the
Acquisition
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International Focus Portfolio July 6, 1999 May 21, 1999 in connection with the
(Institutional Fund) Acquisition
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International Focus Portfolio July 6, 1999 May 21, 1999 in connection with the
(Trust) Acquisition
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Global Technology Portfolio November 16, 2000 November 16, 2000 in connection with the
(Trust) organization of the Fund
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Global Post-Venture Capital July 6, 1999 May 21, 1999 in connection with the
Portfolio (Trust) Acquisition
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
As compensation for its services to the Funds, CSAM receives
compensation as a percentage of the average daily net assets of each Fund.
APPENDIX D sets forth the fees and total compensation paid to CSAM in the
indicated fiscal years.
As noted above, CSAMSI serves as co-administrator to each of the Funds.
CSAMSI provides shareholder liaison services to the Funds and performs other
services, such as certain executive and administrative services, and furnishing
certain corporate secretarial services. As
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compensation for its administrative services to the Funds, CSAMSI receives
compensation as a percentage of the average daily net assets of each Fund and
was paid the fees as indicated on APPENDIX E.
Each of the Funds (other than Credit Suisse Institutional International
Fund, the International Focus Portfolio of Credit Suisse Institutional Fund and
the International Focus, Global Technology and Global Post-Venture Capital
Portfolios of Credit Suisse Trust) has adopted one or more distribution plans
pursuant to Rule 12b-1 under the 1940 Act, under which CSAMSI provides
distribution and other services related to one or more classes of such Funds. As
compensation for such services, CSAMSI is paid a fee (a "12b-1 fee") which
varies based on the class of shares involved. CSAMSI is paid the following
annual rates of the average daily net assets of the respective classes of those
Funds that have 12b-1 plans:
Class of shares: Common Advisor Institutional A B C
------ ------- ------------- - - -
Fee: .25% .50%* None .25% 1.00% 1.00%
- ------------
* Maximum 12b-1 fee payable on Advisor Class shares is .75% of average daily
net assets.
Not all Funds have issued all of the above classes. Each of the Funds that have
issued common class shares and that have adopted one or more distribution plans
pursuant to Rule 12b-1 charge a 12b-1 fee with respect to the common class
shares (other than Global Fixed Income Fund). Refer to APPENDIX E for a schedule
of fees paid to CSAMSI as co-administrator and distributor.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENTS ARE APPROVED, CSAM
WILL CONTINUE TO SERVE AS INVESTMENT ADVISER TO THE FUNDS PURSUANT TO THE
ADVISORY AGREEMENTS AND CSAMSI WILL CONTINUE TO PROVIDE ADMINISTRATIVE AND
DISTRIBUTION SERVICES TO THE FUNDS.
DESCRIPTION OF CURRENT SUB-ADVISORY AGREEMENTS
Pursuant to the Advisory Agreements, CSAM is authorized to appoint
sub-advisers and delegate certain of its responsibilities to the appointed
sub-advisers.
CSAM U.K.
The following Funds have entered into a sub-advisory agreement with
CSAM U.K. The schedule below sets forth the date of the existing sub-advisory
agreement with CSAM U.K., the date it was last submitted to a vote of
shareholders and the purpose of such submission. Also included is the rate of
compensation and aggregate fees paid to CSAM U.K., which amounts are paid by
CSAM and not by the Funds.
-8-
- --------------------- ------------------- -------------------- ------------------- ----------------
CREDIT SUISSE FUND DATE OF DATE LAST APPROVED PURPOSE OF LAST AGGREGATE FEE
SUB-ADVISORY BY SHAREHOLDERS SUBMISSION TO PAYABLE
AGREEMENT SHAREHOLDERS
- --------------------- ------------------- -------------------- ------------------- ----------------
Global Financial May 1, 2000 May 1, 2000 in connection 0
Services Fund with organization
of the Fund
- --------------------- ------------------- -------------------- ------------------- ----------------
Global Health July 14, 2000 July 14, 2000 in connection $359,210
Sciences Fund with organization
of the Fund
- --------------------- ------------------- -------------------- ------------------- ----------------
Global Technology July 14, 2000 July 14, 2000 in connection $1,160,518
Fund with organization
of the Fund
- --------------------- ------------------- -------------------- ------------------- ----------------
Global Technology November 16, 2000 November 16, 2000 in connection 0
Portfolio (Trust) with organization
of the Fund
- --------------------- ------------------- -------------------- ------------------- ----------------
The rate of compensation payable to CSAM U.K. under each of the current
sub-advisory agreements is an annual fee equal to 50% of the net quarterly
amount (after fee waivers and reimbursements) received by CSAM as investment
adviser.
The terms of the current sub-advisory agreements entered into with CSAM
U.K., are substantially the same as under the proposed Sub-Advisory Agreements,
except for the representations and warranties made by the Funds and the fees
payable. For a summary of the terms of the proposed Sub-Advisory Agreements and
general information about CSAM U.K., please see the discussions below titled,
respectively, "Description of Proposed Sub-Advisory Agreements" and "Information
about CSAM U.K."
Abbott Capital Management
The Global Post-Venture Capital Portfolio of Credit Suisse Trust and
Credit Suisse Global Post-Venture Capital Fund utilize Abbott Capital
Management, L.L.C. ("Abbott") as sub-investment adviser, pursuant to respective
sub-advisory agreements, [each dated] July 6, 1999 respectively. Abbott is
located at 1330 Avenue of the Americas, Suite 2800, New York, NY 10019. Such
sub-advisory agreements were last submitted to a vote of shareholders of the two
Funds on May 21, 1999 in connection with Credit Suisse's acquisition of
Warburg Pincus Asset Management, Inc. Abbott, in accordance with the investment
objective and policies of the Global Post-Venture Capital Portfolio of Credit
Suisse Trust and Credit Suisse Global Post-Venture Capital Fund, makes
investment decisions for the Portfolio and Fund regarding investments in private
investment funds ("Private Funds"), effects transactions in interests in Private
Funds on behalf of the Portfolio and Fund and assists in administrative
functions relating to investments in Private Funds. Abbott is an independent
specialized investment firm with assets under management of approximately $5.28
billion. Abbott receives a fee, payable by CSAM calculated at an annual rate of
1.00% of the Portfolio's or Fund's average daily net assets
-9-
invested in Private Funds. The aggregate fee payable to Abbott by CSAM with
respect to the Portfolio and the Fund in the last fiscal year was $2,294 and
$17,960, respectively.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENTS ARE APPROVED, CSAM
U.K. AND ABBOTT WILL CONTINUE TO SERVE AS SUB-INVESTMENT ADVISERS TO THE FUNDS
THEY CURRENTLY SERVE PURSUANT TO THEIR SUB-INVESTMENT ADVISORY AGREEMENTS.
DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENTS
Subject to the supervision of CSAM, each Sub-Advisory Agreement
requires the relevant Subadviser, in the exercise of its best judgment, to
provide investment advisory assistance and portfolio management advice to a Fund
in accordance with the Articles of Incorporation or Declaration of Trust
applicable to the Fund, as may be amended from time to time, the Fund's
Prospectus(es) and Statement(s) of Additional Information, as from time to time
in effect, and in such manner and to such extent as may from time to time be
approved by the Board.
In connection with the Sub-Advisory Agreement, CSAM U.K. or CSAM Japan,
as the case may be, will, subject to the supervision and direction of CSAM:
(1) manage that portion of the relevant Fund's assets designated by
CSAM from time to time (the "Assets") or furnish recommendations
to manage the Assets in accordance with the Fund's investment
objective and policies;
(2) make investment decisions or recommendations with respect to the
Assets;
(3) if requested by CSAM place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(4) exercise voting rights with respect to the Assets if requested by
CSAM; and
(5) furnish CSAM and the Fund's Board with such periodic and special
reports as the Fund or CSAM may reasonably request.
In connection with the performance of services under a Sub-Advisory
Agreement, a Subadviser may contract at their own expense with third parties for
the acquisition of research, clerical services and other administrative services
that would not require such parties to be required to register as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"); provided that the Subadviser remains liable for the performance of its
duties.
The services of a Subadviser under each proposed Sub-Advisory Agreement
are not exclusive. Each Subadviser has the right to provide similar services to
other investment companies or to engage in other activities, provided that those
activities do not adversely affect their ability to perform their services under
the Sub-Advisory Agreements.
Each Sub-Advisory Agreement will terminate automatically in the event
of its assignment. In addition, it may be terminated by CSAM or the relevant
Subadviser upon 60 days' written notice to the other parties; or with respect to
a Fund, upon the vote of a majority of
-10-
the Board or a majority of the outstanding voting securities of the Fund, upon
60 days' written notice to CSAM or the relevant Subadviser.
In consideration of the services rendered pursuant to the Sub-Advisory
Agreements, CSAM will pay each Subadviser an aggregate fee of $250,000 per annum
(the "Total Fee"). The Total Fee shall be an aggregate fee paid for services
rendered with respect to all Credit Suisse Funds for which the Subadviser has
been appointed as such and which CSAM and the Sub-Adviser agree will be governed
by this fee schedule, and may be amended from time to time upon the mutual
agreement of the parties upon notice to shareholders. A quarter of the Total Fee
is payable in U.S. dollars in arrears on the last day of each calendar quarter.
The fee for the first period during which the Sub-Advisory Agreement is in
effect shall be pro-rated for the portion of the calendar quarter that the
Sub-Advisory Agreement is in effect.
CSAM PAYS CSAM U.K. AND/OR CSAM JAPAN, AS THE CASE MAY BE, THE
SUB-ADVISORY FEE. NEITHER CSAM U.K. NOR CSAM JAPAN HAS A RIGHT TO OBTAIN
COMPENSATION DIRECTLY FROM A FUND FOR SERVICES PROVIDED UNDER THE SUB-ADVISORY
AGREEMENT AND MUST LOOK SOLELY TO CSAM FOR PAYMENT OF FEES DUE.
INFORMATION ABOUT CSAM U.K.
CSAM U.K. is a corporation organized under the laws of England
in 1982 and is registered as an investment adviser under the Advisers Act. The
principal executive office of CSAM U.K. is Beaufort House, 15 St. Botolph
Street, London EC3A 7JJ, England. CSAM U.K. is a diversified asset manager,
handling global equity, balanced, fixed income and derivative securities
accounts for other investment companies, corporate pension and profit-sharing
plans, state pension funds, union funds, endowments and other charitable
institutions. CSAM U.K. has been in the money management business for over 16
years and currently manages approximately $32.2 billion in assets.
CSAM U.K. is a wholly owned subsidiary of Credit Suisse Asset
Management (U.K.) Holding Limited ("CSAM Holding"). CSAM Holding is an indirect
wholly owned subsidiary of Credit Suisse First Boston, the parent company of the
Funds' investment adviser, CSAM. Credit Suisse First Boston is located at
Paradeplatz 8, 8001 Zurich, Switzerland. CSAM Holding is located at the address
of CSAM U.K.
CSAM U.K. is governed by a Board of Directors. Subject to the
overall authority of the Board of Directors, the day-to-day affairs of CSAM U.K.
are managed by an Executive Committee. The names and principal occupations of
the directors and principal executive officers of CSAM U.K. are set forth below.
Each of these persons may be contacted c/o Credit Suisse Asset Management
Limited, Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England.
- ---------------------------------------- -------------------------------------- --------------------------------------
NAME CURRENT POSITION WITH CSAM U.K. OTHER CURRENT PRINCIPAL OCCUPATIONS
- ---------------------------------------- -------------------------------------- --------------------------------------
Joseph Gallagher Director; Chief Executive Officer; Chief Financial Officer, CSAM Global
Managing Director
- ---------------------------------------- -------------------------------------- --------------------------------------
-11-
- ---------------------------------------- -------------------------------------- --------------------------------------
NAME CURRENT POSITION WITH CSAM U.K. OTHER CURRENT PRINCIPAL OCCUPATIONS
- ---------------------------------------- -------------------------------------- --------------------------------------
Glenn Wellman Director; Chief Operating Officer; Chief Operating Officer, CSAM Europe
Managing Director (ex-Switzerland)
- ---------------------------------------- -------------------------------------- --------------------------------------
Robert J. Parker Director; Managing Director; Deputy Co-Head Global Institutional
Chairman Business Development, CSAM Group
- ---------------------------------------- -------------------------------------- --------------------------------------
Ian Chimes Director; Managing Director Executive Officer of CSAM Funds
(U.K.) Ltd.
- ---------------------------------------- -------------------------------------- --------------------------------------
Dilip Rasgotra Director; Managing Director Head of Global Fixed Income,
Chairman of Investment Policy Group,
CSAM Group
- ---------------------------------------- -------------------------------------- --------------------------------------
Simon Boote Director; Managing Director Head of Institutional Marketing,
CSAM Europe (ex-Switzerland)
- ---------------------------------------- -------------------------------------- --------------------------------------
Stephen Goldman Director; Managing Director Head of Equities, CSAM Europe
(ex-Switzerland)
- ---------------------------------------- -------------------------------------- --------------------------------------
The following chart sets forth information with respect to other mutual
funds that have entered into a sub-advisory agreement with CSAM U.K. with an
investment objective similar to the investment objective of any of the Funds
voting on Proposal No. 1. The rate of compensation payable to CSAM U.K. for the
four Credit Suisse Funds is set forth above under "Description of Current
Sub-Advisory Agreements - CSAM U.K."
- ------------------------------------------ --------------------------------------------------------- ----------------
CREDIT SUISSE FUND INVESTMENT OBJECTIVE SIZE OF FUND *
- ------------------------------------------ --------------------------------------------------------- ----------------
Global Financial Services Fund, Inc. capital appreciation $1,732,000
- ------------------------------------------ --------------------------------------------------------- ----------------
Global Health Sciences Fund, Inc. capital appreciation $78,969,000
- ------------------------------------------ --------------------------------------------------------- ----------------
Global Technology Fund, Inc. long-term appreciation of capital $109,624,000
- ------------------------------------------ --------------------------------------------------------- ----------------
Global Technology Portfolio (Trust) long-term appreciation of capital $2,675,000
- ------------------------------------------ --------------------------------------------------------- ----------------
* Net assets as of February 22, 2002
-12-
INFORMATION ABOUT CSAM JAPAN
CSAM Japan is a corporation organized under the laws of Japan in 1993
and is licensed as an investment adviser under the Japanese Investment Advisory
Law and as an investment trust manager under the Japanese Trust Law. CSAM Japan
is also registered as an investment adviser under the Advisers Act. The
principal executive office of CSAM Japan is Shiroyama JT Mori Bldg. 3-1,
Toronomon 4-Chome, Minato-Ku, Tokyo 105-6026 Japan. CSAM Japan is a diversified
asset manager, handling global equity, balanced, fixed income and derivative
securities accounts for other investment companies, corporate pension and
profit-sharing plans, state pension funds, union funds, endowments and other
charitable institutions. CSAM Japan and its predecessor company has been in the
money management business for over 16 years and currently manages approximately
$2.92 billion in assets.
CSAM Japan is a wholly owned subsidiary of Credit Suisse First Boston.
Credit Suisse First Boston is a wholly owned subsidiary of Credit Suisse, the
indirect parent company of the Funds' investment adviser, CSAM. Credit Suisse
First Boston is located at Uetlibergstrasse 231, Uetlihof 1 CH-8045 Zurich,
Switzerland. Credit Suisse is located at Paradeplatz 8, 8001 Zurich,
Switzerland.
CSAM Japan is governed by a Board of Directors. Subject to the overall
authority of the Board of Directors, the day-to-day affairs of CSAM Japan are
managed by directors and heads of departments. The names and principal
occupations of the directors and principal executive officers of CSAM Japan are
set forth below. Each of these persons may be contacted c/o Credit Suisse Asset
Management Limited, Shiroyama JT Mori Bldg. 3-1, Toronomon 4-Chome, Minato-Ku,
Tokyo 105-6026 Japan.
- ---------------------------------------- -------------------------------------- --------------------------------------
NAME CURRENT POSITION WITH CSAM JAPAN OTHER CURRENT PRINCIPAL OCCUPATIONS
- ---------------------------------------- -------------------------------------- --------------------------------------
Toshio Fukuda CEO and Representative Director N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Mitsunori Yamazumi Director N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Hiroshi Kimura Director N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Takayoshi Nishikwawa Director N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Yoichi Hirao Director N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Heinrich Hans Wegmann Director Credit Suisse First Boston, division
Credit Suisse Asset Management,
Zurich
CEO (Switzerland) and Member of the
Executive Board
- ---------------------------------------- -------------------------------------- --------------------------------------
Ryuzo Yamashita Statutory Auditor N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
Osamu Tsukada Statutory Auditor Leo Consulting
- ---------------------------------------- -------------------------------------- --------------------------------------
Osamu Hirakawa Statutory Auditor Attorney at Law, Anderson Mori
- ---------------------------------------- -------------------------------------- --------------------------------------
Chikara Higuchi Fund Manager N.A.
- ---------------------------------------- -------------------------------------- --------------------------------------
-13-
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR PROPOSAL NOS. 1 AND 2.
-14-
* * * * * * * * * * * * *
ADDITIONAL INFORMATION
GENERAL
The costs of the Special Meeting (estimated at $[________] including
the cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and Proxy Statement and all other costs incurred in connection with the
solicitation of proxies) will be paid entirely by CSAM, and its affiliates (and
not by any Fund). The principal solicitation of proxies will be by the mailing
of this joint proxy statement, but proxies may also be solicited by telephone
and/or in person by representatives of a Fund and regular employees of CSAM or
its affiliates. Such representatives and employees will not receive additional
compensation for solicitation activities.
CSAM has retained the services of D.F. King & Co., Inc. (the "Agent")
to assist in the solicitation of proxies. As the Special Meeting date
approaches, shareholders may receive a telephone call from a representative of
the Agent if their vote has not yet been received. Authorization to permit the
Agent to execute proxies may be obtained by telephonic or electronic transmitted
instructions from shareholders of each Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Board believes that these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote and the
shareholder's voting instructions are accurately determined.
In all cases where a telephonic proxy is solicited, the Agent's
representative is required to ask for each shareholder's full name, address,
last four digits of the shareholder's social security or tax identification
number, title of the person and whether such person is authorized to direct the
voting of such shares (if an entity), the number of shares owned, if known, and
to confirm that the shareholder has received the proxy statement and proxy card
in the mail. If the information solicited agrees with the information provided
to the Agent, then the Agent representative has the responsibility to explain
the process, read the proposal listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The Agent's representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. The Agent will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter by first class mail confirming his or her vote and asking the
shareholder to call the Agent immediately if his or her votes are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, by fax or by the Internet,
the shareholder may still submit the proxy card originally sent with the proxy
statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact the
Agent toll-free at 1-800-714-3312. Any proxy given by a shareholder, whether in
writing, by telephone, by fax or by the Internet, is revocable.
-15-
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the relevant Fund, c/o
Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017,
the time period before any such meeting specified in the Fund's charter and/or
by-laws. The timely submission of a proposal does not guarantee its inclusion.
OTHER BUSINESS
Management knows of no business to be presented to the Special Meeting
other than the matters set forth in this combined Proxy Statement, but should
any other matter requiring the vote of shareholders arise, the proxies will vote
thereon according to their best judgment in the interests of a Fund.
By Order of the Board of Directors,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
New York, New York
March __, 2002
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
ANNUAL REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON
REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUNDS BY CALLING
800-927-2874 OR BY WRITING TO CREDIT SUISSE FUNDS, P.O. BOX 9030, BOSTON,
MASSACHUSETTS 02205-9030.
-16-
APPENDIX A
A-1
CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-2
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-3
CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-4
CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-5
CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-6
CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-7
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-8
CREDIT SUISSE OPPORTUNITY FUNDS
(International Fund Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-9
CREDIT SUISSE JAPAN GROWTH FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-10
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(International Focus Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-11
CREDIT SUISSE TRUST
(International Focus Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-12
CREDIT SUISSE TRUST
(Global Technology Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
OWNED OF RECORD OUTSTANDING (CLASS)
NAME AND ADDRESS
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-13
CREDIT SUISSE TRUST
(Global Post-Venture Capital Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-14
APPENDIX B
B-1
SECURITY OWNERSHIP OF MANAGEMENT
NUMBER OF SHARES BENEFICIALLY PERCENT OF SHARES
OWNED OUTSTANDING BY CLASS
NAME OF DIRECTOR/ NAME OF CREDIT BY CLASS (1)
EXECUTIVE OFFICER TITLE SUISSE FUND COMMON A B C COMMON A B C
- ------------------ ------------------ ------------------- -------- ----- --- --- -------- --- --- ---
James Pasman Director Institutional
International
Richard Francis Director Global
Post-Venture
Capital
Jack Fritz Director International Focus
Steven Rappaport Director Global Technology
Director Global Fixed Income
Director Japan Growth
Director Global
Post-Venture
Capital
Director Global Health
Sciences
Director International Focus
Director Global Technology
Jeffrey Garten Director Global Technology
Michael Pignataro Treasurer, Chief Global Technology
Financial Officer Portfolio of Trust
(1) The information as to beneficial ownership is based on statements
furnished to the Funds by each director and executive officer. Each individual
listed above has sole voting and investment power with respect to shares deemed
to be beneficially owned by him/her, except in certain circumstances where the
individual may share voting and investment power with spouse and/or other
immediate family members.
B-2
APPENDIX C
C-1
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
[For CSAM U.K. and CSAM Japan]
________, 2002
Credit Suisse Asset Management Limited
[For CSAM U.K.]
Beaufort House
15 St. Botolph Street
London EC3A 7JJ
[For CSAM Japan]
3-1 Toranomon 4-chome, Minato-ku,
Tokyo Japan.
Dear Sirs:
Credit Suisse [insert name] Fund, Inc. (the "Fund"), [a
corporation organized and existing under the laws of the State of Maryland,] [a
business trust organized under the laws of the Commonwealth of Massachusetts,]
and Credit Suisse Asset Management, LLC, as investment adviser to the Fund
("CSAM"), herewith confirms their agreement with Credit Suisse Asset Management
Limited (the "Sub-Adviser"), a corporation organized under the laws of England,
as follows:
1. Investment Description; Appointment
-----------------------------------
The Fund desires to employ the capital of the Fund by
investing and reinvesting in securities of the kind and in accordance with the
limitations specified in the Fund's [Articles of Incorporation] [Agreement and
Declaration of Trust], as may be amended from time to time (the "Articles of
Incorporation")] [(the "Agreement and Declaration of Trust")], and in the Fund's
Prospectus(es) and Statement(s) of Additional Information, as from time to time
in effect (the "Prospectus" and "SAI," respectively), and in such manner and to
such extent as may from time to time be approved by the Board of [Directors]
[Trustees] of the Fund. Copies of the Prospectus, SAI and [Articles of
Incorporation] [Agreement and Declaration of Trust] have been or will be
submitted to the Sub-Adviser. The Fund agrees to promptly provide the
Sub-Adviser copies of all amendments to the Prospectus and SAI on an on-going
basis. The Fund employs CSAM as its investment adviser. CSAM desires to employ
and hereby appoints the Sub-Adviser to act as its sub-investment adviser upon
the terms set forth in this Agreement. The Sub-Adviser
C-1
accepts the appointment and agrees to furnish the services set forth below for
the compensation provided for herein.
2. Services as Sub-Investment Adviser
----------------------------------
(a) Subject to the supervision and direction of CSAM, the Sub-Adviser will
provide investment advisory and portfolio management advice to all or that
portion of the Fund's assets designated by CSAM from time to time (the "Assets")
in accordance with (a) the [Articles of Incorporation] [Agreement and
Declaration of Trust], (b) the Investment Company Act of 1940, as amended (the
"1940 Act"), and the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and all applicable Rules and Regulations of the Securities and Exchange
Commission (the "SEC") and all other applicable laws and regulations, and (c)
the Fund's investment objective and policies as stated in the Prospectus and SAI
and investment parameters provided by CSAM from time to time. In connection
therewith, the Sub-Adviser will:
(i) manage the Assets or furnish recommendations to manage the Assets
in accordance with the Fund's investment objective and policies;
(ii) make investment decisions or recommendations with respect to the
Assets;
(iii) if requested by CSAM will place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(iv) exercise voting rights with respect to the Assets if requested by
CSAM; and
(v) furnish CSAM and the Fund's Board of [Directors] [Trustees] with
such periodic and special reports as the Fund or CSAM may reasonably
request.
In providing those services, the Sub-Adviser will, if requested by CSAM,
provide investment research and supervision of the Assets and conduct a
continued program of investment, evaluation and, if appropriate, sale and
reinvestment of the Assets.
(b) In connection with the performance of the services of the Sub-Adviser
provided for herein, the Sub-Adviser may contract at its own expense with third
parties for the acquisition of re search, clerical services and other
administrative services that would not require such parties to be required to
register as an investment adviser under the Advisers Act; provided that the
Sub-Adviser shall remain liable for the performance of its duties hereunder.
3. Execution of Transactions
-------------------------
(a) In executing transactions for the Assets, selecting brokers or dealers
and negotiating any brokerage commission rates, the Sub-Adviser will use its
best efforts to seek best execution. In assessing best execution available for
any portfolio transaction, the Sub-Adviser will consider all factors it deems
relevant including, but not limited to, the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the
C-2
broker or dealer and the reasonableness of any commission for the specific
transaction and for transactions executed through the broker or dealer in the
aggregate. In selecting brokers or dealers to execute a particular transaction
and in evaluating the best overall terms available, to the extent that the
execution and price offered by more than one broker or dealer are comparable the
Sub-Adviser may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the
Sub-Adviser or CSAM.
(b) It is understood that the services of the Sub-Adviser are not
exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from
providing similar services to other investment companies or from engaging in
other activities, provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this Agreement. The
Fund and CSAM further understand and acknowledge that the persons employed by
the Sub-Adviser to assist in the performance of its duties under this Agreement
will not devote their full time to that service. Nothing contained in this
Agreement will be deemed to limit or restrict the right of the Sub-Adviser or
any affiliate of the Sub-Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature, provided that
doing so does not adversely affect the ability of the Sub-Adviser to perform its
services under this Agreement.
(c) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as of other investment
advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent
permitted by applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Fund recognizes that the effect of the aggregation may
operate on some occasions to the Fund's advantage or disadvantage. The
Sub-Adviser shall provide to CSAM and the Fund all information reasonably
requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser
regarding allocation of securities purchased or sold, as well as the expenses
incurred in a transaction, among the Fund and the Sub-Adviser's other investment
advisory clients.
(d) In connection with the purchase and sale of securities for the Fund,
the Sub-Adviser will provide such information as may be reasonably necessary to
enable the custodian and co-administrators to perform their administrative and
recordkeeping responsibilities with respect to the Fund.
4. Disclosure Regarding the Sub-Adviser
------------------------------------
(a) The Sub-Adviser has reviewed the disclosure about the Sub-Adviser
contained in the Fund's registration statement and represents and warrants that,
with respect to such disclosure about the Sub-Adviser or information related,
directly or indirectly, to the Sub-Adviser, such registration statement
contains, as of the date hereof, no untrue statement of any material fact and
does not omit any statement of a material fact which is required to be stated
therein or necessary to make the statements contained therein not misleading.
C-3
(b) The Sub-Adviser agrees to notify CSAM and the Fund promptly of (i) any
statement about the Sub-Adviser contained in the Fund's registration statement
that becomes untrue in any material respect, (ii) any omission of a material
fact about the Sub-Adviser in the Fund's registration statement which is
required to be stated therein or necessary to make the statements contained
therein not misleading, or (iii) any reorganization or change in the
Sub-Adviser, including any change in its ownership or key employees.
(c) Prior to the Fund or CSAM or any affiliated person (as defined in the
1940 Act, an "Affiliate") of either using or distributing sales literature or
other promotional material referring to the Sub-Adviser ("Promotional
Material"), the Fund or CSAM, where applicable, shall forward such material to
the Sub-Adviser and shall allow the Sub-Adviser reasonable time to review the
material. The Sub-Adviser will not act unreasonably in its review of Promotional
Material and the Fund or CSAM, where applicable, will use all reasonable efforts
to ensure that all Promotional Material used or distributed by or on behalf of
the Fund or CSAM will comply with the requirements of the Advisers Act, the 1940
Act and the rules and regulations promulgated thereunder.
(d) The Sub-Adviser has supplied CSAM and the Fund copies of its Form ADV
with all exhibits and attachments thereto and will hereinafter supply CSAM and
the Fund, promptly upon preparation thereof, copies of all amendments or
restatements of such document.
5. Representations and Warranties
------------------------------
5.1 The Sub-Adviser represents and warrants that:
(a) it is a duly registered investment adviser under the Advisers Act, a
duly registered investment adviser in any and all states of the United States in
which the Sub-Adviser is required to be so registered and has obtained all
necessary licenses and approvals in order to perform the services provided in
this Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement.
(b) it has read and understands the Prospectus and SAI and warrants that in
investing the Fund's assets it will use all reasonable efforts to adhere to the
Fund's investment objectives, policies and restrictions contained therein.
(c) it has adopted a written Code of Ethics in compliance with Rule 17j-1
under the 1940 Act and will provide the Fund with any amendments to such Code.
5.2 The Fund represents and warrants that:
(a) it has full power to enter into the terms of this Agreement and to
enter into transactions contemplated by this Agreement and that its entry into
the Agreement nor the exercise by the Sub-Adviser of its discretions or powers
under this Agreement will result in any default under any contract or other
agreement or instrument to which the Fund is a party, or any statute or rule,
regulation or order of any governmental agency or body applicable to the Fund.
C-4
(b) information which has been provided to the Sub-Adviser in relation to
the Fund's status, residence and domicile for taxation purposes is complete and
correct, and the Fund agrees to provide any further information properly
required by any competent authority.
(c) it will notify the Sub-Adviser promptly if there is any material change
in any of the above information and will provide such other relevant information
as the Sub-Adviser may reasonably request in order to fulfill its regulatory and
contractual obligations. The Fund acknowledges that a failure to provide such
information may adversely affect the quality of the services that the
Sub-Adviser may provide.
5.3 CSAM represents and warrants that:
it has full power to enter into the terms of this Agreement and to enter into
transactions contemplated by this Agreement and that neither its entry into the
Agreement nor the exercise by the Sub-Adviser of its discretions or powers under
this Agreement will result in any default under any contract or other agreement
or instrument to which CSAM is a party, or any statute or rule, regulation or
order of any governmental agency or body applicable to CSAM.
6. Compliance
----------
(a) The Sub-Adviser agrees that it shall promptly notify CSAM and the Fund
(i) in the event that the SEC or any other regulatory authority has censured its
activities, functions or operations; suspended or revoked its registration as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions, (ii) in the event that there is a change in the
Sub-Adviser, financial or otherwise, that adversely affects its ability to
perform services under this Agreement or (iii) upon having a reasonable basis
for believing that, as a result of the Sub-Adviser's investing the Fund's
assets, the Fund's investment portfolio has ceased to adhere to the Fund's
investment objectives, policies and restrictions as stated in the Prospectus or
SAI or is otherwise in violation of applicable law.
(b) CSAM agrees that it shall promptly notify the Sub-Adviser in the event
that the SEC has censured CSAM or the Fund; placed limitations upon any of their
activities, functions or operations; suspended or revoked CSAM's registration as
an investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions.
(c) The Fund and CSAM shall be given access to the records with respect to
the Fund of the Sub-Adviser at reasonable times solely for the purpose of
monitoring compliance with the terms of this Agreement and the rules and
regulations applicable to the Sub-Adviser relating to its providing investment
advisory services to the Fund, including without limitation records relating to
trading by employees of the Sub-Adviser for their own accounts and on behalf of
other clients. The Sub-Adviser agrees to cooperate with the Fund and CSAM and
their representatives in connection with any such monitoring efforts.
7. Books and Records
-----------------
(a) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees that all records which it maintains for the Fund are
the property of
C-5
the Fund and further agrees to surrender promptly to the Fund any of such
records upon request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act and to preserve the records required
by Rule 204-2 under the Advisers Act for the period specified therein.
(b) The Sub-Adviser hereby agrees to furnish to regulatory authorities having
the requisite authority any information or reports in connection with services
that the Sub-Adviser renders pursuant to this Agreement which may be requested
in order to ascertain whether the operations of the Fund are being conducted in
a manner consistent with applicable laws and regulations.
8. Provision of Information; Proprietary and Confidential Information
------------------------------------------------------------------
(a) CSAM agrees that it will furnish to the Sub-Adviser information related
to or concerning the Fund that the Sub-Adviser may reasonably request.
(b) The Sub-Adviser agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information relative to the Fund, CSAM and prior, present or potential
shareholders and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder except after prior
notification to and approval in writing of the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Sub-Adviser may be
exposed to civil or criminal contempt proceedings for failure to comply or when
requested to divulge such information by duly constituted authorities.
(c) The Sub-Adviser represents and warrants that neither it nor any
affiliate will use the name of the Fund, CSAM or any of their affiliates in any
prospectus, sales literature or other material in any manner without the prior
written approval of the Fund or CSAM, as applicable.
9. Standard of Care
----------------
The Sub-Adviser shall exercise its best judgment in rendering the services
described herein. The Sub-Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund or CSAM in connection
with the matters to which this Agreement relates, except that the Sub-Adviser
shall be liable for a loss resulting from a breach of fiduciary duty by the
Sub-Adviser with respect to the receipt of compensation for services; provided
that nothing herein shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to the Fund or CSAM or to shareholders of the
Fund to which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Sub-Adviser's reckless disregard of its obligations
and duties under this Agreement. The Fund and CSAM understand and agree that the
Sub-Adviser may rely upon information furnished to it reasonably believed by the
Sub-Adviser to be accurate and reliable and, except as herein provided, the
Sub-Adviser shall not be accountable for loss suffered by the Fund by reason of
such reliance of the Sub-Adviser.
C-6
10. Compensation
------------
In consideration of the services rendered pursuant to this Agreement, CSAM
will pay the Sub-Adviser such amounts as the parties may agree upon from time to
time as set forth on Schedule A, as amended from time to time.
11. Expenses
--------
(a) The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement, which shall not include the
Fund's expenses listed in paragraph 11(b).
(b) The Fund will bear certain other expenses to be incurred in its
operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Directors of the Fund
who are not officers, directors, or employees of CSAM or the Sub-Adviser or
affiliates of any of them; fees of any pricing service employed to value shares
of the Fund; SEC fees, state Blue Sky qualification fees and any foreign
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of [Directors] [Trustees]
of the Fund; and any extraordinary expenses.
12. Term of Agreement
-----------------
This Agreement shall commence on the date first written above and shall
continue for an initial two-year period commencing on the date first written
above, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(a) the Board of [Directors] [Trustees] of the Fund or (b) a vote of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the Board of [Directors] [Trustees] who are not "interested persons"
(as defined the 1940 Act) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, (i) by CSAM on 60 (sixty) days' written notice
to the Fund and the Sub-Adviser, (ii) by the Board of [Directors] [Trustees] of
the Fund or by vote of holders of a majority of the Fund's shares on 60 (sixty)
days' written notice to CSAM and the Sub-Adviser, or (iii) by the Sub-Adviser
upon 60 (sixty) days' written notice to the Fund and CSAM. This Agreement will
also terminate automatically in the event of its assignment (as defined in the
1940 Act) by any party hereto. In the event of termination of this Agreement for
any reason, all records relating to the Fund kept by the Sub-Adviser shall
promptly be returned to CSAM or the Fund, free from any claim or retention of
rights in such records by the Sub-Adviser. In the event this Agreement is
terminated or is not approved in the foregoing manner, the provisions contained
in paragraph numbers 4(c), 7, 8 and 9 shall remain in effect.
C-7
13. Amendments
----------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (a) the holders of a majority of the outstanding voting
securities of the Fund and (b) the Board of [Directors] [Trustees] of the Fund,
including a majority of Directors who are not "interested persons" (as defined
in the 1940 Act) of the Fund or of either party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such approval, if
such approval is required by applicable law.
14. Notices
-------
14.1 All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, 15
St. Botolph Street, London EC3A 7JJ (Attention: David Collins), telephone:
44-20-7426-2795, telecopy: 44-20-7426-2799, (b) if to CSAM, to Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York
10017-3147 (Attention: Hal Liebes), telephone: (212) 875-3779, telecopy:
(646) 658-0817, and (c) if to the Fund, c/o Credit Suisse Funds, 466
Lexington Avenue, New York, New York 10017-3147, telephone: (212) 878-0600,
telecopy: (212) 878-9351 (Attention: President).
14.2 The Sub-Adviser may rely on, and act without further enquiry
upon, any instruction, notice or request of any person(s) who is or who the
Sub-Adviser reasonably believes in good faith to be person(s) designated by
CSAM or the Fund to give such instruction, notice or request, and further
provided that such instruction, notice or request is made in writing and
sent by original signed letter, facsimile or electronic means in accordance
with the provisions of Clause 14.1.
14.3 CSAM and the Fund will provide a list of person(s) who are
authorized to give instructions and sign documents and take other actions
in respect of the Assets. CSAM or the Fund shall notify the Sub-Adviser
promptly of any amendment to such list and provide specimen signatures of
new signatories, and the Sub-Adviser shall accept any such amendments.
15. Choice of Law
-------------
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York in the United States, including choice of law
principles; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or any applicable rules,
regulations or orders of the SEC.
C-8
16. Miscellaneous
-------------
(a) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions herein or otherwise affect their
construction or effect.
(b) If any provision of this Agreement shall be held or made invalid by a
court decision, by statute or otherwise, the remainder of this Agreement shall
not be affected thereby and, to this extent, the provisions of this Agreement
shall be deemed to be severable.
(c) Nothing herein shall be construed to make the Sub-Adviser an agent of
CSAM or the Fund.
(d) This Agreement may be executed in counterparts, with the same effect as
if the signatures were upon the same instrument.
17. [Applicable to CSAM Japan only:] Japanese Regulatory Matters
---------------------------
The Sub-Adviser is regulated by the Financial Services Agency ("FSA") in
carrying out its investment business and is also subject to applicable local
laws and regulation.
[Applicable to CSAM London only:] United Kingdom Regulatory Matters
The Sub-Adviser is regulated by the Financial Services Authority ("FSA") in
carrying out its investment business. It therefore is subject to the rules and
guidelines established by the FSA including the Conduct of Business Sourcebook.
Under the FSA Rules, the following provisions apply:
(a) The FSA requires that all clients of the Sub-Adviser be classified into
specific categories. On the basis of the information which CSAM has given, the
Sub-Adviser has determined that CSAM is an Intermediate Customer and the Fund is
a Private Customer.
(b) (i) The Sub-Adviser is permitted to trade in Futures, Options and
Contracts for Differences including on and off exchange transactions
("Derivative Instruments"), subject to limitations described herein. The markets
on which Derivative Instruments are executed can be highly volatile. Such
investments carry a high risk of loss and a relatively small adverse market
movement may result not only in the loss of the original investment but also in
unquantifiable further loss exceeding any margin deposited.
(ii) The Sub-Adviser may instruct the Custodian to pay margin, or
(subject to the rules of the exchange concerned) deposit investments by way
of margin or collateral, on any Derivative Instrument out of the Assets.
The Fund shall not be required to pay margin in cash beyond the amount of
cash held at the relevant time on the Fund's behalf and immediately
available for margin payments.
(c) The Sub-Adviser will not supply the Fund with contract notes. The
periodic reports provided under Section 2(iv) will contain information that
would have been provided in the contract notes.
C-9
(d) In order to comply with applicable laws and related regulatory
requirements, there may be periods when the Sub-Adviser will not be permitted to
initiate or recommend certain types of transactions.
(e) No warranty is given by the Sub-Adviser as to the performance or
profitability of the Assets or any part of them.
(f) The Sub-Adviser has in operation a written procedure in accordance with
the FSA Rules for the effective consideration and proper handling of complaints
from customers. Any complaint by CSAM or the Fund hereunder should be sent in
writing to the Compliance Officer of the Sub-Adviser at the address specified in
Section 14.
[INCLUDE THE FOLLOWING SECTION 18 ONLY FOR FUNDS THAT ARE Massachusetts
business trusts.]
18. [Limitation of Liability
-----------------------
It is expressly agreed that this Agreement was executed by or on behalf of
the Fund and not by the Trustees of the Fund or its officers individually, and
the obligations of the Fund hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Fund
individually, but bind only the assets and property of the Fund, as provided in
the Agreement and Declaration of Trust of the Fund. The execution and delivery
of this Agreement have been authorized by the Trustees and the sole shareholder
of the Fund and signed by an authorized officer of the Fund, acting as such, and
neither such authorization by such Trustees and shareholder nor such execution
and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Fund as provided in its Agreement and
Declaration of Trust.]
******************
[signature page follows]
C-10
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _________________________________
Name: Hal Liebes
Title: Managing Director
CREDIT SUISSE_____________ FUND, INC.
By: _________________________________
Name: Hal Liebes
Title: Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: _______________________________
Name:
Title:
C-11
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 (the "Total Fee"), one
quarter of which shall be payable in U.S. dollars in arrears on the last
business day of each calendar quarter. The fee for the first period during which
this Agreement is in effect shall be pro-rated for the portion of the calendar
quarter that the Agreement is in effect. The Total Fee shall be an aggregate fee
paid for services rendered with respect to this Fund and such other Credit
Suisse Funds for which the Sub-Adviser has been appointed as such and which
CSAM and the Sub-Adviser agree will be governed by this fee schedule.
C-12
APPENDIX D
D-1
FEES OF CSAM PURSUANT TO ADVISORY AGREEMENT
- --------------------------------------- ------------------ ----------------------------------------- -----------------
CREDIT SUISSE FUND INVESTMENT TOTAL COMPENSATION (AFTER WAIVERS AND FISCAL YEAR
ADVISORY FEE* REIMBURSEMENTS) ENDED
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Post-Venture Capital Fund 1.25% $1,138,790 10/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Institutional International Fund .80% $2,705,262 8/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Financial Services Fund .90% $0 8/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Health Sciences Fund 1.00% $718,420 8/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
International Focus Fund 1.00% $171,663 10/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Fixed Income Fund 1.00% $513,355 10/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Technology Fund 1.00% $2,321,035 8/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
International Fund Portfolio 1.00% $466,287 10/31/01
(Opportunity Funds)
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Japan Growth Fund 1.25% $462,448 10/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
International Focus Portfolio .80% $1,159,408 10/31/01
(Institutional Fund)
- --------------------------------------- ------------------ ----------------------------------------- -----------------
International Focus Portfolio (Trust) 1.00% $3,835,797 12/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Technology Portfolio (Trust) 1.00% $0 12/31/01
- --------------------------------------- ------------------ ----------------------------------------- -----------------
Global Post-Venture Capital Portfolio 1.25% $1,268,446 12/31/01
(Trust)
- --------------------------------------- ------------------ ----------------------------------------- -----------------
* As a percentage of average net assets.
D-2
APPENDIX E
E-1
FEES OF CSAMSI
- ------------------------------ ------------------------------------ ----------------------------------- --------------
CREDIT SUISSE FUND AGGREGATE FEE PAID TO CSAMSI FOR AGGREGATE FEE PAID TO CSAMSI FOR FISCAL YEAR
ADMINISTRATIVE SERVICES DISTRIBUTION SERVICES ENDED
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Post-Venture Capital $149,622 $388,784 10/31/01
Fund
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Institutional International $0 $17 8/31/01
Fund
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Financial Services $487 $3,276 8/31/01
Fund
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Health Sciences Fund $96,743 $241,857 8/31/01
- ------------------------------ ------------------------------------ ----------------------------------- --------------
International Focus Fund $51,160 $0 10/31/01
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Fixed Income Fund $122,041 $285 10/31/01
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Technology Fund $95,736 $652,561 8/31/01
- ------------------------------ ------------------------------------ ----------------------------------- --------------
International Fund Portfolio $32,136 $136,805 10/31/01
(Opportunity Funds)
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Japan Growth Fund $95,558 $242,226 10/31/01
- ------------------------------ ------------------------------------ ----------------------------------- --------------
International Focus $201,684 $0 10/31/01
Portfolio (Institutional
Fund)
- ------------------------------ ------------------------------------ ----------------------------------- --------------
International Focus $383,580 $0 12/31/01
Portfolio (Trust)
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Technology Portfolio $0 $0 12/31/01
(Trust)
- ------------------------------ ------------------------------------ ----------------------------------- --------------
Global Post-Venture Capital $121,646 $0 12/31/01
Portfolio (Trust)
- ------------------------------ ------------------------------------ ----------------------------------- --------------
E-2
[PROXY CARD]
CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Global Post-Venture Capital Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at a Special Meeting of the Shareholders of
the Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New
York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-1-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the [ ] [ ] [ ]
Fund, Credit Suisse Asset
Management, LLC and Credit Suisse
Asset Management Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to Mark box at right if comments or address change
sign and date this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-2-
[PROXY CARD]
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Institutional International Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at a Special Meeting of the Shareholders of
the Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New
York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be
followed by his full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-3-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the [ ] [ ] [ ]
Fund, Credit Suisse Asset
Management, LLC and Credit Suisse
Asset Management Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to Mark box at right if comments or address
sign and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-4-
[PROXY CARD]
CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Global Financial Services Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at a Special Meeting of the Shareholders of
the Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New
York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-5-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSAL 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed,
will be voted in 1) Not applicable.
this manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED "FOR" APPROVAL OF
PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the [ ] [ ] [ ]
Fund, Credit Suisse Asset
Management, LLC and Credit Suisse
Asset Management Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign and date Mark box at right if comments or address
this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-6-
[PROXY CARD]
CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Global Health Sciences Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at a Special Meeting of the Shareholders of
the Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New
York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-7-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSAL 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed,
will be voted in 1) Not applicable.
this manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED "FOR" APPROVAL OF
PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC and
Credit Suisse Asset Management Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign and date Mark box at right if comments or address
this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-8-
[PROXY CARD]
CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
International Focus Fund, Inc. (the "Fund") as to which I am entitled to vote,
as shown on the reverse side, at a Special Meeting of the Shareholders of the
Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m., Eastern
Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-9-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the [ ] [ ] [ ]
Fund, Credit Suisse Asset
Management, LLC and Credit Suisse
Asset Management Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address
and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-10-
[PROXY CARD]
CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Global Fixed Income Fund, Inc. (the "Fund") as to which I am entitled to vote,
as shown on the reverse side, at a Special Meeting of the Shareholders of the
Fund (the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m., Eastern
Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-11-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address
and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-12-
[PROXY CARD]
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Global Technology Fund, Inc. (the "Fund") as to which I am entitled to vote, as
shown on the reverse side, at a Special Meeting of the Shareholders of the Fund
(the "Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m., Eastern
Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-13-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSAL 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed,
will be voted in 1) Not applicable.
this manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED "FOR" APPROVAL OF
PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address
and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-14-
[PROXY CARD]
CREDIT SUISSE OPPORTUNITY FUNDS
INTERNATIONAL FUND PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power
of substitution, as proxies for the undersigned to vote the shares of Credit
Suisse International Fund Portfolio of the Credit Suisse Opportunity Funds (the
"Fund") as to which I am entitled to vote, as shown on the reverse side, at a
Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on
Wednesday, May 1, 2002, at 2:00 p.m., Eastern Time, at the offices of the Fund,
466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as
follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-15-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address
and date this Proxy. Date change have been noted on the reverse side.
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-16-
[PROXY CARD]
CREDIT SUISSE JAPAN GROWTH FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of Credit Suisse
Japan Growth Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown
on the reverse side, at a Special Meeting of the Shareholders of the Fund (the
"Meeting") to be held on Wednesday, May 1, 2002, at 2:00 p.m., Eastern Time, at
the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any
adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March__, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-17-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSAL 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed,
will be voted in 1) Not applicable.
this manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED "FOR" APPROVAL OF
PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address change
and date this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-18-
[PROXY CARD]
CREDIT SUISSE INSTITUTIONAL FUND, INC.
INTERNATIONAL FOCUS PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of the
International Focus Portfolio of Credit Suisse Institutional Fund, Inc. (the
"Fund") as to which I am entitled to vote, as shown on the reverse side, at a
Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on
Wednesday, May 1, 2002, at 2:00 p.m., Eastern Time, at the offices of the Fund,
466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as
follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-19-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address change
and date this Proxy. Date have been noted on the reverse side.
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-20-
[PROXY CARD]
CREDIT SUISSE TRUST
INTERNATIONAL FOCUS PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of the
International Focus Portfolio of Credit Suisse Trust (the "Fund") as to which I
am entitled to vote, as shown on the reverse side, at a Special Meeting of the
Shareholders of the Fund (the "Meeting") to be held on Wednesday, May 1, 2002,
at 2:00 p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue,
New York, New York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-21-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to sign Mark box at right if comments or address
and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-22-
[PROXY CARD]
CREDIT SUISSE TRUST
GLOBAL TECHNOLOGY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of the Global
Technology Portfolio of Credit Suisse Trust (the "Fund") as to which I am
entitled to vote, as shown on the reverse side, at a Special Meeting of the
Shareholders of the Fund (the "Meeting") to be held on Wednesday, May 1, 2002,
at 2:00 p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue,
New York, New York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-23-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSAL 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed,
will be voted in 1) Not applicable.
this manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED "FOR" APPROVAL OF
PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to Mark box at right if comments or address [ ]
sign and date this Proxy. Date change have been noted on the reverse side.
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-24-
[PROXY CARD]
CREDIT SUISSE TRUST
GLOBAL POST-VENTURE CAPITAL PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of
substitution, as proxies for the undersigned to vote the shares of the Global
Post-Venture Capital Portfolio of Credit Suisse Trust (the "Fund") as to which I
am entitled to vote, as shown on the reverse side, at a Special Meeting of the
Shareholders of the Fund (the "Meeting") to be held on Wednesday, May 1, 2002,
at 2:00 p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue,
New York, New York 10017, and any adjournments thereof, as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Joint Proxy Statement dated March __, 2002.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
- --------------------------------------- ----------------------------------
-25-
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
BY MAIL, BY PHONE AT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in 1) To approve the Sub-Investment
this manner directed by the Advisory Agreement among the Fund, [ ] [ ] [ ]
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management
PROXY WILL Limited-U.K.
BE VOTED "FOR" APPROVAL OF
PROPOSAL 1 and PROPOSAL 2.
For Against Abstain
2) To approve the Sub-Investment
Advisory Agreement among the Fund, [ ] [ ] [ ]
Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management
Limited-Japan.
3) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
Please be sure to Mark box at right if comments or address
sign and date this Proxy. Date change have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-26-