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 the Commission Only (as permitted by
Rule 14a6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a12
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a6(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 EMERGING MARKETS FUND, INC.
CREDIT SUISSE GLOBAL FINANCIAL SERVICES 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 Only)
CREDIT SUISSE TRUST
(Emerging Markets, Global Post-Venture Capital,
Global Technology and International Focus Portfolios
Only) THE EMERGING MARKETS TELECOMMUNICATIONS
FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
YOUR VOTE IS IMPORTANT
Dear Shareholder:
Very recently, your Fund's shareholders approved the United Kingdom and
Japanese affiliates of Credit Suisse Asset Management, LLC ("CSAM") as
sub-investment adviser to your fund (except the Credit Suisse Emerging Markets
Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc. for which
those affiliates do not act as sub-advisor). We thank you for your vote. Another
affiliate of CSAM -- Credit Suisse Asset Management (Australia) Limited -- now
has the needed SEC registration to also provide investment advice to your fund,
so your vote is needed again.
The governing Board of Directors or Trustees, as the case may be (the
"Board"), of each fund listed above (each, a "Fund" and together, the "Funds")
has recently reviewed and unanimously endorsed a proposal to retain the
Australian affiliate of CSAM ("CSAM Australia") as sub-investment adviser to the
Fund (or one or more of its portfolios named above). We are pleased to invite
you to attend a Special Meeting of Shareholders (the "Meeting") to consider the
approval of a sub-investment advisory agreement with CSAM Australia.
PLEASE NOTE THAT THIS PROXY IS FOR THE APPROVAL OF CSAM AUSTRALIA AS A
SUB-INVESTMENT ADVISER AND NOT OF CSAM'S AFFILIATES IN THE UNITED KINGDOM OR
JAPAN, WHICH WERE APPROVED IN MAY 2002. SEPARATE APPROVAL IS NEEDED HERE, EVEN
IF YOU RECENTLY VOTED ON THE OTHER CSAM AFFILIATES.
Each Fund's Board and CSAM, the investment adviser to each Fund (or
portfolio), believes that the retention of CSAM Australia is in the best
interest of shareholders. The governing Board of each Fund has determined that
retention of CSAM Australia will enable each Fund to capitalize on that firm's
investment expertise. SINCE THE SUB-ADVISORY FEES FOR CSAM AUSTRALIA 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 PROPOSAL DESCRIBED IN
THE ACCOMPANYING JOINT PROXY STATEMENT IS IMPORTANT AND RECOMMEND THAT YOU READ
THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR THE PROPOSAL.
Detailed information about the proposal may be found in the attached
Joint 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 _____, 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 card in the enclosed postage paid envelope.
For all of the Funds, except The Emerging Markets Telecommunications
Fund, Inc., if you prefer, you can fax the proxy card to D.F. King & Co., Inc.,
the Funds' proxy solicitor, Attn: Dominic F. Maurillo, at 1-212-269-2796. We
also encourage you to vote by telephone or through the Internet. Proxies may be
voted by telephone by calling 1-800-714-3312 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. Shareholders of The Emerging Markets
Telecommunications Fund may only vote by mail or in person at the Meeting.
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. ing & Co., Inc. at 1-800-714-3312, except that shareholders of The
Emerging Markets Telecommunications Fund, Inc. should contact its proxy
solicitor, Georgeson Shareholder Communications, Inc, at 1-800-_____.
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Respectfully,
/s/ Hal Liebes
Hal Liebes
Senior Vice President of The Emerging Markets
Telecommunications Fund, Inc.
Vice President and Secretary of each other Fund
3
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
4
CREDIT SUISSE EMERGING MARKETS FUND, INC.
CREDIT SUISSE GLOBAL FINANCIAL SERVICES 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 Only)
CREDIT SUISSE TRUST
(Emerging Markets, Global Post-Venture Capital, Global Technology and
International Focus Portfolios Only)
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
_____, 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 _____, 2002, at __ p.m., Eastern Time, at the offices of the Funds, 466
Lexington Avenue, New York, New York 10017-3147, for the following purpose:
PROPOSAL: To approve a Sub-Investment Advisory Agreement among each
Fund (or portfolio(s) thereof), Credit Suisse Asset Management, LLC and Credit
Suisse Asset Management (Australia) Limited ("CSAM Australia").
The Board of Directors or Trustees, as the case may be, of each Fund
unanimously recommends that shareholders vote in favor of the proposal.
Holders of record shares of each Fund or where applicable, an
investment portfolio of a Fund, at the close of business on _______, 2002 are
entitled to vote at the Special Meeting of Shareholders and at any adjournments
thereof. As a convenience to shareholders, except for shareholders of The
Emerging Markets Telecommunications Fund, you can now vote in any of five ways:
o By mail, with the enclosed proxy card(s);
5
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 1-212-269-2796;
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.
Shareholders of The Emerging Markets Telecommunications Fund may vote
by mail with the enclosed proxy card or in person at the Special Meeting.
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, except that shareholders of The
Emerging Markets Telecommunications Fund should contact its proxy solicitor,
Georgeson Shareholder Communications, Inc, at 1-800-_____.
By Order of the Board of Directors,
[GRAPHIC OMITTED]
/s/ Hal Liebes
Hal Liebes
Senior Vice President of The Emerging Markets
Telecommunications Fund, Inc.
Vice President and Secretary of each other Fund
_____, 2002
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP
TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
6
CREDIT SUISSE EMERGING MARKETS FUND, INC.
CREDIT SUISSE GLOBAL FINANCIAL SERVICES 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 Only)
CREDIT SUISSE TRUST
(Emerging Markets, Global Post-Venture Capital,
Global Technology and International Focus Portfolios Only)
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
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JOINT PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
_______, 2002
--------------------------------------------------
This Joint 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 Meeting 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 ______, 2002, at __ p.m., Eastern
Time, and at any and all adjournments thereof (the "Special Meeting").
This Joint Proxy Statement, Notice of Special Meeting and the proxy
cards are first being mailed to shareholders on or about _____, 2002 or as soon
as practicable thereafter. Any shareholder, other than a shareholder of The
Emerging Markets Telecommunications Fund, Inc. (the "Telecommunications Fund"),
giving a proxy has the power to revoke it on the Internet, by telephone, by mail
(addressed to the Secretary of the relevant Fund, c/o Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147) or in
person at the Special Meeting by executing a superseding proxy or by submitting
a notice of revocation. Shareholders of the Telecommunications Fund may only
revoke their proxies by mail, at the above address, or 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 this Joint Proxy Statement.
The presence at a Special Meeting, in person or by proxy, of the
holders of one-third (or a majority in the case of the International Fund of
Credit Suisse Opportunity Funds, the various portfolios of Credit Suisse Trust
and the Telecommunications Fund) 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 a Proposal is not obtained at a 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 a 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 for a Fund will require the affirmative vote
of a majority of the outstanding voting securities of the Fund ("Majority
Vote"). "Majority Vote" for purposes of this joint 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
THE PROPOSAL SET FORTH HEREIN SEPARATELY, AND THE APPROVAL OR DISAPPROVAL BY ONE
FUND OF THE PROPOSAL WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL BY ANY OTHER
FUND OF THE PROPOSAL.
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.
The Emerging Markets, Global Post-Venture Capital, Global Technology
and International Focus Portfolios of the Trust (each a "Trust Portfolio") offer
their shares only to certain insurance companies ("Participating Insurance
Companies")
2
for allocation to certain of their separate accounts established for the purpose
of funding variable annuity contracts, variable life insurance contracts, and
tax qualified pension and retirement plans. Under current law, the Participating
Insurance Companies are required to solicit voting instructions from variable
annuity contract owners who beneficially own shares in each Trust Portfolio as
of the Record Date (as defined below) and must vote all shares held in the
separate account in proportion to the voting instructions received for the
Special Meeting, or any adjournment thereof. The Participating Insurance
Companies will vote shares of each Trust Portfolio for which no instructions
have been received in the same proportion as they vote shares for which they
have received instructions. Abstentions will have the effect of a negative vote
on the Proposal for each Trust Portfolio. Unmarked voting instructions will be
voted in favor of the Proposal.
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 ______,
2002 (the "Record Date"), the Funds had the following number of outstanding
shares:
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NUMBER OF
CREDIT SUISSE FUND OUTSTANDING SHARES
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Emerging Markets Fund [CSAM to provide]
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Global Financial Services Fund [CSAM to provide]
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Global Health Sciences Fund [CSAM to provide]
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Global Post-Venture Capital Fund [CSAM to provide]
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Global Technology Fund [CSAM to provide]
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International Focus Portfolio (Institutional Fund) [CSAM to provide]
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Institutional International Fund [CSAM to provide]
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International Focus Fund [CSAM to provide]
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International Fund (Opportunity Funds) [CSAM to provide]
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Japan Growth Fund [CSAM to provide]
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Emerging Markets Portfolio (Trust) [CSAM to provide]
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Global Post-Venture Capital Portfolio (Trust) [CSAM to provide]
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Global Technology Portfolio (Trust) [CSAM to provide]
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International Focus Portfolio (Trust) [CSAM to provide]
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Telecommunications Fund [CSAM to provide]
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3
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 1-800-927-2874 or by writing to Credit Suisse Funds, P.O. Box
9030, Boston, Massachusetts 02205-9030. Shareholders of the Telecommunications
Fund may receive an additional copy of its most recent annual report and a copy
of any more recent semi-annual report, without charge, by calling 1-800-293-123,
by writing to the Telecommunications Fund c/o Credit Suisse Asset Management,
LLC at 466 Lexington Avenue, 16th Floor, New York, New York 10017 or at its
website at www.cefsource.com.
4
PROPOSAL
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT
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 CSAM's Australian
affiliate, which is named Credit Suisse Asset Management (Australia) Limited
("CSAM Australia" or the "Subadviser"). The Sub-Advisory Agreement was
unanimously approved by the Board of each 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 meetings held on May 14,
2002 and July __, 2002.
At the meetings, CSAM, as investment adviser to each Fund, recommended
to the Boards that each Fund retain CSAM Australia as sub-investment adviser and
that pursuant to the proposed Sub-Advisory Agreement, CSAM (and not any Fund)
pay CSAM Australia 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 Australia
will not increase the fees or expenses otherwise incurred by a Fund's
shareholders. Under the proposed Sub-Advisory Agreement, CSAM will monitor the
activities and performance of CSAM Australia.
The Sub-Advisory Agreement for each Fund as approved by each Board is
now being submitted for approval by the shareholders of each 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 of that Fund shall consider appropriate
action with respect to such non-approval of the Sub-Advisory Agreement.
PLEASE NOTE THAT THIS PROXY IS FOR THE APPROVAL OF CSAM AUSTRALIA AS A
SUB-INVESTMENT ADVISER AND NOT FOR THE APPROVAL OF CSAM'S AFFILIATES IN THE
UNITED KINGDOM OR JAPAN, WHICH WERE APPROVED BY CERTAIN FUNDS IN MAY 2002.
A form of the Sub-Advisory Agreement to be used for each Fund (except
the Telecommunications Fund) is attached hereto as APPENDIX C. A form of the
Sub-Advisory Agreement to be used for the Telecommunications Fund is attached
hereto as APPENDIX D.
CSAM's principal office is located at 466 Lexington Avenue, New York,
New York 10017-3147, and CSAM Australia's principal office is located at Level
32 Gateway, 1 Macquarie Place, Sydney 2001.
5
AS DESCRIBED ABOVE, THE SUB-ADVISORY FEE PAID TO CSAM AUSTRALIA
PURSUANT TO THE SUB-ADVISORY AGREEMENT WILL BE PAID BY CSAM AND, ACCORDINGLY,
THE RETENTION OF CSAM AUSTRALIA WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE
INCURRED BY A FUND'S SHAREHOLDERS.
EACH FUND WILL CONSIDER THE APPROVAL OF THE PROPOSAL SEPARATELY, AND
THE APPROVAL OR DISAPPROVAL BY ONE FUND OF THE PROPOSAL WILL NOT AFFECT THE
APPROVAL OR DISAPPROVAL BY ANY OTHER FUND OF THE PROPOSAL.
BOARD EVALUATION AND RECOMMENDATION
In determining whether it was appropriate to approve the Sub-Advisory
Agreement for CSAM Australia and to recommend approval to shareholders, the
Board of each Fund, including the Non-Interested Directors, considered various
matters and materials provided by CSAM and CSAM Australia. The Board considered,
primarily, the benefits to a Fund of retaining CSAM Australia given the
increased complexity of the domestic and international securities markets,
specifically that retention of CSAM Australia 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 Australia 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 CSAM
Australia. 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 AUSTRALIA WILL BE PAID BY CSAM AND,
ACCORDINGLY, THAT THE RETENTION OF CSAM AUSTRALIA 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).
Currently, Credit Suisse Asset Management Securities, Inc. ("CSAMSI")
and State Street Bank and Trust Company ("State Street") serve as
co-administrators to each of the Funds, except for the Telecommunications Fund
for which Bear Stearns Funds Management, Inc. ("Bear Stearns") serves as the
administrator. CSAMSI's address is 466 Lexington Avenue, New York, New York
10017-3147. State Street's principal business address is 225 Franklin Street,
Boston, Massachusetts 02110. Bear Stearns has its principal executive office at
383 Madison Avenue, 23rd Floor, New York, New York 10179. State Street also
serves as custodian for the U.S. assets and non-U.S. assets for each of the
Funds, except for the Telecommunications Fund for which Brown Brothers Harriman
& Co. ("Brown Brothers") serves as custodian. Brown Brothers principal business
address is 40 Water Street, Boston, Massachusetts 02109. CSAMSI, a subsidiary of
CSAM, is the distributor of the shares of the Funds, except for the
Telecommunications Fund. THESE SERVICE AGREEMENTS WILL NOT BE AFFECTED BY THE
PROPOSED SUB-ADVISORY AGREEMENT.
6
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 March 31, 2002, Credit Suisse Asset Management
companies managed approximately $74 billion in the U.S. and $303 billion
globally. Credit Suisse Asset Management has offices in 14 countries, including
CSAM and CSAM Australia; other offices (such as those in Budapest, Frankfurt,
Milan, Moscow, Paris, Prague, 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 or Trustees, as the
case may be, 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 Australia. 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.
7
- --------------------------------------------------------------------------------
PURPOSE OF LAST
DATE OF ADVISORY DATE LAST APPROVED SUBMISSION TO
FUND AGREEMENT BY SHAREHOLDERS SHAREHOLDERS
- --------------------------------------------------------------------------------
Credit Suisse July 6, 1999 May 21, 1999 in connection with
Emerging Credit Suisse's
Markets Fund acquisition of
Warburg Pincus Asset
Management, Inc. the
"Acquisition")
- --------------------------------------------------------------------------------
Credit Suisse May 1, 2000 May 1, 2000 in connection with
Global the organization of
Financial the Fund
Services Fund
- --------------------------------------------------------------------------------
Credit Suisse July 6, 1999 May 21, 1999 in connection with
Global Health the Acquisition
Sciences Fund
- --------------------------------------------------------------------------------
Credit Suisse July 6, 1999 May 21, 1999 in connection with
Global Post- the Acquisition
Venture
Capital Fund
- --------------------------------------------------------------------------------
Credit Suisse October 26, 1998 October 26, 1998 in connection with
Global organization of the
Technology Fund
Fund
- --------------------------------------------------------------------------------
International July 6, 1999 May 21, 1999 in connection with
Focus the Acquisition
Portfolio
(Credit Suisse
Institutional
Fund)
- --------------------------------------------------------------------------------
Credit Suisse July 20, 1998 July 20, 1998 in connection with
Institutional the organization of
International the Fund
Fund
- --------------------------------------------------------------------------------
Credit Suisse July 6, 1999 May 21, 1999 in connection with
International the Acquisition
Focus Fund
- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------
PURPOSE OF LAST
DATE OF ADVISORY DATE LAST APPROVED SUBMISSION TO
FUND AGREEMENT BY SHAREHOLDERS SHAREHOLDERS
- --------------------------------------------------------------------------------
International March 23, 2001 March 23, 2001 in connection with
Fund Credit Suisse's
(Credit Suisse acquisition of
Opportunity Donaldson Lufkin
Funds) & Jenrette
- --------------------------------------------------------------------------------
Japan
Growth
Fund
- --------------------------------------------------------------------------------
Emerging July 6, 1999 May 21, 1999 in connection with
Markets the Acquisition
Portfolio
(Credit Suisse
Trust)
- --------------------------------------------------------------------------------
Global Post- July 6, 1999 May 21, 1999 in connection with
Venture the Acquisition
Capital
Portfolio
(Credit
Suisse Trust)
- --------------------------------------------------------------------------------
Global November 16, 2000 November 16, 2000 in connection with
Technology the organization of
Portfolio the Fund
(Credit Suisse
Trust)
- --------------------------------------------------------------------------------
International July 6, 1999 May 21, 1999 in connection with
Focus the Acquisition
Portfolio
(Credit Suisse
Trust)
- --------------------------------------------------------------------------------
The Emerging November 3, 2000 October 10, 2000 in connection with
Markets change in fee
Telecommun- structure to base
ications fee on lower of net
Fund asset value or
market value
- --------------------------------------------------------------------------------
As compensation for its services to the Funds, CSAM receives
compensation as a percentage of the average daily net assets of each Fund,
except for the Telecommunications Fund. As compensation for its services to the
Telecommunications Fund, CSAM receives compensation at an annual rate of 1.25%
9
of the first $100 million of the Telecommunications Fund's "Average Weekly Base
Amount," 1.125% of the next $100 million and 1.00% of amounts above $200
million. "Average Weekly Base Amount" is the average of the lesser of (i) the
market value of the Telecommunications Fund's outstanding shares and (ii) the
Telecommunications Fund's net assets, in each case determined as of the last
trading day for each week during that quarter. CSAM is entitled to rights of
indemnification and the advancement of expenses, including reasonable attorneys'
fees, from the Telecommunications Fund in connection with any litigation or
claims brought against CSAM arising out of its services as investment adviser to
the Telecommunications Fund provided certain conditions set forth in the
Advisory Agreement are satisfied. APPENDIX E 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
(other than the Telecommunications Fund). CSAMSI provides shareholder liaison
services to the applicable Funds and performs other services, such as certain
executive and administrative services, and furnishing certain corporate
secretarial services. As compensation for its administrative services to these
Funds, CSAMSI receives compensation as a percentage of the average daily net
assets of the relevant Fund. APPENDIX F sets forth the fees paid by each Fund
(other than the Telecommunications Fund) during the most recent fiscal year.
Each of the Funds (other than Credit Suisse Institutional International
Fund, the International Focus Portfolio of Credit Suisse Institutional Fund, the
Emerging Markets, Global Post-Venture Capital, Global Technology and
International Focus Portfolios of Credit Suisse Trust and the Telecommunications
Fund) 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. Refer to APPENDIX F for a schedule of fees paid to CSAMSI
as co-administrator and distributor.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENT IS APPROVED, CSAM WILL
CONTINUE TO SERVE AS INVESTMENT ADVISER TO THE FUNDS PURSUANT TO THE ADVISORY
AGREEMENTS AND THE CURRENT SERVICE PROVIDERS WILL CONTINUE TO PROVIDE
ADMINISTRATIVE AND DISTRIBUTION SERVICES TO THE FUNDS.
10
DESCRIPTION OF CURRENT SUB-ADVISORY AGREEMENTS
CSAM U.K.
The following Funds have entered into a sub-advisory agreement with
Credit Suisse Asset Management Limited ("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 are aggregate fees that were payable to CSAM U.K. for
the last fiscal year, which amounts are payable by CSAM and not by the Funds.
- --------------------------------------------------------------------------------
DATE OF DATE LAST PURPOSE OF LAST AGGREGATE
CREDIT SUB-ADVISORY APPROVED BY SUBMISSION TO FEE
SUISSE FUND AGREEMENT SHAREHOLDERS SHAREHOLDERS PAYABLE
- --------------------------------------------------------------------------------
Emerging July 14, 2000 July 14, 2000 in connection *
Markets with its
Fund retention
- --------------------------------------------------------------------------------
Global May 1, 2000 May 1, 2000 in connection 0
Financial with its
Services retention
Fund
- --------------------------------------------------------------------------------
Global July 14, 2000 July 14, 2000 in connection $359,210
Health with its
Sciences retention
Fund
- --------------------------------------------------------------------------------
Global May 1, 2002 May 1, 2002 in connection *
Post- with its
Venture retention
Capital
Fund
- --------------------------------------------------------------------------------
Global July 14, 2000 July 14, 2000 in connection $1,160,518
Technology with its
Fund retention
- --------------------------------------------------------------------------------
International May 1, 2002 May 1, 2002 in connection *
Focus with its
Portfolio retention
(Institutional
Fund)
- --------------------------------------------------------------------------------
Institutional May 1, 2002 May 1, 2002 in connection *
International with its
Fund retention
- --------------------------------------------------------------------------------
11
- --------------------------------------------------------------------------------
DATE OF DATE LAST PURPOSE OF LAST AGGREGATE
CREDIT SUB-ADVISORY APPROVED BY SUBMISSION TO FEE
SUISSE FUND AGREEMENT SHAREHOLDERS SHAREHOLDERS PAYABLE
- --------------------------------------------------------------------------------
International May 1, 2002 May 1, 2002 in connection *
Focus with its
Fund retention
- --------------------------------------------------------------------------------
International May 1, 2002 May 1, 2002 in connection *
Fund with its
(Opportunity retention
Funds)
- --------------------------------------------------------------------------------
Emerging July 14, 2000 July 14, 2000 in connection $138,719
Markets with its
Portfolio retention
(Trust)
- --------------------------------------------------------------------------------
Global May 1, 2002 May 1, 2002 in connection *
Post- with its
Venture retention
Capital
Portfolio
(Trust)
- --------------------------------------------------------------------------------
Global November 16, November 16, in connection 0
Technology 2000 2000 with its
Portfolio organization
(Trust)
- --------------------------------------------------------------------------------
International May 1, 2002 May 1, 2002 in connection *
Focus with its
Portfolio retention
(Trust)
- --------------------------------------------------------------------------------
* Because each Sub-Advisory Agreement became effective on May 1, 2002, no fees
were payable for the last fiscal year.
With respect to all of the Funds listed above, the aggregate
compensation payable by CSAM to CSAM U.K. under the respective sub-advisory
agreements is an annual fee of $250,000 for services rendered with respect to
the Funds listed above and all other Credit Suisse Funds for which CSAM U.K. has
been appointed as subadviser and which CSAM and CSAM U.K. agree will be governed
by this fee schedule. Prior to May 14, 2002, with respect to each of the
Emerging Markets Fund, Global Financial Services Fund, Global Health Sciences
Fund, Global Technology Fund and the Emerging Markets and Global Technology
Portfolios of the Trust, the rate of compensation payable to CSAM U.K. under
each of the respective sub-advisory agreements was an annual fee equal to 50% of
the net quarterly amount (after fee waivers and reimbursements) received by CSAM
as investment adviser.
12
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 Japan
The Global Financial Services Fund, Global Health Sciences Fund, Global
Post-Venture Capital Fund, Global Technology Fund, International Focus Portfolio
of the Institutional Fund, Institutional International Fund, International Focus
Fund, Japan Growth Fund, International Fund of the Opportunity Funds, and Global
Post-Venture Capital, Global Technology, and International Focus Portfolios of
the Trust have entered into a sub-advisory agreement with Credit Suisse Asset
Management Limited ("CSAM Japan"). Each sub-advisory agreement (other than that
for the Global Technology Portfolio of the Trust) is dated May 1, 2002 and was
approved by shareholders at a special meeting held for such purpose on May 1,
2002. The sub-advisory agreement for the Global Technology Portfolio of the
Trust is dated May 10, 2002 and was approved by shareholders at a special
meeting held for such purpose on May 10, 2002.
The aggregate compensation payable by CSAM to CSAM Japan under the
respective sub-advisory agreements is an annual fee of $250,000 for services
rendered with respect to the Funds named in the previous paragraph and all other
Credit Suisse Funds for which CSAM Japan has been appointed as subadviser and
which CSAM and CSAM Japan agree will be governed by this fee schedule. Because
each Sub-Advisory Agreement with CSAM Japan became effective on May 1, 2002
(except for the Global Technology Portfolio of the Trust which became effective
on May 10, 2002), no fees were payable for the last fiscal year.
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 advisers under the Advisers Act. The
principal executive office of CSAM Japan is Shiroyama JT Mori Bldg. 3-1,
Toranomon 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.
13
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 an 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. ]
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 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.
DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENT
Subject to the supervision of CSAM, each Sub-Advisory Agreement
requires CSAM Australia, 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 Australia 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.
14
In connection with the performance of services under a Sub-Advisory
Agreement, CSAM Australia may contract at its 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 CSAM Australia remains liable for the performance of the
third party's duties.
The services of CSAM Australia under the proposed Sub-Advisory
Agreement are not exclusive. CSAM Australia 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 its ability to perform
its services under the Sub-Advisory Agreement.
Each Sub-Advisory Agreement will terminate automatically in the event
of its assignment. In addition, it may be terminated by CSAM or CSAM Australia
upon 60 days' written notice to the other parties; or with respect to a Fund,
upon the vote of a majority of the Board or a majority of the outstanding voting
securities of the Fund, upon 60 days' written notice to CSAM or CSAM Australia.
In consideration of the services rendered pursuant to a Sub-Advisory
Agreement, CSAM will pay CSAM Australia an aggregate fee of $480,000 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 CSAM Australia has
been appointed as sub-adviser and which CSAM and CSAM Australia agree will be
governed by this fee schedule. The Total Fee may be amended from time to time
upon the mutual agreement of the parties upon notice to shareholders. A quarter
of the Total Fee shall be payable in U.S. dollars in arrears on the last day of
each calendar quarter. The fee for the first period during which a 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.
The portion of the Total Fee allocable with respect to a Fund (for any
calendar quarter or portion thereof) is equal to the product of (a) the Total
Fee and (b) a fraction: (i) the numerator of which is the average monthly net
assets of that Fund during such calendar quarter or portion thereof and (ii) the
denominator of which is the aggregate average monthly net assets of that Fund
and other registered investment companies for which CSAM Australia has been
appointed as such during such calendar quarter or portion thereof (rounded to
the nearest thousand dollars).
15
Based upon this formula, the table below lists the portion of the Total
Fee allocable with respect to each Fund for the calendar quarter ended June 30,
2002.
- --------------------------------------------------------------------------------
CURRENT ALLOCABLE
FUND PORTION OF THE TOTAL FEE
- --------------------------------------------------------------------------------
Credit Suisse Emerging Markets Fund $_____
- --------------------------------------------------------------------------------
Credit Suisse Global Financial Services Fund
- --------------------------------------------------------------------------------
Credit Suisse Global Health Sciences Fund
- --------------------------------------------------------------------------------
Credit Suisse Global Post-Venture Capital Fund
- --------------------------------------------------------------------------------
Credit Suisse Global Technology Fund
- --------------------------------------------------------------------------------
International Focus Portfolio
(Credit Suisse Institutional Fund)
- --------------------------------------------------------------------------------
Credit Suisse Institutional International Fund
- --------------------------------------------------------------------------------
Credit Suisse International Focus Fund
- --------------------------------------------------------------------------------
Japan Growth Fund
- --------------------------------------------------------------------------------
International Fund
(Credit Suisse Opportunity Funds)
- --------------------------------------------------------------------------------
Emerging Markets Portfolio (Credit Suisse Trust)
- --------------------------------------------------------------------------------
Global Post-Venture Capital Portfolio
(Credit Suisse Trust)
- --------------------------------------------------------------------------------
Global Technology Portfolio
(Credit Suisse Trust)
- --------------------------------------------------------------------------------
International Focus Portfolio
(Credit Suisse Trust)
- --------------------------------------------------------------------------------
The Emerging Markets Telecommunications Fund
- --------------------------------------------------------------------------------
CSAM WILL PAY CSAM AUSTRALIA THE SUB-ADVISORY FEE. CSAM AUSTRALIA DOES
NOT HAVE 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 AUSTRALIA
CSAM Australia was registered as a company under the Laws of Victoria,
Australia on September 15, 1989. CSAM Australia is licensed as a securities
dealer and operator of managed investment schemes under the Australian
Corporations Act of 2001 and is an investment adviser under the Advisers Act.
The registered office of CSAM Australia is Level 32 Gateway, 1 Macquarie Place,
Sydney 2001. CSAM Australia is a diversified asset manager, specializing in
equity, fixed income and balanced portfolio management for a range of clients
16
including pension funds, government agencies and large companies as well as
private individuals. CSAM Australia has been in the funds management business
for over 12 years and currently manages over [AUD $22 billion (US $11 billion)]
in assets.
CSAM Australia 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 Australia is governed by a Board of Directors, with the day to day
affairs of the company managed by an Executive Committee. The names and
principal occupations of the directors and officers of CSAM Australia are set
forth below. Each of the persons listed may be contacted c/o Credit Suisse Asset
Management (Australia) Limited, Level 32 Gateway, 1 Macquarie Place, Sydney, NSW
2000, Australia.
- --------------------------------------------------------------------------------
CURRENT POSITION WITH OTHER CURRENT
NAME CSAM AUSTRALIA PRINCIPAL OCCUPATIONS
- --------------------------------------------------------------------------------
AndrewMcKinnon CEO and Director N.A.
- --------------------------------------------------------------------------------
Bronwyn Matheson Director and N.A.
Company Secretary
- --------------------------------------------------------------------------------
William Gates Director N.A.
- --------------------------------------------------------------------------------
Joseph Gallagher Director Global CFO and Member
of Executive Board
- --------------------------------------------------------------------------------
17
THE BOARD OF EACH FUND, INCLUDING THE NON-INTERESTED
BOARD MEMBERS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE PROPOSAL.
*************
ADDITIONAL INFORMATION
GENERAL
The costs of the Special Meeting (estimated at [$835,000] including the
cost of preparing, printing and mailing the enclosed proxy, accompanying notice
and Joint 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 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")
for each Fund other than the Telecommunications Fund, for which Georgeson
Shareholder Communications, Inc ("Georgeson") has been retained, 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 or
Georgeson (in the case of the Telecommunications Fund) 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 (other than the Telecommunications 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 this Joint 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 the 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.
18
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.
Shareholders of the Telecommunications Fund may only vote their proxies
by mail or in person at the Special Meeting. Should the Telecommunications
Fund's shareholders require additional information regarding the proxy or
replacement proxy card, they may contact Georgeson toll-free at 1-800-_____.
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 Joint 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
Senior Vice President of The Emerging Markets
Telecommunications Fund, Inc.
Vice President and Secretary of each other Fund
New York, New York
_____, 2002
19
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20
APPENDIX A
CREDIT SUISSE EMERGING MARKETS 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)
Solomon Smith Barney Inc.* 957,177.9890 16.52% (Common)
Book Entry Account
Attn: Matt Maesstri
333 West 34th Street
7th Floor Mutual Fund Dept
New York, NY 10001-2483
Charles Schwab & Co. Inc.* 1,159,992.2510 20.02% (Common)
Special Custody Account
for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Fransisco, CA 94104-4122
National Financial Svcs Corp.* 663,272.0960 11.45% (Common)
FBO Customers
P.O. Box 3980
Church Street Station
New York, NY 10008-3908
Smith Barney Corporate Trust* 432,619.0860 7.47% (Common)
Company TTEE FBO
Smith Barney 401K
Advisor Group Trust DTD 01/01/98
2 Tower Center
P.O. Box 1063 Plan Valuation Services
East Brunswick, NJ 08816-1063
State Street Bank & Trust Co. 9,545.4870 5.03% (Advisor)
CUST for the IRA of
Russell J. Labowitz
9 Brandywine FLS
Wilmington, DE 19806-1001
A-1
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
Donaldson Lufkin Jenrette* 12,244.3960 6.46% (Advisor)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Credit Suisse Asset Management, LLC* 140.0560 8.11% (A)
466 Lexington Avenue
10th Floor
New York, NY 10017-3142
Donaldson Lufkin Jenrette* 1,569.0650 90.84% (A)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
National Academy of Sciences 190,811.0990 86.51% (Institutional)
2101 Constitution Ave., NW
Washington, DC 20418-0006
Daniel H. Sigg 20,567.3290 9.33% (Institutional)
245 E 93rd Apt. 31C
New York, NY 10128-3968
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-2
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)
Sema Co.* 119,808.3430 94.55% (Common)
12 E. 49th Street
New York, NY 10017-1028
Credit Suisse Asset Management, LLC* 118.3430 14.32% (A)
466 Lexington Avenue
New York, NY 10017-3142
State Street Bank & Trust 470.2300 56.88% (A)
Cust. for the IRA of
Joanne Schenck
P.O. Box 334
Garrison, NY 10524-0334
First Clearing Corporation 221.2390 26.76% (A)
A/C 5402-4217
Louise Z. Mackey Roth IRA
FCC as Custodian
8 Jean Avenue
Loudonville, NY 12211-1542
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-3
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)
Charles Schwab & Co. Inc.* 1,283,238.7750 35.56% (Common)
Special Custody Account
for the Exclusive
Benefit of Customers
Attn.: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Svcs. Corp.* 544,771.5810 15.09% (Common)
FBO Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908
Credit Suisse Asset Management LLC* 50.6070 6.71% (A)
466 Lexington Ave. 10th Fl.
New York, NY 10017-3142
State Street Bank & Trust Co. 218.8250 28.99% (A)
Cust for the SEP IRA of
Harvey Gold 2826 Shade Rd.
Akron, OH 44333-1956
Donaldson Lufkin Jenrette* 472.3970 62.59% (A)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-4
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)
Charles Schwab & Co. Inc.* 2,914,181.1770 51.02% (Common)
Special Custody Account
for the Exclusive
Benefit of Customers
Attn.: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp.* 671,451.6750 11.75% (Common)
FBO Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908
EMJAYCO 8,327.2890 6.20% (Advisor)
Omnibus Account
P.O. Box 170910
Milwaukee, WI 53217-0909
National Financial Services Corp.* 16,601.4220 12.36% (Advisor)
FBO Customers
Church Street Station
P.O. Box 3908
New York, NY 10008-3908
Sterling Trust Company TTEE* 43,239.7700 32.18% (Advisor)
FBO Rohde Brothers Inc.
1380 Lawrence St., Ste. 1400
Denver, CO 80204-2060
First Union National Bank CUST* 8,140.4950 6.06% (Advisor)
FBO Various Retirement Plans
NC-1151
1525 West WT Harris Blvd
Charlotte, NC 28262-8522
A-5
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
Sterling Trust Company TTEE* 6,908.0740 5.14% (Advisor)
FBO Trucker & Travelers 401(k)
1380 Lawrence St., Ste. 1400
Denver, CO 80204-2060
Donaldson Lufkin Jenrette* 2,601.358 97.49% (A)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Donaldson Lufkin Jenrette* 3,990.5100 22.12% (B)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Dain Rauscher Inc. FBO* 7,687.0000 42.61% (B)
Boog-Scott Fam Ltd. Partnership
John Boog-Scott Gen'l Partner
4232 Danmire
Richardson, TX 75082-3758
Dain Rauscher Inc. FBO* 3,040.0000 16.85% (B)
Tony Goodman
3 Cedro Place
Dallas, TX 75230-3000
Donaldson Lufkin Jenrette* 4,971.6040 93.89% (C)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-6
CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
Charles Schwab & Co.* 1,509,322.9130 36.42% (Common)
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Svcs. Corp.* 635,366.8050 15.33% (Common)
FBO Customers
Church St. Station
P.O. Box 3908
New York, NY 10008-3908
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-7
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 Board of Trustees
General Employees 1,613,738.3520 21.74% (Common)
Retirement System*
TTEES City of Ft. Lauderdale
GEN RET PL UAD I-1-73
315 NE 3rd Ave.
Ft. Lauderdale, FL 33301-1149
MAC & CO A/C DEXF1747452 544,051.9010 7.33% (Common)
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Dana Farber Inc. 669,588.2520 9.02% (Common)
c/o Karen Bird
Dana Farber Cancer Institute
44 Binney St. #1530J
Boston, MA 02115-6084
Alaska Plumbing & Pipefitting 865,362.4400 11.66% (Common)
Industry Pension Trust Fund*
c/o Assoc. Administrators Inc.
2929 NW 31st Ave.
Portland, OR 97210-1721
The Northern Trust Co TTEE 1,130,180.7190 15.23% (Common)
FBO GATX Master Trust Ret Trust
DTD 12/19/79
500 W. Monroe St.
Chicago, IL 60661-3671
A-8
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
Sun Trust Bank Atlanta Cust* 687,510.9690 9.26% (Common)
FBO University of Central Fl. FDN
A/C 11-04-123-1126515
P.O. Box 105870
Atlanta, GA 30348-5870
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-9
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)
Hawaii Medical Service 1,209,233.3090 5.69% (Common)
Association
818 Keeaumoko Street
Honolulu, HI 96814-2365
Comerica Bank TTEE* 3,519,280.6170 16.56% (Common)
FBO Consumer Energy
Pension Plan
212 W Michigan Avenue
Jackson, MI 49201-2236
Comerica Bank TTEE* 1,638,386.6380 7.71% (Common)
FBO Consumers Energy
Employee's Savings &
Incentive Plan
U/A 10/1/01
212 W Michigan Avenue
Jackson, MI 49201-2236
Northern Trust Company TTEE* 6,958,904.5900 32.74% (Common)
FBO Tyco International Ltd.
A/C# 22-07149
P.O. Box 92956
Chicago, IL 60675-2956
Northern Marianas Island 1,306,801.8540 6.15% (Common)
Retirement Fund
First Floor Nauru Building
P.O. Box 1247
Saipan MP 96950
TBG Commingled Trust 1,886,122.6590 8.87% (Common)
565 Fifth Avenue
New York, NY 10017-2413
A-10
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
Credit Suisse Asset Management LLC* 89.3660 91.37% (A)
466 Lexington Avenue 10th Floor
New York, NY 10017-3142
Credit Suisse Asset Management LLC* 89.3660 8.23% (B)
466 Lexington Avenue 10th Floor
New York, NY 10017-3142
Donaldson Lufkin Jenrette* 984.2520 90.69% (B)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Donaldson Lufkin Jenrette* 1,746.7250 94.53% (C)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-11
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)
Charles Schwab & Co. Inc.* 8,265,501.4820 26.21% (Common)
Special Custody Account
for the Exclusive
Benefit of Customers
Attn.: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Nat'l Financial Services Corp.* 3,882,552.6110 12.31% (Common)
FBO Customers
Church Street Station
P.O. Box 3908
New York, NY 10008-3908
Connecticut General Life Ins. Co. 6,257,731.9420 97.22% (Advisor)
on Behalf of its Separate Accounts
Attn: Carmen G. Rivera
280 Trumbull St. #819B
Hartford, CT 06103-3509
Merrill Lynch Pierce Fenner
& Smith Inc.* 870.3690 16.61* (A)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Donaldson Lufkin Jenrette* 1,355.8600 25.88% (A)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Raymond James & Assoc. Inc.* 960.000 18.32% (A)
FBO Ray IRA
Bin# 75836218
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
A-12
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS)
Raymond James & Assoc. Inc.* 480.0000 9.16% (A)
FBO Swirda IRA
Bin# 77791977
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
Raymond James & Assoc. Inc.* 1,456.0000 27.79% (A)
FBO Yock IRA
Bin# 51917267
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
Donaldson Lufkin Jenrette* 10,154.7650 98.86% (B)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Credit Suisse Asset Management LLC* 102.3540 20.36% (C)
466 Lexington Ave. 10th Floor
New York, NY 10017-3142
Raymond James & Assoc. Inc.* 385.0000 76.58% (C)
FBO Carter IRA
Bin# 77783232
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-13
CREDIT SUISSE OPPORTUNITY FUNDS
(International Fund)
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)
Donaldson Lufkin Jenrette* 6,364.7320 36.42% (Common)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Raymond James & Assoc. Inc.* 1,500.9950 8.59% (Common)
FBO Duddey IRA
Bin# 73621296
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Donaldson Lufkin Jenrette* 335,097.0100 15.85% (A)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Bankers Trust Company* 285,357.2970 13.50% (A)
FBO 2448094242
P.O. Box 9005
Church Street Station
New York, NY 10008
Donaldson Lufkin Jenrette* 20,580.1900 81.83% (C)
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
Lehman Brothers, Inc. 1,528.5600 6.08% (C)
744-21739-15
101 Hudson Street, 31st Floor
Jersey City, NJ 07302-3915
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
A-14
CREDIT SUISSE TRUST
(Emerging Markets 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 Travelers Sep Account 1,546,949.2260 25.69% (Common)
ABD2 For Variable Annuities
of the Travelers Insurance Co.
1 Tower Square
Hartford, CT 06183
The Travelers Sep Account 787,891.3960 13.08% (Common)
ABD For Variable Annuities
of the Travelers Insurance Co.
1 Tower Square
Hartford, CT 06183
Allmerica Financial Life Ins. 640,830.8120 10.64% (Common)
& Annuity Center
Allmerica FIN
Separate Accounts Mailstop S-310
440 Lincoln St.
Worcester, MA 01653-0002
Kemper Investors 2,585,689.6050 42.93% (Common)
Life Insurance Company
Attn: Karen Portem
1600 McConnor Pkwy
Schaumburg, IL 60196-6801
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-15
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)
Nationwide Life 1,436,661.8890 13.61% (Common)
Insurance Company
Nationwide Variable Account II*
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Pruco Life Flexible Premium 3,225,856.9430 30.55% (Common)
Variable Annuity Account*
213 Washington St. Fl. 7
Newark, NJ 07102-2917
Nationwide Life 815,197.2360 7.72% (Common)
Insurance Company*
NWVA-9
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Fidelity Investments 1,480,962.2390 14.03% (Common)
Life Insurance Company*
82 Devonshire Street #R25B
Boston, MA 02109-3614
Kemper Investors 1,762,439.8580 16.69% (Common)
Life Insurance Company
Variable Annuity Separate Account*
Attn: Karen Portem
1600 McConnor Parkway
Schaumburg, IL 60196-6801
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-16
CREDIT SUISSE TRUST
(Global Technology 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)
Fidelity Investment Institutional* 247,243.5200 43.49% (Common)
Operations CNT as Agent for Certain
Employee Benefit Plans
100 Magellan Way
Covington, KY 41015-1999
Trustlynx & Co. 321,272.6780 56.51% (Common)
House Account
PO Box 173736
Denver, CO 80217-3736
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-17
CREDIT SUISSE TRUST
(International Focus Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
Nationwide Life 11,394,397.9310 65.85% (Common)
Insurance Company
Nationwide Variable Account II*
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Nationwide Life* 1,787,046.7910 10.33% (Common)
Insurance Company
NWVA-9
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Fidelity Investments* 1,966,952.2060 11.37% (Common)
Life Insurance Company
Attn.: Angela Kardaris
82 Devonshire St. #R25B
Boston, MA 02109-3614
* The Portfolio believes these entities are not the beneficial owners of shares
held of record by them.
A-18
APPENDIX B
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------
NUMBER OF
SHARES* PERCENT OF
NAME OF BENEFICIALLY SHARES
DIRECTOR/ NAME OF OWNED OUTSTANDING BY
EXECUTIVE CREDIT SUISSE BY CLASS (1) CLASS
OFFICER TITLE FUND COMMON A B C COMMON A B C
- --------------------------------------------------------------------------------
James Director Institutional 0
Pasman International
- --------------------------------------------------------------------------------
Richard Director Global Post- 1,706 **
Francis venture Capital
- --------------------------------------------------------------------------------
Steven Director Global 49 **
Rappaport Technology
- --------------------------------------------------------------------------------
Director Global Post- 234 **
venture Capital
- --------------------------------------------------------------------------------
Director Global Health 178 **
Sciences
- --------------------------------------------------------------------------------
Director International 200 **
Focus
- --------------------------------------------------------------------------------
Enrique R. Director Telecommuni- **
Arzac cations Fund
- --------------------------------------------------------------------------------
James J. Director Telecommuni- **
Cattano cations Fund
- --------------------------------------------------------------------------------
George W. Director Telecommuni- **
Landau cations Fund
- --------------------------------------------------------------------------------
Martin M. Director Telecommunic- **
Torino cations Fund
- --------------------------------------------------------------------------------
Richard W. Director Telecommunic- **
Watt cations Fund
- --------------------------------------------------------------------------------
(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.
* Rounded to the nearest full share.
** Less than 1% ownership.
B-1
THIS PAGE INTENTIONALLY LEFT BLANK
B-2
APPENDIX C
SUB-INVESTMENT ADVISORY AGREEMENT
______ __, 2002
Credit Suisse Asset Management (Australia) Limited
Level 32, Gateway Building
1 Macquarie Place
SYDNEY NSW 2000
Dear Sir/Madam:
Credit Suisse __________ 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
(Australia) Limited (the "Sub-Adviser"), a company registered under the laws of
the State of Victoria, 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 with 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 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"),
C-1
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 research, 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 the best overall terms available. In assessing the best
overall terms 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 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
C-2
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 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.
(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
C-3
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.
(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-4
(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, provided that such access does not constitute a breach of any
obligation of client confidentiality to which the Sub-Adviser is bound. 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
C-5
the property of the Fund and further agrees to surrender promptly to the Fund
any of such 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, where
practicable, 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
C-7
the foregoing manner, the provisions contained in paragraph numbers 4(c), 7, 8
and 9 shall remain in effect.
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][Trustees] 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 (Australia) Limited, Level 32,
Gateway Building, 1 Macquarie Place, SYDNEY NSW AUSTRALIA Attention: Annette
Golden), telephone: 612 8205 4080 facsimile: 612-8205 4993, email,
annette.k.golden@csam.com (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) 875-3500, 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.
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.
[THE FOLLOWING SECTION 17 APPLIES ONLY TO FUNDS THAT ARE MASSACHUSETTS
BUSINESS TRUSTS.]
17. [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 then
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.]
******************
C-9
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 (AUSTRALIA) LIMITED,
ABN 57 007 305 384, in accordance with its Articles of Association
- ------------------------------
Director
- ------------------------------
Director/Secretary
C-10
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $480,000 (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.
The portion of the Total Fee allocable with respect to the Fund for any
calendar quarter or portion thereof is equal to the product of (a) the Total Fee
and (b) a fraction: (i) the numerator of which is the average monthly net assets
of the Fund during such calendar quarter or portion thereof and (ii) the
denominator of which is the aggregate average monthly net assets of the Fund and
other registered investment companies for which the Sub-Adviser has been
appointed as such during such calendar quarter or portion thereof (rounded to
the nearest thousand dollars).
C-11
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APPENDIX D
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
______ __, 2002
Credit Suisse Asset Management (Australia) Limited
Level 32, Gateway Building
1 Macquarie Place
SYDNEY NSW 2000
Dear Sir/Madam:
The Emerging Markets Telecommunications Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland, and
Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirms their agreement with Credit Suisse Asset Management
(Australia) Limited (the "Sub-Adviser"), a company registered under the laws of
the State of Victoria, 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, as may be amended from time
to time (the "Articles of Incorporation"), and in the Fund's Registration
Statement, as from time to time in effect (the "Registration Statement") and in
such manner and to such extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Registration Statement and Articles of
Incorporation have been or will be submitted to the Sub-Adviser. The Fund agrees
to promptly provide the Sub-Adviser with copies of all amendments to the
Registration Statement 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 accepts the appointment and agrees to furnish the services set
forth below for the compensation provided for herein.
2. Services as Sub-Investment Adviser
2.1 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, (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
D-1
the Registration Statement and investment parameters provided by CSAM from time
to time. In connection therewith, the Sub-Adviser will:
(vi) manage the Assets or furnish recommendations to manage the Assets
in accordance with the Fund's investment objective and policies;
(vii) make investment decisions or recommendations with respect to the
Assets;
(viii) if requested by CSAM will place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(ix) exercise voting rights with respect to the Assets if requested by
CSAM; and
(x) furnish CSAM and the Fund's Board of Directors 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 research, 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
3.1 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 the best overall terms available. In assessing the best
overall terms 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 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.
3.2 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
D-2
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.
3.3 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 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.
3.4 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
4.1 The Sub-Adviser has reviewed the disclosure about the Sub-Adviser
contained in the Fund's proxy statement used in seeking shareholder approval for
this Agreement 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 proxy 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.
4.2 The Sub-Adviser agrees to notify CSAM and the Fund promptly of (i)
any statement about the Sub-Adviser contained in the Registration Statement that
becomes untrue in any material respect, (ii) any omission of a material fact
about the Sub-Adviser in the 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 .
4.3 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
D-3
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.
4.4 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 Registration Statement 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 Fund 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.
(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.
D-4
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 CSAM 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
6.1 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 Registration Statement or is otherwise in violation of applicable law.
6.2 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.
6.3 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, provided that such access does not constitute a breach of any
obligation of client confidentiality held by the Sub-Adviser. 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
7.1 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 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.
D-5
7.2 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
8.1 CSAM agrees that it will furnish to the Sub-Adviser information
related to or concerning the Fund that the Sub-Adviser may reasonably request
8.2 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, where
practicable, 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.
8.3 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 ("disabling conduct"). The
Fund shall indemnify the Sub-Adviser against, and hold it harmless from, any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) not resulting from disabling conduct by the
Sub-Adviser. Indemnification shall be made only following: (i) a final decision
on the merits by a court or other body before whom the proceeding was brought
that the Sub-Adviser was not liable by reason of disabling conduct or (ii) in
the absence of such a decision, a reasonable determination, based upon a review
of the facts, that the Sub-Adviser was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of directors of the Fund who are
neither 'interested persons' of the
D-6
Fund nor parties to the proceeding ('disinterested non-party directors') or (b)
an independent legal counsel in a written opinion. The Sub-Adviser shall be
entitled to advances from the Fund for payment of the reasonable expenses
incurred by it in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under the
Maryland General Corporation Law. The Sub-Adviser shall provide to the Fund a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Sub-Adviser shall provide security
in form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of the full Board of Directors of the Fund, the members of which majority
are disinterested non-party directors, or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Fund at the time the advance is proposed to be made, that there
is reason to believe that the Sub-Advisor will ultimately be found to be
entitled to indemnification. 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.
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
11.1 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).
11.2 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 assets
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 of the Fund;
and any extraordinary expenses.
D-7
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 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 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 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.
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 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 (Australia) Limited, Level 32,
Gateway Building, 1 Macquarie Place, SYDNEY NSW AUSTRALIA Attention: Annette
Golden), telephone: 612 8205 4080- facsimile: 612-8205 4993, email,
annette.k.golden@csam.com (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) 875-3500, telecopy: (212) 878-9351 (Attention:
President).
D-8
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.
16. Miscellaneous
16.1 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.
16.2 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.
16.3 Nothing herein shall be construed to make the Sub-Adviser an agent
of CSAM or the Fund.
16.4 This Agreement may be executed in counterparts, with the same
effect
as if the signatures were upon the same instrument.
******************
D-9
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
THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC.
By: _________________________________
Name: Michael A. Pignataro
Title: Chief Financial Officer
CREDIT SUISSE ASSET
MANAGEMENT (AUSTRALIA) LIMITED,
ABN 57 007 305 384, in accordance with its Articles of Association
- ------------------------------
Director
- ------------------------------
Director/Secretary
D-10
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $480,000 (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, other than The Indonesia Fund, Inc., 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.
The portion of the Total Fee allocable with respect to the Fund for any
calendar quarter or portion thereof is equal to the product of (a) the Total Fee
and (b) a fraction: (i) the numerator of which is the average monthly net assets
of the Fund during such calendar quarter or portion thereof and (ii) the
denominator of which is the aggregate average monthly net assets of the Fund and
other registered investment companies for which the Sub-Adviser has been
appointed as such during such calendar quarter or portion thereof (rounded to
the nearest thousand dollars).
D-11
THIS PAGE INTENTIONALLY LEFT BLANK
APPENDIX E
FEES OF CSAM PURSUANT TO ADVISORY AGREEMENTS
- --------------------------------------------------------------------------------
TOTAL
COMPENSATION
INVESTMENT (AFTER WAIVERS AND FISCAL YEAR
CREDIT SUISSE FUND ADVISORY FEE* REIMBURSEMENTS) ENDED
Emerging Markets Fund 1.25% $228,937 10/31/01
- --------------------------------------------------------------------------------
Global Post-Venture 1.25% $1,138,790 10/31/01
Capital Fund
- --------------------------------------------------------------------------------
Institutional International .80% $2,705,262 8/31/01
Fund
- --------------------------------------------------------------------------------
Global Financial Services .90% $0 8/31/01
Fund
- --------------------------------------------------------------------------------
Global Health Sciences 1.00% $718,420 8/31/01
Fund
- --------------------------------------------------------------------------------
Global Technology Fund 1.00% $2,321,035 8/31/01
- --------------------------------------------------------------------------------
International Focus Fund 1.00% $171,663 10/31/01
- --------------------------------------------------------------------------------
Global Fixed Income 1.00% $513,355 10/31/01
Fund
- --------------------------------------------------------------------------------
International Fund 1.00% $466,287 10/31/01
(Opportunity Funds)
- --------------------------------------------------------------------------------
International Focus .80% $1,159,408 10/31/01
Portfolio
(Institutional Fund)
- --------------------------------------------------------------------------------
Japan Growth Fund 1.25% $462,448 10/31/01
- --------------------------------------------------------------------------------
Emerging Markets 1.25% $277,437 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
International Focus 1.00% $3,835,797 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
Global Technology 1.00% $0 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
Global Post-Venture 1.25% $1,268,446 12/31/01
Capital Portfolio (Trust)
- --------------------------------------------------------------------------------
Emerging Markets ** $1,219,093 11/30/01
Telecommunications Fund
- --------------------------------------------------------------------------------
* As a percentage of average net assets.
E-1
** CSAM receives compensation at an annual rate of 1.25% of the first $100
million of the Emerging Markets Telecommunications Fund's "Average Weekly
Base Amount," 1.125% of the next $100 million and 1.00% of amounts above $200
million. "Average Weekly Base Amount" is the average of the lesser of (i)
market value of the Emerging Markets Telecommunications Fund's outstanding
shares and (ii) the Emerging Markets Telecommunications Fund's net assets, in
each case determined as of the last trading day for each week during that
quarter.
E-2
APPENDIX F
FEES OF CSAMSI
- -------------------------------------------------------------------------------
AGGREGATE FEE AGGREGATE FEE
PAID TO CSAMSI PAID TO CSAMSI FISCAL
FOR ADMINISTRATIVE FOR DISTRIBUTION YEAR
CREDIT SUISSE FUND SERVICES SERVICES ENDED
Emerging Markets Fund $55,922 $143,386 10/31/01
- --------------------------------------------------------------------------------
Global Post-Venture $149,622 $388,784 10/31/01
Capital Fund
- --------------------------------------------------------------------------------
Institutional International $0 $17 8/31/01
Fund
- --------------------------------------------------------------------------------
Global Financial Services $487 $3,276 8/31/01
Fund
- --------------------------------------------------------------------------------
Global Health Sciences $96,743 $241,857 8/31/01
Fund
- --------------------------------------------------------------------------------
International Focus Fund $51,160 $0 10/31/01
- --------------------------------------------------------------------------------
Global Technology Fund $95,736 $652,561 8/31/01
- --------------------------------------------------------------------------------
International Fund $32,136 $136,805 10/31/01
(Opportunity Funds)
- --------------------------------------------------------------------------------
International Focus $201,684 $0 10/31/01
Portfolio
(Institutional Fund)
- --------------------------------------------------------------------------------
Japan Growth Fund $95,558 $242,2200 10/31/01
- --------------------------------------------------------------------------------
Emerging Markets $36,519 $0 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
International Focus $383,580 $0 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
Global Technology $0 $0 12/31/01
Portfolio (Trust)
- --------------------------------------------------------------------------------
Global Post-Venture $121,646 $0 12/31/01
Capital Portfolio (Trust)
- --------------------------------------------------------------------------------
The Emerging Markets N/A N/A N/A
Telecommunications Fund
- --------------------------------------------------------------------------------
F-1
CSSUB-A-0702
[PROXY CARD]
CREDIT SUISSE EMERGING MARKETS 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
Emerging Markets 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 ____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-4-
[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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-6-
[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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-8-
[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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-10-
[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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date 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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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 Limited.
PROXY WILL
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-14-
[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 _____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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 Limited.
PROXY WILL
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-16-
[PROXY CARD]
CREDIT SUISSE OPPORTUNITY FUNDS
INTERNATIONAL FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 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 _____, 2002, at
___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-18-
DETACH CARD
[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
_____, 2002, at ___ 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 _____, 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 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Fund, Credit Suisse Asset
IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse
PROXY WILL Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
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
EMERGING MARKETS PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 Emerging
Markets Portfolio of Credit Suisse Trust (the "Trust Portfolio") as to which I
am entitled to vote, as shown on the reverse side, at a Special Meeting of the
Shareholders of the Trust Portfolio (the "Meeting") to be held on _____, 2002,
at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 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 _____, 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 Trust Portfolio 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Trust Portfolio, Credit Suisse
IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit
PROXY WILL Suisse Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-22-
[PROXY CARD]
CREDIT SUISSE TRUST
INTERNATIONAL FOCUS PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 " Trust Portfolio ")
as to which I am entitled to vote, as shown on the reverse side, at a Special
Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on
_____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio,
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 _____, 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 Trust Portfolio 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Trust Portfolio, Credit Suisse
IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit
PROXY WILL Suisse Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-24-
[PROXY CARD]
CREDIT SUISSE TRUST
GLOBAL TECHNOLOGY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 " Trust Portfolio ") as to
which I am entitled to vote, as shown on the reverse side, at a Special Meeting
of the Shareholders of the Trust Portfolio (the "Meeting") to be held on _____,
2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 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 _____, 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 Trust Portfolio 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]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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 Trust Portfolio,
undersigned shareholder. Credit Suisse Asset Management, LLC
IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management Limited.
PROXY WILL
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-26-
[PROXY CARD]
CREDIT SUISSE TRUST
GLOBAL POST-VENTURE CAPITAL PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 " Trust Portfolio ")
as to which I am entitled to vote, as shown on the reverse side, at a Special
Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on
_____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio,
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 _____, 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 Trust Portfolio 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?
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
-27-
[REVERSE SIDE]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT 212-269-2796
OR ON-LINE AT
www.CreditSuisseFunds.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
undersigned shareholder. Trust Portfolio, Credit Suisse
IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit
PROXY WILL Suisse Asset Management Limited.
BE VOTED "FOR" APPROVAL OF THE
PROPOSAL.
2) 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 change
this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
DETACH CARD
-28-
PROXY
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 100017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Hal Liebes and Michael A. Pignataro, and
each of them separately, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side and in accordance with their judgment on such other matters
as may properly come before the meeting or any adjournments thereof, all shares
of The Emerging Markets Telecommunications Fund, Inc. (the "Fund"), that the
undersigned is entitled to vote at the special meeting of shareholders to be
held on _____, 2002, and at any adjournments thereof.
-29-
[REVERSE SIDE]
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
---
THIS PROXY WHEN PROPERLY EXECUTED For Against Abstain
WILL BE VOTED IN THE MANNER 1) To approve the Sub-Investment [ ] [ ] [ ]
DIRECTED HEREIN BY THE Advisory Agreement among the Fund,
UNDERSIGNED SHAREHOLDER. IF NO Credit Suisse Asset Management, LLC
DIRECTION IS MADE, THIS PROXY and Credit Suisse Asset Management
WILL BE VOTED "FOR" THE PROPOSAL. (Australia) Limited.
2) To transact such other business as may
properly come before the Meeting or
any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[ ]
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: ___________________ Date: ________
Signature: ___________________ Date: ________
DETACH CARD
-30-