SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
CREDIT SUISSE CAPITAL FUNDS
-------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------
(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 BLUE CHIP FUND
Your Vote is Important
Dear Shareholder:
The Board of Trustees (the "Board") of Credit Suisse Capital Funds (the
"Trust") is asking you to consider and approve a proposal to change the
investment objective of Credit Suisse Blue Chip Fund (the "Fund"), a series of
the Trust. The Fund's current investment objective is long-term capital
appreciation. The proposed new investment objective is long-term capital
appreciation on an after-tax basis. If the proposal is approved, the Fund will
adopt an explicit investment strategy of seeking to reduce, though not
eliminate, taxable distributions to shareholders. This will be achieved by
formally implementing certain practices that are designed to reduce the impact
of federal and state income taxes on the Fund's after-tax returns. As a result,
the Fund will consider the relative tax consequences of possible investment
options. By means of these practices, the Fund will seek to provide returns on
an after-tax basis that exceed the returns of a fund with a similar risk profile
that does not operate on a tax-efficient basis. If the proposal is approved, the
Fund's name will be changed to "Credit Suisse Tax Efficient Fund."
We are pleased to invite you to attend a special meeting of
shareholders to consider the approval of the proposal to change the Fund's
investment objective to long-term capital appreciation on an after-tax basis.
THE BOARD BELIEVES THAT THE PROPOSAL IS IMPORTANT AND RECOMMENDS THAT
YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR THE PROPOSAL.
Detailed information about the proposal 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 at the close of business on March 8,
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., the 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 the 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 proposals, 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,
Hal Liebes
Vice President and Secretary
2
MARCH 21, 2002
CREDIT SUISSE BLUE CHIP FUND
Important News For Fund Shareholders
While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of the proposal you are being asked to vote
on.
Q & A: QUESTIONS AND ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: The purpose of the Proxy Statement is to seek shareholder approval of
a proposal to change the Fund's investment objective. The Fund's
current investment objective is long-term capital appreciation. The
proposed new investment objective is long-term capital appreciation on
an after-tax basis. Shareholder approval is required to change the
Fund's investment objective.
Q: HOW WILL THIS CHANGE AFFECT THE WAY THE FUND IS MANAGED?
A: If the proposal is approved, the Fund will adopt an explicit
investment strategy of seeking to reduce, though not eliminate,
taxable distributions to shareholders. This will be achieved by
formally implementing certain practices that are designed to reduce
the impact of federal and state income taxes on the Fund's after-tax
returns.
A consequence of this "tax awareness" in investment decision making is
that investors who hold their shares through tax-advantaged vehicles
(e.g. IRA's, 401(k) plans) and thus do not benefit from the
tax-reduction measures, may be relatively disadvantaged compared to a
situation where the Fund's investment decision making does not
explicitly take tax consequences into account. If the proposal is
passed, therefore, the Fund may become relatively less suitable for
persons who invest in the Fund through tax-advantaged vehicles.
Q: WHAT ARE THE BENEFITS OF THE PROPOSED CHANGE?
A: The change in investment objective is intended to result in a reduction
of the taxable distributions payable to shareholders - particularly
distributions taxable at higher ordinary income tax rates. As a result,
the Fund's taxable shareholders may potentially earn returns on an
after-tax basis that exceed the returns of a fund with a similar risk
profile that does not operate on a tax-efficient basis.
Q: HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?
A: AFTER CAREFUL CONSIDERATION, THE BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO CHANGE THE FUND'S
INVESTMENT OBJECTIVE TO LONG-TERM CAPITAL APPRECIATION ON AN AFTER-TAX
BASIS.
Q: WHO DO I CALL FOR MORE INFORMATION?
A: Please call D.F. King & Co., Inc., the Fund's proxy solicitor, at
(800) 714-3312.
Q: HOW CAN I VOTE MY SHARES?
A: Please choose one of the following options to vote your shares:
o By mail, with the enclosed proxy card;
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
Acquired Fund's proxy solicitor, at (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 meeting.
2
CREDIT SUISSE BLUE CHIP FUND
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
-------------------------------------------------
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 3, 2002
-------------------------------------------------
Dear Shareholders:
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of the Credit Suisse Capital Funds (the "Trust") with respect to
Credit Suisse Blue Chip Fund (the "Fund"), a series of the Trust, will be held
on May 3, 2002, at 2:00 p.m., Eastern Time, at the offices of the Trust,
466 Lexington Avenue, New York, New York 10017-3147, 16th Floor, for the
following purpose:
PROPOSAL To approve a change of the Fund's investment
objective to long-term capital appreciation
on an after-tax basis.
The appointed proxies, in their discretion, will vote on any other
business as may properly come before the Special Meeting or any adjournment
thereof.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF THE PROPOSAL.
Holders of record shares of the Fund at the close of business on
March 8, 2002 are entitled to vote at the Special Meeting and at any
adjournment(s) 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 Fund's
proxy solicitor, at (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 Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
If you have any questions regarding the proposals, please feel free
to call D.F. King & Co., Inc. at (800) 714-3312.
By Order of the Board of Trustees,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
March 21, 2002
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID
THE EXPENSE OF FURTHER SOLICITATION.
2
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) Estate of John B. Smith .........John B. Smith, Jr., Executor
3
CREDIT SUISSE BLUE CHIP FUND
466 Lexington Avenue
New York, New York 10017-3147
--------------------------------------
PROXY STATEMENT
--------------------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON May 3, 2002
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board") of Credit Suisse Capital Funds
(the "Trust") on behalf of Credit Suisse Blue Chip Fund (the "Fund"), a series
of the Trust, for use at the Special Meeting of Shareholders of the Trust with
respect to the Fund, to be held at the offices of the Trust, 466 Lexington
Avenue, New York, New York 10017-3147, on May 3, 2002, at 2:00 p.m., Eastern
Time, and at any and all adjournments thereof (the "Special Meeting").
This Proxy Statement, Notice of Special Meeting and the proxy card are
first being mailed to shareholders on or about March 25, 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 the proposal referred to in the Proxy Statement.
The presence at any Special Meeting, in person or by proxy, of the
holders of a majority of the shares of the Fund entitled to vote shall
constitute a quorum but any lesser number shall be sufficient for adjournments.
In the event that the necessary quorum to transact business or the vote required
to approve or reject the proposal is not obtained at the Special Meeting, the
persons named as proxies may propose one or more adjournments of the Special
Meeting in accordance with applicable law to permit further solicitation of
proxies with respect to the proposal. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in favor
for that proposal and will vote against any such adjournment those proxies to be
voted against that 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 the proposal will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund ("Majority Vote"),
without regard to class. "Majority
Vote" for purposes of this proxy statement, and under the Investment Company Act
of 1940, as amended (the "1940 Act"), means the lesser of (i) 67% of the shares
of the Fund represented at a meeting at which more than 50% of the outstanding
shares of the Fund are represented or (ii) more than 50% of the outstanding
shares of the Fund. If the shareholders of the Fund should fail to approve the
proposed new investment objective, the Board will consider appropriate action
with respect to such non-approval of the proposed new investment objective.
Abstentions and broker non-votes will have the effect of votes
"against" the proposal for purposes of tabulating votes necessary for the
proposal's approval. As noted above, properly executed proxies in which no
specification is made will be voted in favor of the proposal.
The Fund is a series of the Trust, which operates as an open-end
investment company, having five classes of shares outstanding. Each full share
outstanding is entitled to one vote and each fractional share outstanding is
entitled to a proportionate share of one vote. As of March 8, 2002 (the "Record
Date"), the Fund had 9,260,546.045 outstanding shares.
The persons who owned more than 5% of each class of the Fund's
outstanding shares as of the Record Date, to the knowledge of the Fund, are set
forth in APPENDIX A hereto.
THE 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 THE FUND AND A COPY OF THE 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.
2
PROPOSAL
APPROVAL OF A CHANGE OF THE FUND'S INVESTMENT OBJECTIVE
INTRODUCTION
The Board is asking shareholders to approve a proposal to change the
Fund's investment objective to long-term capital appreciation on an after-tax
basis. The Fund's current investment objective is long-term capital
appreciation. The Fund's investment objective cannot be changed without
shareholder approval. The Board approved this proposal at a meeting held on
November 12, 2001. For the reasons described below, the Board believes that the
proposed change is in the best interests of shareholders.
The Board has approved certain investment policy changes to become
effective if shareholders approve the change in investment objective. If the
proposal is approved, the Fund's name will also be changed to the "Credit Suisse
Tax Efficient Fund." The proposal is discussed in more detail below.
CHANGE OF THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Existing Policies. As stated above, the Fund's current investment
objective is long-term capital appreciation. To achieve this objective, the Fund
invests in common stock, securities convertible into common stock and other
equity securities of well-known and established companies. The Fund takes a
long-term view of each stock it buys, holding each company until its long-term
growth potential no longer meets the Fund's requirements.
Proposed New Strategies. As stated above, the proposed new investment
objective of the Fund is long-term capital appreciation on an after-tax basis.
There can, of course, be no guarantee that the Fund will achieve its investment
objective. To achieve this objective, the Fund will continue to invest in common
stock, securities convertible into common stock and other equity securities of
well-known and established companies. The Fund, however, will consider the
relative tax consequences of possible investment options if the proposal is
approved.
In order to qualify for the favorable tax treatment available to
regulated investment companies under the Internal Revenue Code of 1986, as
amended, the Fund must, among other things, distribute annually at least 90% of
its investment company taxable income (i.e., its taxable income minus the
excess, if any, of its net realized long-term capital gains over its net
realized short-term capital losses (including any capital loss carryovers). The
Fund is subject to tax at regular corporate rates on any taxable income or gains
that it does not distribute. In order to avoid the payment of tax at the Fund
level, the Fund has historically distributed annually to its shareholders
substantially all of its investment company taxable income and its net realized
long-term capital gains in excess of its net short-term capital losses and
capital loss carryovers, and it intends to continue this practice.
Dividends of net investment income and distributions of net realized
short-term capital gains are taxable to a U.S. shareholder as ordinary income,
whether paid in cash or in shares. Distributions of net realized long-term
capital gains are taxable as long-term capital gains, whether paid in cash or in
shares and regardless of how long a shareholder has held shares of the
3
Fund. Currently, the maximum federal tax rate on ordinary income realized by
individuals is 38.6% and the maximum tax rate on long-term capital gains
realized by individuals (i.e., capital gains with respect to securities held for
more than 12 months) is 20%, although the rates are subject to change by
Congress from time to time.
Distributions from the Fund may also be subject to additional state,
local and foreign taxes depending on each shareholder's particular situation.
If the proposal is approved, the Fund will adopt an explicit investment
strategy of seeking to reduce, though not eliminate, taxable distributions to
shareholders. This will be achieved by formally implementing certain practices
that are designed to reduce the impact of federal and state income taxes on the
Fund's after-tax returns. For example, the Fund will seek to offset gains
realized in one security by selling another security at a capital loss. In
addition, the Fund will attempt to limit sales of securities that result in
capital gains and/or hold securities long enough to avoid higher short-term
capital gains tax rates. However, gains may be realized when the Fund believes
the risk of holding a security outweighs tax considerations. As a result of the
change in the Fund's objective and the formal implementation of these practices,
the Fund will seek to operate in a more tax-efficient manner although on a
pre-tax basis its returns may be lower than they might have been prior to these
changes.
RISK FACTORS
As stated above, if the Proposal is approved, the Fund will implement
policies to manage its portfolio in a manner that will reduce taxable
distributions to shareholders. These policies will mean that the Fund will
consider the relative tax consequences of possible investment options. This
could lead the Fund to make decisions which do not, on an after-tax basis,
maximize the return for the Fund or certain shareholders. For example, the Fund
may decide to continue holding a stock rather than realize a short-term capital
gain if it is believed that the risk associated with the holding of the stock is
outweighed by possible tax advantages in so doing. A consequence of this "tax
awareness" in investment decision making is that investors who hold their shares
through tax-advantaged vehicles (e.g. IRA's, 401(k) plans) and thus do not
benefit from the tax-reduction measures, may be relatively disadvantaged
compared to a situation where the Fund's investment decision making does not
explicitly take tax consequences into account. If the proposal is passed,
therefore, the Fund may become relatively less suitable for persons who invest
in the Fund through tax-advantaged vehicles.
In addition, there can be no guarantee that the Fund's efforts to
minimize taxable distributions will meet with any substantial success. The
policies utilized may, in the event of market movements that are not anticipated
by the Fund's investment adviser or unforeseeable investor redemptions, have the
effect of reducing the total return of the Fund without any corresponding
increase in tax efficiency. This would mean that all shareholders would be
disadvantaged by the change in investment objective.
REASONS FOR THE PROPOSAL
The change in investment objective is intended to result in a reduction
of the taxable distributions payable to shareholders - particularly
distributions taxable at higher ordinary
4
income tax rates. The Board and Credit Suisse Asset Management, LLC ("CSAM")
believe that by changing the Fund's investment objective and strategy to give
the Fund a mandate to manage its portfolio in a tax-efficient manner, investors
can benefit. As a result of the proposed change in the Fund's investment
objective and strategies, the Fund's taxable shareholders may potentially earn
returns on an after-tax basis that exceed the returns of a fund with a similar
risk profile that does not operate on a tax-efficient basis. However, as stated
above, the proposed change of investment objective and strategies will not
necessarily benefit all shareholders. In particular, those investing in the Fund
through tax-advantaged vehicles would not benefit from a reduction in taxable
distributions and may suffer to the extent the Fund's pre-tax return is lower
than it might have been had the changes not been made.
In addition, the Fund may grow larger because the Fund may become
attractive to investors seeking to reduce the tax impact on their investments.
The assets in the Fund equal approximately $151,601,896.910 as of March 8, 2002.
If this were to occur, it might have a positive effect on the Fund's expense
ratio and result in lower costs to shareholders, although this cannot be
guaranteed.
If the Proposal is approved, the changes described herein will be
implemented as soon as practicable. It is not anticipated that implementing
these changes will require repositioning of the Fund's portfolio holdings.
The Board of Trustees unanimously recommends
that you vote for this proposal.
* * * * * * * * * * * * *
5
ADDITIONAL INFORMATION
GENERAL
The costs of the Special Meeting (estimated at $96,505, 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/or its affiliates
(and not by the Fund). The principal solicitation of proxies will be by the
mailing of this proxy statement, but proxies may also be solicited by telephone
and/or in person by representatives of the Fund and regular employees of CSAM or
its affiliates. Such representatives and employees will not receive additional
compensation for solicitation activities.
D.F. King & Co., Inc. (the "Agent"), a proxy solicitation firm, has
been retained by CSAM to assist in the solicitation of proxies and will receive
fees estimated at $31,280, plus reimbursement for out-of-pocket expenses. 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 the 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 proposals 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 (800) 714-3312. Any proxy given by a shareholder, whether in
writing, by telephone, by fax or by the Internet, is revocable.
6
DESCRIPTION OF CREDIT SUISSE ASSET MANAGEMENT, LLC
CSAM, located at 466 Lexington Avenue, New York, New York 10017,
provides discretionary and non-discretionary portfolio management services to a
wide variety of individual and institutional accounts, including, but not
limited to, banks or thrift institutions, retirement plans, pension and
profit-sharing trusts, estates, charitable organizations, corporations, and
other business entities, registered investment companies and unregistered
domestic and offshore funds.
CSAM is an indirect wholly-owned U.S. subsidiary of Credit Suisse
("Credit Suisse"). Credit Suisse is a global financial services company,
providing a comprehensive range of banking and insurance products. Active on
every continent and in all major financial centers, Credit Suisse comprises five
business units -- Credit Suisse Asset Management (asset management), of which
CSAM is a member; Credit Suisse First Boston (investment banking); Credit Suisse
Private Banking (private banking); Credit Suisse (retail banking); and
Winterthur (insurance). As of December 31, 2001, Credit Suisse had approximately
$851 billion of global assets under management and employed approximately 80,000
people worldwide. The principal business address of Credit Suisse is Paradeplatz
8, CH 8070, Zurich, Switzerland. CSAM companies managed $78 billion in the U.S.
and $303 billion globally as of December 31, 2001.
THE DISTRIBUTOR AND CO-ADMINISTRATORS
Credit Suisse Asset Management Securities, Inc. is the principal
underwriter and a co-administrator of the Fund. Like CSAM, its principal office
is located at 466 Lexington Avenue, New York, New York 10017. The Fund also
employs PFPC, Inc. ("PFPC") as co-administrator. PFPC's principal business
address is 400 Bellevue Parkway, Wilmington, Delaware 19809.
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 Fund, c/o Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017, within a
reasonable time before the solicitation of proxies for such meeting. 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 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 the Fund.
By Order of the Board of Trustees,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
7
New York, New York
March 19, 2002
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND THE MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING (800) 927-2874 OR BY
WRITING TO CREDIT SUISSE FUNDS, P.O. BOX 9030, BOSTON, MASSACHUSETTS 02205-9030.
8
APPENDIX A
CREDIT SUISSE BLUE CHIP FUND
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES OF EACH CLASS
OF THE FUND
NUMBER OF PERCENT OF
SHARES SHARES
TITLE OF CLASS NAME AND ADDRESS OWNED OF RECORD OUTSTANDING OF CLASS
Common Arlene B. Beyer 8,535.108 7.66%
7580 Amboy Rd
Staten Island NY 10307-1417
Bankers Trust Company*
FBO 2453542424 7,318.644 6.57%
Church Street Station
New York, NY
Class C Donaldson Lufkin Jenrette* 14,753.00 5.24%
Securities Corporation Inc.
PO Box 2052
Jersey City NJ 07303-2052
Donaldson Lufkin Jenrette* 14,386.00 5.11%
Securities Corporation Inc.
PO Box 2052
Jersey City NJ 07303-2052
Class D Paul E. Daily Cust. FBO 339.65 26.18%
Ryan L. Daily
UTMA/NY
19 Summerfield Drive
Lake Grove NY 11755-2542
Paul E Daily and 957.643 73.82%
Lianne J. Daily JTWROS
19 Summerfield Drive
Lake Grove NY 11755-2542
* The Fund does not believe that these entities are the beneficial owners
of the shares held by record by them.
PROXY CARD
CREDIT SUISSE CAPITAL FUNDS
ON BEHALF OF
CREDIT SUISSE BLUE CHIP FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
I hereby appoint Rocco Del Guercio and Gregory Bressler, and each of them, each
with the full power of substitution, as proxies for the undersigned to vote the
shares of Credit Suisse Blue Chip Fund (the "Fund"), a series of Credit Suisse
Capital Funds (the "Trust"), as to which I am entitled to vote, as shown on the
reverse side, at a Special Meeting of the Shareholders of the Fund to be held on
Friday, May 3, 2002, at 2:00 p.m., Eastern Time, at the offices of the
Trust, 466 Lexington Avenue, New York, New York 10017, 16th Floor, and any
adjournments thereof (the "Meeting"), as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement dated March 19, 2002. THIS
PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE PROPOSAL.
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 VOTE, DATE AND SIGN ON REVERSE AND RETURN 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?
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
[REVERSE SIDE]
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
CREDIT SUISSE BLUE CHIP FUND THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
A VOTE FOR THE PROPOSAL.
VOTE THIS CARD TODAY!
BY MAIL, BY PHONE AT
(800) 714-3312,
BY FAX AT
(212) 269-2796
OR ON-LINE AT
www.CreditSuisseFunds.com
This proxy, if properly executed, will be voted For Against Abstain
in
the manner directed by the undersigned
shareholder. To approve a change of the Fund's [ ] [ ] [ ]
IF NO DIRECTION IS MADE, THIS PROXY WILL investment objective to long-term
BE VOTED "FOR" APPROVAL OF THE PROPOSAL. capital appreciation on an after-tax
basis.
The appointed proxies, in their
discretion, will vote on any other
business as may properly come before
the Special Meeting or any
CONTROL NUMBER: adjournment thereof.
Please be sure to sign and date Mark box at right if an
this Proxy. Date address change or comment
has been noted on the reverse side. [ ]
Shareholder sign here: Co-owner sign here:
- ------------------- -------------------
DETACH CARD RECORD DATE SHARES: