As filed with the Securities and Exchange Commission on February 28, 2003
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
CREDIT SUISSE MUNICIPAL BOND FUND, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 FUNDS
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
o Credit Suisse Tax Efficient Fund
o Credit Suisse Large Cap Value Fund
o Credit Suisse Small Cap Value Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional Fund
o Capital Appreciation Portfolio
o Harbinger Portfolio
o International Focus Portfolio
o Investment Grade Fixed Income Portfolio
o Large Cap Value Portfolio
o Select Equity Portfolio
o Small Cap Growth Portfolio
Credit Suisse Institutional High Yield Fund
Credit Suisse Institutional International Fund
Credit Suisse Institutional Money Market Fund
o Government Portfolio
o Prime Portfolio
Credit Suisse International Focus Fund
Credit Suisse Investment Grade Bond Fund
Credit Suisse Japan Growth Fund
Credit Suisse Municipal Bond Fund
Credit Suisse New York Municipal Fund
Credit Suisse New York Tax Exempt Fund
Credit Suisse Opportunity Funds
o Credit Suisse High Income Fund
o Credit Suisse Municipal Money Fund
o Credit Suisse U.S. Government Money Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
Credit Suisse Trust
o Blue Chip Portfolio
o Emerging Growth Portfolio
o Emerging Markets Portfolio
o Global Post-Venture Capital Portfolio
o Global Technology Portfolio
o International Focus Portfolio
o Large Cap Value Portfolio
o Small Cap Growth Portfolio
o Small Cap Value Portfolio
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
Please take notice that Special Meetings of Shareholders (each a
"Special Meeting") of each Credit Suisse Fund listed above (each a "Fund" and,
collectively, the "Funds") will be held jointly at the offices of Credit Suisse
Asset Management, LLC (the "Adviser"), 466 Lexington Avenue, 16th Floor, New
York, NY 10017, on April 11, 2003, at 3 p.m., Eastern time, for the following
purposes:
1. To elect Directors/Trustees of the Funds;
2(a). For the shareholders of Credit Suisse Institutional Fixed Income Fund,
Credit Suisse Institutional High Yield Fund, Credit Suisse
Institutional International Fund, Credit Suisse Municipal Bond Fund and
Credit Suisse Select Equity Fund: to approve a new investment advisory
agreement (each a "New Advisory Agreement") between each Fund and the
Adviser;
2(b). For the shareholders of Credit Suisse Institutional Fixed Income Fund,
Credit Suisse Institutional High Yield Fund, Credit Suisse
Institutional International Fund, Credit Suisse Municipal Bond Fund and
Credit Suisse Select Equity Fund: to approve the retention or payment
of fees paid or payable to the Adviser for the period April 18, 2000
through the effective date of the proposed New Advisory Agreement;
3. For the shareholders of Credit Suisse High Income Fund, Credit Suisse
Municipal Money Fund and Credit Suisse U.S. Government Money Fund, each
a series of Credit Suisse Opportunity Funds: to approve an amended
distribution plan for each class of each Portfolio;
4. To consider a series of proposals to modify and/or eliminate certain
investment restrictions of the Funds;
5. To change the investment objective of the Funds from fundamental to
non-fundamental;
6. To amend certain Funds' organizational documents; and
7. To transact such other business as may properly come before the Special
Meeting, or any adjournment or postponement thereof.
2
These proposals are discussed in greater detail in the attached proxy
statement. Holders of record of shares of each Fund at the close of business on
February 7, 2003 are entitled to vote at the Special Meeting and at any
adjournments thereof:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card;
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 meeting.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting with respect to one or more Funds or, where applicable, investment
portfolios of a Fund (each a "Portfolio" and together with those Funds that do
not have any separate investment portfolios, the "Portfolios"), the persons
named as proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law, to permit further solicitation of proxies. Any
such adjournment as to a matter requiring, respectively, a Fund-wide or
Portfolio by Portfolio vote will require the affirmative vote of the holders of
a majority of the concerned Fund's (for a Fund-wide vote) or, where applicable,
the concerned Portfolio's (for a Portfolio by Portfolio vote) 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 and will vote against any such adjournment those proxies to be voted
against that proposal.
We encourage you to vote by completing and returning your proxy
card(s), by telephone or through the Internet. These voting methods will reduce
the time and costs associated with the proxy solicitation. Whichever method you
choose, please read the full text of the proxy statement before your vote.
By order of the governing Boards,
[GRAPHIC OMITTED]
Hal Liebes
Secretary
February 28, 2003
3
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY OR SUBMIT YOUR PROXY BY PHONE OR OVER THE INTERNET. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN SUBMITTING YOUR PROXY PROMPTLY.
4
CREDIT SUISSE FUNDS
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
o Credit Suisse Tax Efficient Fund
o Credit Suisse Large Cap Value Fund
o Credit Suisse Small Cap Value Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional Fund
o Capital Appreciation Portfolio
o Harbinger Portfolio
o International Focus Portfolio
o Investment Grade Fixed Income Portfolio
o Large Cap Value Portfolio
o Select Equity Portfolio
o Small Cap Growth Portfolio
Credit Suisse Institutional High Yield Fund
Credit Suisse Institutional International Fund
Credit Suisse Institutional Money Market Fund
o Government Portfolio
o Prime Portfolio
Credit Suisse International Focus Fund
Credit Suisse Investment Grade Bond Fund
Credit Suisse Japan Growth Fund
Credit Suisse Municipal Bond Fund
Credit Suisse New York Municipal Fund
Credit Suisse New York Tax Exempt Fund
Credit Suisse Opportunity Funds
o Credit Suisse High Income Fund
o Credit Suisse Municipal Money Fund
o Credit Suisse U.S. Government Money Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
1
Credit Suisse Trust
o Blue Chip Portfolio
o Emerging Growth Portfolio
o Emerging Markets Portfolio
o Global Post-Venture Capital Portfolio
o Global Technology Portfolio
o International Focus Portfolio
o Large Cap Value Portfolio
o Small Cap Growth Portfolio
o Small Cap Value Portfolio
466 Lexington Avenue
New York, NY 10017
--------------------------------------------------
JOINT PROXY STATEMENT
--------------------------------------------------
GENERAL
This 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," and members of the Board will be referred to as "Directors"), of each
of the Credit Suisse Funds listed above (each a "Fund" and, collectively, the
"Funds") for use at the Special Meeting of Shareholders of each Fund, to be held
jointly at the offices of Credit Suisse Asset Management, LLC ("CSAM" or the
"Adviser"), 466 Lexington Avenue, 16th Floor, New York, NY 10017, on April 11,
2003 at 3 p.m., Eastern time, and at any and all adjournments thereof (the
"Special Meeting"). (In the descriptions of the various proposals below, the
word "fund" is sometimes used to mean investment companies or series thereof in
general, and not the Funds whose proxy statement this is.)
This Proxy Statement, the Notice of Special Meeting and the proxy cards
are first being mailed to shareholders on or about February 28, 2003 or as soon
as practicable thereafter. Any shareholder giving a proxy has the power to
revoke it on the Internet, by telephone, by mail (addressed to Hal Liebes,
Secretary of the Credit Suisse Funds, c/o Credit Suisse Asset Management, LLC,
466 Lexington Avenue, New York, NY 10017), in person at the Special Meeting, by
executing a superseding proxy or by submitting a notice of revocation. All
properly executed proxies received in time for the Special Meeting will be voted
as specified in the proxy or, if no specification is made, in favor of each
proposal referred to in the Proxy Statement.
2
The presence at any Special Meeting, in person or by proxy, of the
holders of one-third (a majority of the shareholders in the case of certain
Funds and Portfolios) of the shares entitled to be cast of a Fund (for a
Fund-wide vote) or an investment portfolio of a Fund (each a "Portfolio" and
together with those Funds that do not have any separate investment portfolios,
the "Portfolios") (for a Portfolio by Portfolio vote) shall be necessary and
sufficient to constitute a quorum for the transaction of business requiring,
respectively, Fund-wide or Portfolio by Portfolio voting. The quorum requirement
for each Fund and Portfolio is indicated next to its name on Exhibit A to this
Proxy Statement. In the event that the necessary quorum to transact business or
the vote required to approve or reject any proposal is not obtained at the
Special Meeting with respect to one or more Funds or, where applicable,
Portfolios, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law to permit further
solicitation of proxies with respect to any proposal which did not receive the
vote necessary for its passage or to obtain a quorum. With respect to those
proposals for which there is represented a sufficient number of votes in favor,
actions taken at the Special Meeting will be effective irrespective of any
adjournments with respect to any other proposals. Any such adjournment as to a
matter requiring, respectively, a Fund-wide or a Portfolio by Portfolio vote
will require the affirmative vote of the holders of a majority of the concerned
Fund's (for a Fund-wide vote) or Portfolio's (for a Portfolio by Portfolio vote)
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 that proposal and will vote against any such
adjournment those proxies to be voted against that proposal. For purposes of
determining the presence of a quorum for transacting business at the Special
Meeting, abstentions and broker "non-votes" will be treated as shares that are
present but which have not been voted. Broker non-votes are proxies received
from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.
Each Portfolio 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 Portfolio and a copy of any more recent semiannual
report, without charge, by calling 1-800-927-2874 (or for any Portfolio of
Credit Suisse Trust or any Credit Suisse Institutional Fund, 1-800-222-8977) or
by writing to Credit Suisse Funds, P.O. Box 55030, Boston, MA 02205-5030.
3
The proposals described in this proxy statement and the Portfolios to
which each applies are set forth below:
- --------------------------------------------------------------------------------
AFFECTED CREDIT SUISSE
SUMMARY OF PROPOSAL FUNDS/PORTFOLIOS
- --------------------------------------------------------------------------------
1. Election of Directors/Trustees All Funds
- --------------------------------------------------------------------------------
2(a). Approval of new investment Institutional Fixed Income Fund,
advisory agreement Institutional High Yield Fund,
Institutional International Fund,
Municipal Bond Fund and Select Equity Fund
- --------------------------------------------------------------------------------
2(b). Approval of retention or Institutional Fixed Income Fund,
payment of fees paid or payable Institutional High Yield Fund,
to the Adviser Institutional International Fund,
Municipal Bond Fund and Select Equity Fund
- --------------------------------------------------------------------------------
3. Approval of amended Each class of High Income Fund,
distribution plans Municipal Money Fund and U.S. Government
Money Fund, each a series of
Opportunity Funds
- --------------------------------------------------------------------------------
4. Approval of a series of
proposals to modify and/or
eliminate certain investment
restrictions on:
- --------------------------------------------------------------------------------
4-A. Borrowing All Funds except Cash Reserve Fund,
Institutional Money Market Fund, New
York Tax Exempt Fund, Municipal Money Fund
(a series of Opportunity Funds) and U.S.
Government Money Fund (a series of
Opportunity Funds)
- --------------------------------------------------------------------------------
4-B. Lending All Funds
- --------------------------------------------------------------------------------
4-C. Real Estate All Funds except Cash Reserve Fund,
Institutional Money Market Fund, New
York Tax Exempt Fund, Municipal Money Fund
(a series of Opportunity Funds) and U.S.
Government Money Fund (a series of
Opportunity Funds)
- --------------------------------------------------------------------------------
4-D. Commodities Large Cap Value Fund, Small Cap Value Fund
and Tax Efficient Fund, each a series of
Capital Funds
4
- --------------------------------------------------------------------------------
AFFECTED CREDIT SUISSE
SUMMARY OF PROPOSAL FUNDS/PORTFOLIOS
- --------------------------------------------------------------------------------
4-E. Short Sales Capital Appreciation Fund, Emerging Growth
Fund, Emerging Markets Fund, Fixed Income
Fund, Global Fixed Income Fund, Global
Post-Venture Capital Fund, International
Focus Portfolio of the Institutional
Fund, Large Cap Value Portfolio of the
Institutional Fund, Small Cap Growth
Portfolio of the Institutional Fund,
Investment Grade Bond Fund, Japan Growth
Fund, New York Municipal Fund, High
Income Fund (a series of Opportunity
Funds), Short Duration Bond Fund, and
Emerging Growth, Emerging Markets,
International Focus, Large Cap Value and
Small Cap Growth Portfolios of Credit
Suisse Trust
- --------------------------------------------------------------------------------
4-F. Margin Transactions Capital Appreciation Fund, Tax Efficient
Fund (a series of Capital Funds), Large
Cap Value Fund (a series of Capital
Funds), Small Cap Value Fund (a series
of Capital Funds), Emerging Growth Fund,
Emerging Markets Fund, Fixed Income
Fund, Global Fixed Income Fund, Global
Post-Venture Capital Fund, International
Focus Portfolio of the Institutional
Fund, Large Cap Value Portfolio of the
Institutional Fund, Small Cap Growth
Portfolio of the Institutional Fund,
International Focus Fund, Investment
Grade Bond Fund, Japan Growth Fund, New
York Municipal Fund, Short Duration Bond
Fund, Small Cap Growth Fund, and
Emerging Growth, Emerging Markets,
Global Post-Venture Capital,
International Focus, Large Cap Value and
Small Cap Growth Portfolios of Credit
Suisse Trust
5
- --------------------------------------------------------------------------------
AFFECTED CREDIT SUISSE
SUMMARY OF PROPOSAL FUNDS/PORTFOLIOS
- --------------------------------------------------------------------------------
4-G. Oil, Gas & Mineral Capital Appreciation Fund, Emerging
Programs Growth Fund, Emerging Markets Fund,
Fixed Income Fund, Global Fixed Income
Fund, Global Post-Venture Capital Fund,
International Focus Portfolio of the
Institutional Fund, Large Cap Value
Portfolio of the Institutional Fund,
Small Cap Growth Portfolio of the
Institutional Fund, International Focus
Fund, Investment Grade Bond Fund, Japan
Growth Fund, New York Municipal Fund,
Short Duration Bond Fund, Small Cap
Growth Fund, and Emerging Growth,
Emerging Markets, Global Post-Venture
Capital, International Focus, Large Cap
Value and Small Cap Growth Portfolios of
Credit Suisse Trust
- --------------------------------------------------------------------------------
4-H. Investing for Control Tax Efficient Fund, Large Cap Value Fund
and Small Cap Value Fund, each a series of
Capital Funds
- --------------------------------------------------------------------------------
4-I. Investment in Securities Tax Efficient Fund and Large Cap Value
Owned by Management Fund, each a series of Capital Funds
- --------------------------------------------------------------------------------
4-J. Unseasoned Issuers Tax Efficient Fund and Large Cap Value
Fund, each a series of Capital Funds and
the International Focus Portfolio of the
Institutional Fund
- --------------------------------------------------------------------------------
4-K. Pledging Capital Appreciation Fund, Tax Efficient
Fund (a series of Capital Funds), Large
Cap Value Fund (a series of Capital
Funds), Small Cap Value Fund (a series of
Capital Funds), Emerging Growth Fund,
International Focus Portfolio of
Institutional Fund, Institutional Fixed
Income Fund, Institutional High Yield
Fund, Municipal Bond Fund, Select Equity
Fund and Global Technology Portfolio of
Credit Suisse Trust
6
- --------------------------------------------------------------------------------
AFFECTED CREDIT SUISSE
SUMMARY OF PROPOSAL FUNDS/PORTFOLIOS
- --------------------------------------------------------------------------------
4-L. Investing in Other Capital Appreciation Fund, Tax Efficient
Investment Companies Fund (a series of
Capital Funds), Large Cap Value Fund (a
series of Capital Funds), Cash Reserve
Fund, Emerging Growth Fund, Fixed Income
Fund, Global Fixed Income Fund,
International Focus Portfolio of the
Institutional Fund, Investment Grade
Bond Fund, New York Municipal Fund and
New York Tax Exempt Fund
- --------------------------------------------------------------------------------
4-M. Joint Trading Accounts Tax Efficient Fund and Large Cap Value
Fund, each a series of Capital Funds
- --------------------------------------------------------------------------------
4-N. Warrants Cash Reserve Fund
- --------------------------------------------------------------------------------
4-O. Concentration Cash Reserve Fund
- --------------------------------------------------------------------------------
4-P. Investing in Equities Cash Reserve Fund
- --------------------------------------------------------------------------------
4-Q.10% per Issuer Limit Capital Appreciation Fund, Fixed Income
Fund, Investment Grade Bond Fund and
International Focus Portfolio of
Institutional Fund
- --------------------------------------------------------------------------------
4-R. Restricted Securities Small Cap Value Fund
- --------------------------------------------------------------------------------
5. Approval of change of All Funds
investment objective from
fundamental to non-fundamental
- --------------------------------------------------------------------------------
6. Approval of amendment of
organizational documents on:
- --------------------------------------------------------------------------------
6-A. Involuntary Redemptions All Funds except Short Duration
Bond Fund
7
- --------------------------------------------------------------------------------
AFFECTED CREDIT SUISSE
SUMMARY OF PROPOSAL FUNDS/PORTFOLIOS
- --------------------------------------------------------------------------------
6-B. Reorganization of the Fund Capital Appreciation Fund, Capital Funds
or its Series without shareholder (Tax Efficient Fund, Large Cap Value Fund
approval and Small Cap Value Fund), Fixed Income
Fund, New York Municipal Fund,
Opportunity Funds (High Income Fund,
Municipal Money Fund and U.S. Government
Money Fund), and Credit Suisse Trust
(Blue Chip Portfolio, Emerging Growth
Portfolio, Emerging Markets Portfolio,
Global Post-Venture Capital Portfolio,
Global Technology Portfolio,
International Focus Portfolio, Large Cap
Value Portfolio, Small Cap Growth
Portfolio and Small Cap Value Portfolio)
- --------------------------------------------------------------------------------
Approval of Proposal 1 requires the affirmative vote of a plurality of
the shares of a Fund voting at the Special Meeting. Proposals 2(a), 4 and 5 each
requires the affirmative vote of a "majority of the outstanding voting
securities" of each subject Portfolio, and Proposal 3 requires the affirmative
vote of a "majority of the outstanding voting securities" of each class of each
subject Portfolio, voting separately. The terms "majority of the outstanding
voting securities" of a Portfolio as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), and as used in this Proxy Statement, means:
the affirmative vote of the lesser of (1) 67% of the voting securities of each
Portfolio present at the meeting if more than 50% of the outstanding shares of
the Portfolio are present in person or by proxy or (2) more than 50% of the
outstanding shares of each Portfolio. Approval of Proposal 2(b) requires the
affirmative vote of a majority of the shares of each applicable Portfolio voting
at the Special Meeting. Approval of Proposal 6 requires the affirmative vote of
a majority of the shares of each applicable Fund voting at the Special Meeting.
Abstentions and broker non-votes will have the effect of a "no" vote
for Proposals 2(a), 3, 4 and 5, which require the approval of a specified
percentage of the outstanding shares of each Portfolio. Abstentions and broker
non-votes will not be counted in favor of, but will have no other effect on the
vote for Proposals 1, 2(b) and 6, which require the approval of a (i) for
Proposal 1, plurality of the shares of each Fund, and (ii) for Proposals 2(b)
and 6, a majority of the shares of each Fund, voting at the Special Meeting.
The Portfolios of the Credit Suisse Trust (the "Trust Portfolios")
offer their shares only to certain insurance companies ("Participating Insurance
Companies") for allocation to certain of their separate accounts established for
the
8
purpose of funding variable annuity contracts and variable life insurance
contracts and tax qualified pension and retirement plans. The shares of the
Trust Portfolios are currently held only by Participating Insurance Companies.
Under current law, the Participating Insurance Companies are required to solicit
voting instructions from variable annuity contract owners who beneficially own
shares in any of the Trust Portfolios 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 the Trust
Portfolios 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 proposals. Unmarked voting
instructions will be voted in favor of the proposals.
Shareholders of each Portfolio of a Fund will vote separately with
respect to each of Proposals 2(a), 2(b), 3, 4 and 5 (if applicable); and
shareholders of each Fund will vote together as a single class on Proposals 1
and 6. Shareholders of each class of the relevant Portfolio will vote separately
with respect to Proposal 3.
The following table summarizes those voting requirements:
SHAREHOLDERS ENTITLED VOTE REQUIRED
TO VOTE FOR APPROVAL
------- ------------
Proposal 1 Shareholders of each Fund Each nominee must be
(Election of Directors/ vote together for each nominee elected by a plurality of
Trustees) (if a Fund has several Portfolios, the Fund voting at the
shareholders of all Portfolios Special Meeting
vote together as a single class)
Proposal 2(a) Shareholders of each Portfolio Approved by a "majority
(Approval of new vote separately of the outstanding voting
Investment securities" of each
Advisory Agreement) Portfolio
Proposal 2(b) Shareholders of each Portfolio Approved by a majority
(Approval of retention vote separately of the shares of each
or payment of fees Portfolio voting at the
paid or payable Special Meeting
to the Adviser)
Proposal 3 Shareholders of each class of Approved by a "majority
(Approval of each Portfolio vote separately of the outstanding voting
amended securities" of each class
Distribution Plans) of the Portfolio
9
SHAREHOLDERS ENTITLED VOTE REQUIRED
TO VOTE FOR APPROVAL
------- ------------
Proposal 4 Shareholders of each Portfolio Approved by a "majority
(Approval of a series vote separately of the outstanding voting
of proposals to modify securities" of each
and/or eliminate Portfolio
certain investment
restrictions of the Funds)
Proposal 5 Shareholders of each Portfolio Approved by a "majority
(Approval of change vote separately of the outstanding voting
of investment objective securities" of each
from fundamental to Portfolio
non-fundamental)
Proposal 6 Shareholders of each Fund vote Approved by a majority
(Approval of together (if a Fund has several of the shares of each
amendment of Portfolios, shareholders of all Fund entitled to vote at
organizational Portfolios vote together as a the Special Meeting
documents) single class)
Unless otherwise stated, the approval of any one Portfolio (or class,
for Proposal 3) is not contingent on the approval of any other Portfolio (or
class), and a proposal will be implemented for a Portfolio (or class for
Proposal 3) even if one or more other Portfolios (or classes) do not approve the
proposal.
Holders of record of the shares of common stock or beneficial interest,
as the case may be, of each Portfolio at the close of business on February 7,
2003 (the "Record Date"), as to any matter on which they are entitled to vote,
will be entitled to one vote per share on all business of the Special Meeting.
The table below sets forth the number of shares outstanding for each Portfolio
as of January 8, 2003.
- --------------------------------------------------------------------------------
NUMBER OF
SHARES OUTSTANDING
NAME OF THE PORTFOLIO AS OF JANUARY 8, 2003
- --------------------------------------------------------------------------------
Credit Suisse Capital Appreciation Fund 43,211,379.939
- --------------------------------------------------------------------------------
Credit Suisse Capital Funds:
- --------------------------------------------------------------------------------
Credit Suisse Tax Efficient Fund 7,304,999.771
- --------------------------------------------------------------------------------
Credit Suisse Large Cap Value Fund 8,866,020.875
- --------------------------------------------------------------------------------
Credit Suisse Small Cap Value Fund 12,908,067.716
- --------------------------------------------------------------------------------
10
- --------------------------------------------------------------------------------
NUMBER OF
SHARES OUTSTANDING
NAME OF THE PORTFOLIO AS OF JANUARY 8, 2003
- --------------------------------------------------------------------------------
Credit Suisse Cash Reserve Fund 137,275,039.617
- --------------------------------------------------------------------------------
Credit Suisse Emerging Growth Fund 19,495,289.883
- --------------------------------------------------------------------------------
Credit Suisse Emerging Markets Fund 4,701,168.277
- --------------------------------------------------------------------------------
Credit Suisse Fixed Income Fund 22,317,181.082
- --------------------------------------------------------------------------------
Credit Suisse Global Fixed Income Fund 11,936,482.038
- --------------------------------------------------------------------------------
Credit Suisse Global Post-Venture Capital Fund 4,626,465.452
- --------------------------------------------------------------------------------
Credit Suisse Institutional Fund:
- --------------------------------------------------------------------------------
Capital Appreciation Portfolio 1,205,117.314
- --------------------------------------------------------------------------------
Harbinger Portfolio* 172,060.988
- --------------------------------------------------------------------------------
International Focus Portfolio 5,979,682.217
- --------------------------------------------------------------------------------
Investment Grade Fixed Income Portfolio 1,646,439.891
- --------------------------------------------------------------------------------
Large Cap Value Portfolio 41,544,961.160
- --------------------------------------------------------------------------------
Select Equity Portfolio 1,492,257.996
- --------------------------------------------------------------------------------
Small Cap Growth Portfolio 7,270,097.699
- --------------------------------------------------------------------------------
Credit Suisse Institutional Fixed Income Fund 16,492,783.490
- --------------------------------------------------------------------------------
Credit Suisse Institutional High Yield Fund 8,527,254.909
- --------------------------------------------------------------------------------
Credit Suisse Institutional International Fund 12,741,443.944
- --------------------------------------------------------------------------------
Credit Suisse Institutional Money Market Fund:
- --------------------------------------------------------------------------------
Government Portfolio 175,838,414.140
- --------------------------------------------------------------------------------
Prime Portfolio 843,863,928.220
11
- --------------------------------------------------------------------------------
NUMBER OF
SHARES OUTSTANDING
NAME OF THE PORTFOLIO AS OF JANUARY 8, 2003
- --------------------------------------------------------------------------------
Credit Suisse International Focus Fund 30,981,692.107
- --------------------------------------------------------------------------------
Credit Suisse Investment Grade Bond Fund 3,775,262.968
- --------------------------------------------------------------------------------
Credit Suisse Japan Growth Fund 18,588,213.452
- --------------------------------------------------------------------------------
Credit Suisse Municipal Bond Fund 915,163.896
- --------------------------------------------------------------------------------
Credit Suisse New York Municipal Fund 7,848,634.535
- --------------------------------------------------------------------------------
Credit Suisse New York Tax Exempt Fund 124,468,307.070
- --------------------------------------------------------------------------------
Credit Suisse Opportunity Funds:
- --------------------------------------------------------------------------------
Credit Suisse High Income Fund Class A 2,807,748.600
- --------------------------------------------------------------------------------
Credit Suisse High Income Fund Class B 1,417,526.250
- --------------------------------------------------------------------------------
Credit Suisse High Income Fund Class C 2,752,852.528
- --------------------------------------------------------------------------------
Credit Suisse High Income Fund Common Class 183,822.625
- --------------------------------------------------------------------------------
Credit Suisse Municipal Money Fund Class A 41,934,804.530
- --------------------------------------------------------------------------------
Credit Suisse U.S. Government Money Fund Class A 32,000,469.770
- --------------------------------------------------------------------------------
Credit Suisse Select Equity Fund 834,428.268
- --------------------------------------------------------------------------------
Credit Suisse Short Duration Bond Fund 19,038,629.445
- --------------------------------------------------------------------------------
Credit Suisse Small Cap Growth Fund 3,136,478.741
- --------------------------------------------------------------------------------
Credit Suisse Strategic Small Cap Fund 100,654.484
- --------------------------------------------------------------------------------
Credit Suisse Trust:
- --------------------------------------------------------------------------------
Blue Chip Portfolio 2,746,554.658
- --------------------------------------------------------------------------------
Emerging Growth Portfolio 4,046,693.097
- --------------------------------------------------------------------------------
12
- --------------------------------------------------------------------------------
NUMBER OF
SHARES OUTSTANDING
NAME OF THE PORTFOLIO AS OF JANUARY 8, 2003
- --------------------------------------------------------------------------------
Emerging Markets Portfolio 6,534,530.401
- --------------------------------------------------------------------------------
Global Post-Venture Capital Portfolio 9,639,717.861
- --------------------------------------------------------------------------------
Global Technology Portfolio 524,688.994
- --------------------------------------------------------------------------------
International Focus Portfolio 13,997,591.759
- --------------------------------------------------------------------------------
Large Cap Value Portfolio 2,237,150.986
- --------------------------------------------------------------------------------
Small Cap Growth Portfolio 53,959,864.231
- --------------------------------------------------------------------------------
Small Cap Value Portfolio 952,636.778
- --------------------------------------------------------------------------------
* The Harbinger Portfolio commenced operations on January 16, 2003. The number
of shares outstanding information is as of January 27, 2003.
Annex I attached hereto sets forth information as of January 8, 2002
regarding the persons known by each Portfolio to beneficially own more than 5%
of the outstanding shares of such Portfolio.
13
PROPOSAL 1:
ELECTION OF DIRECTORS/TRUSTEES FOR EACH FUND
At the Special Meeting, eight persons are to be elected who will
constitute the Board of Directors or Trustees, as the case may be, of each Fund.
(For ease of reference the term "Director" will be used for both Directors and
Trustees.) For election of Directors at the Special Meeting, each Fund's Board
has approved the nomination of the following individuals: Richard H. Francis,
Jack W. Fritz, Joseph D. Gallagher, Jeffrey E. Garten, Peter F. Krogh, James S.
Pasman, Jr., Steven N. Rappaport and William W. Priest. If elected, Mr.
Gallagher will become Chairman of each Fund's Board.
The persons named as proxies on the enclosed proxy card will vote for
the election of the nominees named above unless authority to vote for any or all
of the nominees is withheld in the proxy. Each Director so elected will serve as
a Director of the respective Fund until the next meeting of shareholders, if
any, called for the purpose of electing Directors and until the election and
qualification of a successor or until such Director sooner resigns, dies or is
removed as provided in the organizational documents of each Fund.
Each of the nominees, except for Mr. Gallagher, currently serves as a
director of each Fund. Each nominee has indicated that he is willing to continue
to serve as a Director. If any or all of the nominees should become unavailable
for election due to events not now known or anticipated, the persons named as
proxies will vote for such other nominee or nominees as the Directors may
recommend.
The following table sets forth certain information concerning the
current Directors and nominees. Unless otherwise noted, each of the Directors
and nominees has engaged in the principal occupation listed in the following
table for more than five years, but not necessarily in the same capacity.
14
NOMINEES
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
TERM OF IN FUND DIRECTOR-
OFFICE1 COMPLEX SHIPS
POSITION(S) AND OVERSEEN BY HELD BY
NAME, HELD LENGTH PRINCIPAL DIRECTOR OR DIRECTOR
ADDRESS WITH OF TIME OCCUPATION(S) DURING NOMINEE OR NOMINEE
AND AGE FUND SERVED PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------
Richard H. Francis Director Since Currently retired; Executive 54 None
c/o Credit Suisse 1999 Vice President and Chief
Asset Management, LLC Financial Officer of Pan Am
466 Lexington Avenue Corporation and Pan
New York, New York American World Airways,
10017-3140 Inc. from 1988 to 1991
Age: 70
- ----------------------------------------------------------------------------------------------------------------------
Jack W. Fritz Director Since Private investor; Consultant 53 Director of
2425 North Fish 1987 and Director of Fritz Broadcasting, Advo, Inc.
Creek Road Inc. and Fritz Communications (direct
P.O. Box 1287 (developers and operators of mail
Wilson, Wyoming 83014 radio stations) since 1987 advertising)
Age: 75
- ----------------------------------------------------------------------------------------------------------------------
Jeffrey E. Garten Director Since Dean of Yale School of 53 Director of
Box 208200 1998 Management and William S. Aetna, Inc.;
New Haven, Beinecke Professor in the Practice Director of
Connecticut of International Trade and Finance; Calpine
06520-8200 Undersecretary of Commerce for Energy
Age: 56 International Trade from November Corporation;
1993 to October 1995; Professor at Director of
Columbia University from CarMax
September 1992 to November 1993 Group (used
car dealers)
- ----------------------------------------------------------------------------------------------------------------------
15
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
TERM OF IN FUND DIRECTOR-
OFFICE1 COMPLEX SHIPS
POSITION(S) AND OVERSEEN BY HELD BY
NAME, HELD LENGTH PRINCIPAL DIRECTOR OR DIRECTOR
ADDRESS WITH OF TIME OCCUPATION(S) DURING NOMINEE OR NOMINEE
AND AGE FUND SERVED PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------
Peter F. Krogh Director Since Dean Emeritus and Distinguished 53 Member of
301 ICC 2001 Professor of International Affairs Board of The
Georgetown University at the Edmund A. Walsh School of Carlisle
Washington, DC 20057 Foreign Service, Georgetown Companies
Age: 66 University; Moderator of PBS Inc.; Member
foreign affairs television series of Selection
Committee
for Truman
Scholars and
Henry Luce
Scholars;
Senior
Associate of
Center for
Strategic and
International
Studies;
Trustee of
numerous
world affairs
organizations
- ----------------------------------------------------------------------------------------------------------------------
James S. Pasman, Jr. Director Since Currently retired; President and 55 Director of
c/o Credit Suisse 1999 Chief Operating Officer of Education
Asset Management, LLC National InterGroup, Inc. (holding Management
466 Lexington Avenue company) from April 1989 to Corp., former
New York, New York March 1991; Chairman of Director of
10017-3140 Permian Oil Co. from April 1989 Tyco Inter-
Age: 71 to March 1991 national Ltd.
- ----------------------------------------------------------------------------------------------------------------------
Steven N. Rappaport Director Since Partner of Lehigh Court, LLC 54 None
Lehigh Court, LLC 1999 since July 2002, President of
40 East 52nd Street, SunGard Securities Finance, Inc.,
New York, New York from 2001 to July 2002; President
10022 of Loanet, Inc. (on-line accounting
Age: 54 service) from 1995 to 2001;
Director, President, North American
Operations, and former Executive Vice
President from 1992 to 1993 of Worldwide
Operations of Metallurg Inc. (manufacturer
of specialty metals and alloys); Executive
Vice President, Telerate, Inc. (provider of
real-time information to the capital
markets) from 1987 to 1992; Partner in the
law firm of Hartman & Craven until 1987
- ----------------------------------------------------------------------------------------------------------------------
16
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
TERM OF IN FUND DIRECTOR-
OFFICE1 COMPLEX SHIPS
POSITION(S) AND OVERSEEN BY HELD BY
NAME, HELD LENGTH PRINCIPAL DIRECTOR OR DIRECTOR
ADDRESS WITH OF TIME OCCUPATION(S) DURING NOMINEE OR NOMINEE
AND AGE FUND SERVED PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------
Joseph D. Gallagher2 Director N/A Managing Director and 60 None
Credit Suisse Asset Nominee Chief Executive Officer
Management, LLC of CSAM since 2003;
466 Lexington Avenue Chief Executive Officer
New York, New York and Director of Credit
10017-3140 Suisse Asset Management
Age: 40 Limited, London, England,
from June 2000 to 2003; Director
of Credit Suisse Asset Management
Funds (UK) Limited, London,
England, from June 2000 to 2003;
Managing Director, Head - Asian
Corporate Finance and M&A's, Credit
Suisse First Boston, Hong Kong,
China, from January 1998
to May 1999; and Director,
Head - Asian Corporate Finance,
Credit Suisse First Boston,
Hong Kong, China, from October 1993
to December 1997
- ----------------------------------------------------------------------------------------------------------------------
William W. Priest3 Director Since Co-Managing Partner, 60 None
Steinberg Priest & 1999 Steinberg Priest & Sloane Capital
Sloane Capital Management since March 2001;
Management Chairman and Managing Director
12 East 49th Street of CSAM from 2000 to February
12th Floor 2001, Chief Executive Officer and
New York, Managing Director of CSAM from
New York 10017 1990 to 2000
Age: 61
- ----------------------------------------------------------------------------------------------------------------------
1 Each Director and Officer serves until his or her respective successor has
been duly elected and qualified.
2 Mr. Gallagher is a Director who is an "interested person" of the Funds as
defined in the 1940 Act, because he is an officer of CSAM.
3 Mr. Priest is a Director who is an "interested person" of the Funds as
defined in the 1940 Act, because he provides consulting services to CSAM.
17
The table below shows the dollar range of each nominee's ownership of
shares of each Portfolio and of all the Credit Suisse Funds served, or to be
served, by the Directors all as of December 31, 2002.
Nominees' Share Ownership Table by Dollar Range*
PORTFOLIO
NAME FRANCIS FRITZ GALLAGHER GARTEN KROGH PASMAN PRIEST RAPPAPORT
- ---------------------------------------------------------------------------------
Capital Appreciation
Fund C E A A A C A B
- ---------------------------------------------------------------------------------
Capital Funds:
- ---------------------------------------------------------------------------------
Tax Efficient
Fund A A A A A C A A
- ---------------------------------------------------------------------------------
Large Cap Value
Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Small Cap
Value Fund D A A A C A A B
- ---------------------------------------------------------------------------------
Cash Reserve
Fund E C A A A A A B
- ---------------------------------------------------------------------------------
Emerging Growth
Fund C B A A A A A B
- ---------------------------------------------------------------------------------
Emerging Markets
Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Fixed Income
Fund A E A A A A A B
- ---------------------------------------------------------------------------------
Global Fixed
Income Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Global Post-
Venture Capital
Fund C A A A A A A B
- ---------------------------------------------------------------------------------
18
PORTFOLIO
NAME FRANCIS FRITZ GALLAGHER GARTEN KROGH PASMAN PRIEST RAPPAPORT
- ---------------------------------------------------------------------------------
Institutional
Fixed Income
Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Institutional High
Yield Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Institutional
International
Fund A A A A A C A A
- ---------------------------------------------------------------------------------
Institutional
Money Market
Fund:
- ---------------------------------------------------------------------------------
Government
Portfolio A A A A A A A A
- ---------------------------------------------------------------------------------
Prime Portfolio A A A A A A A A
- ---------------------------------------------------------------------------------
International
Focus Fund A E A A A A A B
- ---------------------------------------------------------------------------------
Investment
Grade
Bond Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Japan Growth
Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Municipal
Bond Fund A A A A A A A B
- ---------------------------------------------------------------------------------
New York
Municipal
Fund A A A A A A A B
- ---------------------------------------------------------------------------------
New York Tax
Exempt Fund A A A A A A A B
- ---------------------------------------------------------------------------------
19
PORTFOLIO
NAME FRANCIS FRITZ GALLAGHER GARTEN KROGH PASMAN PRIEST RAPPAPORT
- ---------------------------------------------------------------------------------
Opportunity Funds:
- ---------------------------------------------------------------------------------
High Income
Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Municipal
Money Fund A A A A A A A A
- ---------------------------------------------------------------------------------
U.S. Government
Money Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Select Equity
Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Short Duration
Bond Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Small Cap
Growth Fund A A A A A A A B
- ---------------------------------------------------------------------------------
Strategic Small
Cap Fund A A A A A A A A
- ---------------------------------------------------------------------------------
Aggregate
Dollar Range
of Equity
Securities in
All Funds
Overseen by
Director in
Family of
Investment
Companies E E A A D C A D
- ---------------------------------------------------------------------------------
- ---------------------
* Key to Dollar Ranges:
A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. Over $100,000
20
The information as to beneficial ownership is based on statements furnished to
the Funds by each Director. Unless otherwise noted, beneficial ownership is
based on shared voting and investment power with spouse and/or immediate family.
Mr. Rappaport informed the Funds that his former employer, Loanet, Inc.
("Loanet"), had performed loan processing services for various Credit Suisse
entities (not including CSAM). He indicated that Loanet billed these Credit
Suisse entities approximately $1,700,000 and $2,300,000 during the years ended
December 31, 2000 and 2001, respectively. Prior to May 31, 2001, Mr. Rappaport
was President and a director of Loanet, and held an approximately 25% equity
interest in Loanet. Another investor in Loanet owned an approximately 67% equity
interest and was in control of Loanet until May 31, 2001. On May 31, 2001,
Loanet was sold to Sungard Data Systems, Inc. ("Sungard"). Mr. Rappaport sold
his shares to Sungard, but remained President of Loanet until December 31, 2001.
Mr. Rappaport remained at Loanet for a nominal salary until July 31, 2002 but
had no formal position.
RESPONSIBILITIES OF THE BOARD-- BOARD AND COMMITTEE MEETINGS
The Board of Directors of each Fund is responsible for the general
oversight of Fund business. A majority of the Board's members are not affiliated
with CSAM. These non-interested Directors have primary responsibility for
assuring that each Fund is managed in a manner consistent with the best
interests of its shareholders.
Each Board meets in person at least quarterly to review the investment
performance of the Portfolios and other operational matters, including policies
and procedures designed to assure compliance with various regulatory
requirements. At least annually, the non-interested Directors review the fees
paid to CSAM and its affiliates for investment advisory services and
administrative and distribution services.
The Board of each Fund has an Audit Committee and a Nominating
Committee, the responsibilities of which are described below. The Board of each
Fund does not have a compensation committee. The members of the Audit Committee
and the Nominating Committee consist of all the Directors who are not
"interested persons" of the Fund as defined in the 1940 Act ("Independent
Directors"), namely Messrs. Francis, Fritz, Garten, Krogh, Pasman and Rappaport.
AUDIT COMMITTEE
In accordance with its written charter adopted by the Board, the Audit
Committee oversees the financial reporting process of the Fund and monitors the
valuation of portfolio assets. It also makes recommendations to the Board as to
the selection of the independent public accountants, reviews the audit plan and
audit fees charged, and reviews the results of the Fund's annual audit.
21
NOMINATING COMMITTEE
The Nominating Committee is charged with the duty of selecting and
nominating candidates for election to the Board as Independent Directors. The
Nominating Committee will consider nominees recommended by the Fund's
shareholders when a vacancy becomes available. Shareholders who wish to
recommend a nominee should send nominations to the Fund's Secretary.
The following chart sets forth the number of meetings of the Board, the
Audit Committee and the Nominating Committee of each Fund during the calendar
year 2002.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD
DURING THE CALENDAR YEAR 2002
BOARD OF AUDIT NOMINATING
DIRECTORS COMMITTEE COMMITTEE
NAME OF FUND MEETINGS MEETINGS MEETINGS
Credit Suisse Capital Appreciation Fund 4 4 2
Credit Suisse Capital Funds 4 4 2
Credit Suisse Cash Reserve Fund 4 4 2
Credit Suisse Emerging Growth Fund 4 4 2
Credit Suisse Emerging Markets Fund 6 4 2
Credit Suisse Fixed Income Fund 4 4 2
Credit Suisse Global Fixed Income Fund 5 4 2
Credit Suisse Global Post-Venture
Capital Fund 6 4 2
Credit Suisse Institutional Fixed
Income Fund 4 4 2
Credit Suisse Institutional Fund 5 4 2
Credit Suisse Institutional
High Yield Fund 4 4 2
Credit Suisse Institutional
International Fund 5 4 2
Credit Suisse Institutional
Money Market Fund 4 4 2
Credit Suisse International Focus Fund 6 4 2
22
BOARD OF AUDIT NOMINATING
DIRECTORS COMMITTEE COMMITTEE
NAME OF FUND MEETINGS MEETINGS MEETINGS
Credit Suisse Investment Grade
Bond Fund 4 4 2
Credit Suisse Japan Growth Fund 6 4 2
Credit Suisse Municipal Bond Fund 4 4 2
Credit Suisse New York Municipal Fund 4 4 2
Credit Suisse New York Tax Exempt Fund 5 4 2
Credit Suisse Opportunity Funds 4 4 2
Credit Suisse Select Equity Fund 4 4 2
Credit Suisse Short Duration
Bond Fund 5 4 2
Credit Suisse Small Cap Growth Fund 4 4 2
Credit Suisse Strategic
Small Cap Fund 4 4 2
Credit Suisse Trust 5 4 2
Each incumbent Director attended at least 75% of the total number of
Board meetings and meetings of committees on which he served during each Fund's
last full fiscal year.
23
EXECUTIVE OFFICERS
The following persons are executive officers of each of the Funds:
POSITION(S) HELD
WITH FUND, TERM
OF OFFICE* AND
LENGTH OF TIME PRINCIPAL OCCUPATION(S)
NAME (AGE) SERVED DURING PAST FIVE YEARS
- ---------- ------ ----------------------
Laurence R. Smith Chairman since 2002 Managing Director and
Credit Suisse Asset Global Chief Investment
Management, LLC Officer of CSAM;
466 Lexington Avenue Associated with J.P. Morgan
New York, New York Investment Management
10017-3140 from 1981 to 1999
Age: 44
Hal Liebes, Esq. Vice President and Managing Director and
Credit Suisse Asset Secretary since 1999 Global General Counsel of
Management, LLC CSAM; Associated with
466 Lexington Avenue Lehman Brothers, Inc. from
New York, New York 1996 to 1997; Associated
10017-3140 with CSAM from 1995 to
Age: 38 1996; Associated with CS
First Boston Investment
Management from 1994 to
1995; Associated with
Division of Enforcement,
U.S. Securities and
Exchange Commission from
1991 to 1994
Michael A. Pignataro Treasurer and Chief Director and Director of
Credit Suisse Asset Financial Officer Fund Administration of
Management, LLC since 1999 CSAM; Associated with
466 Lexington Avenue CSAM since 1984
New York, New York
10017-3140
Age: 43
Gregory N. Bressler, Esq. Assistant Secretary Director and Deputy General
Credit Suisse Asset since 2000 Counsel of CSAM;
Management, LLC Associated with CSAM
466 Lexington Avenue since January 2000;
New York, New York Associated with the law
10017-3140 firm of Swidler Berlin
Age: 36 Shereff Friedman LLP from
1996 to 2000
24
POSITION(S) HELD
WITH FUND, TERM
OF OFFICE* AND
LENGTH OF TIME PRINCIPAL OCCUPATION(S)
NAME (AGE) SERVED DURING PAST FIVE YEARS
- ---------- ------ ----------------------
Kimiko T. Fields, Esq. Assistant Secretary Vice President and Legal
Credit Suisse Asset since 2002 Counsel of CSAM;
Management, LLC Associated with CSAM
466 Lexington Avenue since January 1998
New York, New York
10017-3140
Age: 39
Rocco A. DelGuercio Assistant Treasurer Vice President-Fund
Credit Suisse Asset since 1999 Administration of CSAM;
Management, LLC Associated with CSAM
466 Lexington Avenue since June 1996; Assistant
New York, New York Treasurer, Bankers Trust
10017-3140 Co.-- Fund Administration
Age: 39 from March 1994 to June
1996; Mutual Fund
Accounting Supervisor,
Dreyfus Corporation from
April 1987 to March 1994
Joseph Parascondola Assistant Treasurer Assistant Vice President -
Credit Suisse Asset since 2000 Fund Administration of
Management, LLC CSAM since April 2000;
466 Lexington Avenue Assistant Vice President,
New York, New York Deutsche Asset Management
10017-3140 from January 1999 to April
Age: 39 2000; Assistant Vice
President, Weiss, Peck &
Greer LLC from November
1995 to December 1998
Robert M. Rizza Assistant Treasurer Assistant Vice President-
Credit Suisse Asset Since 2002 Fund Administration of
Management, LLC CSAM since January 2001;
466 Lexington Avenue Associated with CSAM
New York, New York since March 1998; Assistant
10017-3140 Treasurer of Bankers Trust
Age: 37 Co. from April 1994 to
March 1998
- ---------------------
* Each officer serves until his or her respective successor has been duly
elected and qualified.
25
COMPENSATION OF DIRECTORS AND OFFICERS
No employee of CSAM, State Street Bank and Trust Company ("State
Street") or Credit Suisse Asset Management Securities, Inc. ("CSAMSI"), the
Funds' co-administrators, or any of their affiliates, receives any compensation
from a Fund for acting as an officer or director of the Fund. Each Director who
is not a director, trustee, officer or employee of CSAM, State Street, CSAMSI or
any of their affiliates receives an annual fee of $750 and $250 for each meeting
of the Board attended by him for his services as Director, and is reimbursed for
expenses incurred in connection with his attendance at Board meetings. Each
member of the Audit Committee receives an annual fee of $250, and the chairman
of the Audit Committee receives an annual fee of $325, for serving on the Audit
Committee.
The following Compensation Table provides in tabular form the
following data:
Column (1) Name of each Fund from which each Director receives
compensation.
Column (2) Aggregate compensation received by each Director of
each Fund during the calendar year 2002 and total compensation received
by each Director from the 60 investment companies comprising the Credit
Suisse Funds (collectively, the "Fund Complex") during the calendar
year 2002.
The Directors do not receive any pension or retirement benefits from
any Fund in the Fund Complex.
COMPENSATION TABLE
(2)
AGGREGATE COMPENSATION
--------------------------------------------------------------
(1)
NAME OF FUND FRANCIS FRITZ GARTEN KROGH PASMAN RAPPAPORT
- ---------------------------------------------------------------------------------------------
Capital Appreciation
Fund $2,189.29 $1,939.29 $2,189.29 $2,189.29 $2,189.29 $2,189.29
Capital Funds
Tax Efficient Fund 1,116.65 866.65 1,116.75 1,116.65 1,116.65 1,116.65
Large Cap Value Fund 1,116.67 866.67 1,116.67 1,116.67 1,116.67 1,116.67
Small Cap Value Fund 1,116.68 866.68 1,116.68 1,116.68 1,116.68 1,116.68
Cash Reserve Fund 2,812.50 2,562.50 3,062.50 2,812.50 2,812.50 3,037.50
Emerging Growth Fund 2,100.00 1,850.00 2,100.00 2,100.00 2,100.00 2,100.00
Emerging Markets Fund 2,562.50 2,312.50 2,312.50 2,562.50 2,562.50 2,787.50
Fixed Income Fund 2,100.00 1,850.00 2,100.00 2,100.00 2,100.00 2,100.00
Global Fixed Income Fund 2,350.00 2,100.00 2,100.00 2,350.00 2,350.00 2,350.00
26
(2)
AGGREGATE COMPENSATION
--------------------------------------------------------------
(1)
NAME OF FUND FRANCIS FRITZ GARTEN KROGH PASMAN RAPPAPORT
- ---------------------------------------------------------------------------------------------
Global Post-Venture
Capital Fund $2,560.00 $2,310.00 $2,310.00 $2,560.00 $2,560.00 $2,800.00
Institutional Fixed
Income Fund 1,812.50 1,562.50 1,812.50 1,812.50 1,812.50 1,887.50
Institutional Fund
Capital Appreciation
Portfolio 920.00 670.00 920.00 920.00 920.00 920.00
Harbinger Portfolio*
International Focus
Portfolio 1,170.00 920.00 920.00 1,170.00 1,170.00 1,170.00
Investment Grade Fixed
Income Portfolio 625.00 375.00 625.00 625.00 625.00 625.00
Large Cap Value
Portfolio 920.00 670.00 920.00 920.00 920.00 920.00
Select Equity Portfolio 920.00 670.00 920.00 920.00 920.00 920.00
Small Cap Growth
Portfolio 946.98 696.98 946.98 946.98 946.98 946.98
Institutional High
Yield Fund 1,812.50 1,562.50 1,812.50 1,812.50 1,812.50 1,887.50
Institutional International
Fund 2,312.50 1,812.50 1,812.50 2,312.50 2,312.50 2,387.50
Institutional Money
Market Fund
Government Portfolio 906.25 906.25 906.25 906.25 906.25 981.25
Prime Portfolio 906.25 906.25 906.25 906.25 906.25 981.25
International Focus Fund 2,557.50 2,307.50 2,307.50 2,557.50 2,557.50 2,812.50
Investment Grade
Bond Fund 2,100.00 1,850.00 2,100.00 2,100.00 2,100.00 2,100.00
Japan Growth Fund 2,562.50 2,312.50 2,312.50 2,562.50 2,562.50 2,787.50
Municipal Bond Fund 1,812.50 1,562.50 1,812.50 1,812.50 1,812.50 1,887.50
New York Municipal Fund 2,100.00 1,850.00 2,100.00 2,100.00 2,100.00 2,100.00
New York Tax Exempt Fund 3,062.50 2,812.50 3,062.50 3,062.50 3,062.50 3,287.50
Opportunity Funds
High Income Fund 865.63 615.63 865.63 865.63 865.63 865.63
Municipal Money Fund 993.76 743.76 993.76 993.76 993.76 993.76
U.S. Government
Money Fund 865.63 615.63 865.63 865.63 865.63 865.63
27
(2)
AGGREGATE COMPENSATION
--------------------------------------------------------------
(1)
NAME OF FUND FRANCIS FRITZ GARTEN KROGH PASMAN RAPPAPORT
- ---------------------------------------------------------------------------------------------
Select Equity Fund $1,812.50 $1,562.50 $1,812.50 $1,812.50 $1,812.50 $1,887.50
Short Duration Bond Fund 625.00 375.00 625.00 625.00 625.00 625.00
Small Cap Growth Fund 2,100.00 1,850.00 2,100.00 2,100.00 2,100.00 2,100.00
Strategic Small Cap Fund
Credit Suisse Trust
Blue Chip Portfolio 201.35 173.57 201.35 201.35 201.35 218.05
Emerging Growth
Portfolio 326.35 173.57 326.35 326.35 326.35 352.42
Emerging Markets
Portfolio 388.85 361.07 326.35 388.85 388.85 414.92
Global Post-Venture
Capital Portfolio 388.85 361.07 326.35 388.85 388.85 414.92
Global Technology
Portfolio 388.85 361.07 326.35 388.85 388.85 414.92
International Focus
Portfolio 388.85 361.07 326.35 388.85 388.85 414.92
Large Cap Value Portfolio 326.35 298.57 326.35 326.35 326.35 352.42
Small Cap Growth
Portfolio 326.35 298.57 326.35 326.35 326.35 352.42
Small Cap Value Portfolio 326.35 298.57 326.35 326.35 326.35 352.42
- --------------------------------------------------------------------------------------------------
Total Compensation from $82,014.67 $64,639.65 $71,514.67 $75,014.67 $110,014.67 $84,359.93
the Funds and Fund Complex
Paid to each Director
* The Harbinger Portfolio commenced operations on January 16, 2003. Therefore,
the Directors' compensation during the calendar year 2002 is not available.
Messrs. Gallagher and Priest are an "interested persons" of the Funds
and, accordingly, receive no compensation from any Fund or any other investment
company in the Fund Complex.
REQUIRED VOTE
Election of each of the listed nominees for Director of a Fund requires
the affirmative vote of a plurality of the votes of that Fund cast at the
Special Meeting in person or by proxy. This means that the eight nominees
receiving the largest number of votes will be elected.
THE BOARD OF EACH FUND, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF EACH
OF THE NOMINEES LISTED IN THIS PROPOSAL 1.
28
PROPOSAL 2(a):
FOR THE SHAREHOLDERS OF CREDIT SUISSE INSTITUTIONAL FIXED INCOME FUND, CREDIT
SUISSE INSTITUTIONAL HIGH YIELD FUND, CREDIT SUISSE INSTITUTIONAL INTERNATIONAL
FUND, CREDIT SUISSE MUNICIPAL BOND FUND AND CREDIT SUISSE SELECT EQUITY FUND:
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
The current advisory contracts for each of the Funds listed immediately
above (the "BEA Legacy Funds") terminated on April 17, 2000 due to an
administrative error. Consequently, shareholders of each BEA Legacy Fund are
being asked to approve a new investment advisory agreement (each a "New Advisory
Agreement"). The proposed agreements are essentially identical to the agreements
previously approved by the BEA Legacy Funds' shareholders and Board of
Directors. A form of New Advisory Agreement for each Fund is attached as Exhibit
B to this proxy statement.
Prior Board Approval of the Advisory Agreements
Legal Background
Section 15 of the 1940 Act requires that a fund's investment advisory
agreement be in writing and be approved initially by both (i) the fund's board
of directors (including a majority of its Independent Directors and (ii) the
fund's shareholders. Each agreement may have an initial term of two years, but
must be approved annually thereafter at an in-person meeting by a majority of
the fund's board of directors, including a majority of its Independent
Directors. In the event that a fund's board fails to approve of the fund's
investment advisory agreements at least annually, the agreements will
automatically lapse. As a result, the fund would no longer have a valid advisory
agreement and must arrange for a new agreement to be adopted by the fund's board
and shareholders, as required by Section 15.
Sequence of Events
Each of the BEA Legacy Funds was a successor to a portfolio of The RBB
Fund, Inc. and became part of the Credit Suisse Funds (then called Warburg
Pincus Funds) on October 26, 1998. Each of the BEA Legacy Funds had an advisory
agreement dated October 26, 1998 (each, an "Original Advisory Agreement"), which
contained a provision to the effect that the agreement would remain in effect
until April 17, 2000 and thereafter for successive annual periods if approved
annually. All of the BEA Legacy Funds were advised by CSAM, then known as BEA
Associates.
The reason the Original Advisory Agreements were structured with this
fixed termination date was to keep the BEA Legacy Funds on the same contract
renewal schedule as all of the other funds deemed a part of the Credit Suisse
Fund complex, as the Boards of all Funds in the complex typically held a
contract renewal meeting in early April each year.
29
In March 1999, the relevant Boards of Directors met to consider new
advisory contracts for the funds ("Former Warburg Funds") advised by Warburg
Pincus Asset Management, Inc. ("WPAM"), which would terminate upon the
acquisition of WPAM (the "Acquisition"). These new agreements, which required
shareholder approval, did not specify a particular termination date, but
provided that they would continue for an initial two year period and then for
successive annual periods if approved annually. The BEA Legacy Funds' agreements
were not modified at this time to have the same language since, because they
were advised by CSAM and not WPAM, they would not terminate as a result of the
Acquisition and had one year and one month left on their initial terms. Between
March 1999 and April 17, 2000, a board meeting was not held to approve the
advisory agreements of the BEA Legacy Funds. Therefore, these advisory
agreements lapsed on April 17, 2000.
Shareholder approval of the new contracts for the Former Warburg Funds
having been obtained, these contracts were dated July 9, 1999 and did not need
to be reconsidered by their Boards of Directors for two years. A contract
renewal meeting for the Credit Suisse Fund complex was next held on November 16,
2000, by which time the BEA Legacy Funds' advisory agreements had inadvertently
terminated by their terms.
Neither the Boards of Directors, Fund Counsel nor CSAM was aware that
the Original Advisory Agreements had terminated, and so the Original Advisory
Agreements were presented to the Boards and approved, without change, on
November 16, 2000 and November 12, 2001. At the time the contracts were
presented, because they had not been approved by the Board prior to April 17,
2000, the Original Advisory Agreements were not in full compliance with the
requirements in the 1940 Act, relating to annual Board approval of advisory
contracts. The subsequent approvals in November 2000 and 2001 did not revive the
Original Advisory Agreements.
Current Shareholder Approval
Having determined that each BEA Legacy Fund was without a valid
investment advisory agreement, the Adviser ceased being paid fees under the
terminated contracts as of October 1, 2002. Then, the Adviser requested each BEA
Legacy Fund's Board to consider approving a new advisory agreement essentially
identical to the one that lapsed in April 2000. At its December 12, 2002
meeting, the Board of each BEA Legacy Fund approved a New Advisory Agreement and
determined that the agreement should be submitted to the Fund's shareholders for
their approval.
At the December 12, 2002 meeting, the Board of each BEA Legacy Fund was
also asked to consider whether the Adviser may retain those advisory fees that
had been paid or which were payable to the Adviser since April 18, 2000 under
the Original Advisory Agreement. Having so approved, the Board determined that
each BEA Legacy Fund's shareholders should also vote on whether to permit the
Adviser to retain those fees received or which were payable since April 18, 2000
through the time that the BEA Legacy Fund's shareholders
30
approve a New Advisory Agreement AND RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOR
OF THIS PROPOSAL.
Original Advisory Agreements
On July 20, 1998 the sole initial shareholder of each Fund, in
accordance with the requirements of the 1940 Act, approved an Original Advisory
Agreement between each of the Funds and the Adviser. The Original Advisory
Agreement provided that it would remain in effect until April 17, 2000 and would
continue for successive annual periods thereafter if approved by a majority of
the Directors, including a majority of the Independent Directors.
When the Board approved the continuation of the Original Advisory
Agreements on November 16, 2000 and November 12, 2001, the Board was unaware
that the Agreements had already lapsed on April 18, 2000. At those Board
meetings held on November 16, 2000 and November 12, 2001, the Board's intent,
nonetheless, was to continue the Original Advisory Agreements with the Adviser
uninterrupted for the next year, and but for the technical oversight, the
Agreements would have been continued. Despite the termination of the Original
Advisory Agreements, the Adviser has continued to provide the Funds with the
services called for under those Agreements.
For the fiscal year ended August 31, 2002, the investment advisory fees
paid by each Fund and applicable fee waivers and/or reimbursements of expenses
were as follows:
FEES PAID
(AFTER WAIVERS AND
FUND REIMBURSEMENTS) WAIVERS REIMBURSEMENTS
- ---- -------------- ------- --------------
Credit Suisse Institutional
Fixed Income Fund $1,524,721 $216,189 $ 0
Credit Suisse Institutional
High Yield Fund $ 420,970 $269,003 $ 0
Credit Suisse Institutional
International Fund $1,732,357 $ 0 $ 0
Credit Suisse Municipal
Bond Fund $ 0 $138,546 $145,536
Credit Suisse Select
Equity Fund $ 0 $115,720 $218,811
Proposed New Advisory Agreements
With the exceptions set forth below, the terms of the New Advisory
Agreement for each Fund approved by the Board on December 12, 2002 and proposed
for shareholder approval are similar in all material respects to the Original
Advisory Agreement for that Fund. The only differences between the two are (i)
their effective dates and termination provisions and (ii) the New Advisory
31
Agreement contains a limited license to use the Credit Suisse name (and variants
of it) while CSAM is the adviser whereas the Original Advisory Agreement
contained a license to use the former adviser's names. The Adviser will continue
to serve as investment adviser to each of the Funds, retain ultimate
responsibility for the management of the Funds, and provide investment oversight
and supervision. These investment management services will be identical to the
services provided under the Original Advisory Agreements and to the services
provided since April 18, 2000. Likewise, the Adviser's compensation for these
services, expressed as an annual rate of each Fund's net assets, remains
unchanged under the New Advisory Agreements.
Pursuant to each New Advisory Agreement, subject to the supervision and
direction of the Board, the Adviser is responsible for managing each Fund in
accordance with the Fund's stated investment objective and policies. The Adviser
is responsible for providing investment advisory services as well as conducting
a continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. In addition to expenses that the Adviser may
incur in performing its services under a New Advisory Agreement, the Adviser
pays the compensation, fees and related expenses of all Directors who are
affiliated persons of the Adviser or any of its subsidiaries.
Under the New Advisory Agreements, the Adviser is entitled to
investment advisory fees equal to the following percentage of each Fund's
average daily net assets on an annualized basis:
Fund Investment Advisory Fee*
---- ------------------------
Credit Suisse Institutional Fixed Income Fund 0.375%
Credit Suisse Institutional High Yield Fund 0.70%
Credit Suisse Institutional International Fund 0.80%
Credit Suisse Municipal Bond Fund 0.70%
Credit Suisse Select Equity Fund 0.75%
- ---------------------
* As a percentage of average daily net assets.
These advisory fees are identical to those under the Original Advisory
Agreements.
Finally, each New Advisory Agreement will run for an initial term of
two years and annually thereafter so long as it is approved by a majority of the
Directors of the particular Fund, including a majority of the Independent
Directors. A New Advisory Agreement for a Fund is terminable at any time on 60
days' written notice without penalty by the Directors, by vote of a majority of
the outstanding shares of the Fund, or upon 90 days' written notice, by the
Adviser. Each New Advisory Agreement also terminates automatically in the event
of any assignment, as defined in the 1940 Act.
32
Board Deliberations
In approving a Fund's New Advisory Agreement, the Board of that Fund is
required to act solely in the best interests of the Fund and the Fund's
shareholders in evaluating the terms of that Agreement. The Board is required to
judge the terms of the arrangement in light of those that would be reached as a
result of arm's-length bargaining.
At the December 12, 2002 Board meeting, the Directors of each Fund
considered the similarity of the New Advisory Agreement to the Original Advisory
Agreement for the Fund and the fact that the Board had intended to continue the
Original Advisory Agreement in November 2000 and again in November 2001. In
determining whether or not it was appropriate to approve the New Advisory
Agreement and to recommend approval to shareholders, the Directors considered
various materials and representations provided by the Adviser, with respect to
each Fund separately, including information relating to the following factors:
(i) the extent and quality of investment advisory services each Fund will
receive for the advisory fee payable under the Agreement; (ii) the fees charged
to other clients for comparable services; (iii) the fees charged by other
investment advisers providing comparable services to similar investment
companies; (iv) comparative information on the net asset value, yield and total
return per share of each Fund with those of other funds with comparable
investment objectives and size; (v) the total of all assets managed by the
Adviser and the total number of investment companies and other clients that it
services; (vi) the Adviser's profitability; (vii) the extent to which the
Adviser receives benefits such as research services as a result of the brokerage
generated by the Funds; (viii) the organizational and financial soundness of the
Adviser in light of the needs of each Fund on an on-going basis; (ix) the
conditions and trends prevailing generally in the economy, the securities
markets and the mutual fund industry; (x) the historical relationship between
each Fund and the Adviser; and (xi) other factors deemed relevant by the Board.
The Board noted that the fees under the New Advisory Agreements were
unchanged from those under the Original Advisory Agreements and that those fees
were within the range of fees charged by other investment advisors with respect
to similar funds. The Board also viewed the fees as reasonable and fair in
relation to the advisory services provided, having reviewed both fund
performance and fund expenses, among other things. After considering relevant
factors, the Directors, including all of the Independent Directors, approved the
New Advisory Agreement for each Fund. No single factor reviewed by the Board was
identified by the Board as the principal factor in determining whether to
approve the New Advisory Agreements. The Independent Directors were advised by
separate independent legal counsel throughout the process.
Information About CSAM and its Affiliates
Information about CSAM, its managers and principal executive officers,
including those who are also officers of the Funds, CSAM's investment company
clients, the Funds' brokerage policies and the officers of CSAM is presented in
Exhibit C.
33
CSAMSI, an affiliate of CSAM, serves as co-administrator and
distributor to the Funds. Exhibit D sets forth the fees paid to CSAMSI by the
Funds for services provided to the Funds during the most recent fiscal year.
CSAMSI will continue to serve as co-administrator and distributor to the Funds
after Proposal 2 is approved by the shareholders.
Required Vote
Approval of Proposal 2 for a Fund requires the vote of a "majority of
the outstanding voting securities" entitled to vote on the proposal, as defined
in the 1940 Act, of that Fund, which means the vote of 67% or more of the voting
securities of that Fund entitled to vote on the proposal that are present at the
Special Meeting, if the holders of more than 50% of the outstanding shares are
present or represented by proxy, or the vote of more than 50% of the outstanding
voting securities entitled to vote on the proposal, whichever is less.
THE BOARD OF EACH FUND, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR" APPROVAL OF
THE NEW ADVISORY AGREEMENT.
PROPOSAL 2(b):
FOR THE SHAREHOLDERS OF CREDIT SUISSE INSTITUTIONAL FIXED INCOME FUND, CREDIT
SUISSE INSTITUTIONAL HIGH YIELD FUND, CREDIT SUISSE INSTITUTIONAL INTERNATIONAL
FUND, CREDIT SUISSE MUNICIPAL BOND FUND AND CREDIT SUISSE SELECT EQUITY FUND: TO
APPROVE THE RETENTION OR PAYMENT OF FEES PAID OR PAYABLE TO THE ADVISER
Despite the inadvertent expiration of the Original Advisory Agreements
on April 17, 2000, the Adviser has continued to provide the Funds with
uninterrupted investment advisory services called for under the Original
Advisory Agreements that include, but are not limited to, regularly providing
investment advice to each of the Funds and continuously supervising the
investment and reinvestment of cash, securities and other assets for the Funds.
From April 18, 2000 until October 1, 2002, each Fund has compensated the Adviser
for these services in an amount equal to the percentage of each Fund's average
daily net assets stated in the Original Advisory Agreements. Since October 1,
2002, following the discovery of the invalidity of these Original Advisory
Agreements, the fees payable to the Adviser have been retained by the Fund
pending the resolution of this matter. During this same period the Adviser has
also continued to honor its expense limitation commitments to the Funds. Through
September 2002, each Fund, its Board of Directors and the Adviser were unaware
that the Original Advisory Agreement had expired due to the administrative error
described above, and so the Funds' payments of the Adviser's fees were made
under the belief that the Adviser's services were being performed according to
valid advisory agreements.
34
For the period April 18, 2000 through December 31, 2002, the investment
advisory fees paid or payable by each Fund, and applicable fee waivers and/or
reimbursements, were as follows:
FEES PAID OR PAYABLE
(AFTER WAIVERS AND
FUND REIMBURSEMENTS) WAIVERS REIMBURSEMENTS
- ---- --------------- ------- --------------
Credit Suisse Institutional
Fixed Income Fund $3,641,892 $526,033 $ 0
Credit Suisse Institutional
High Yield Fund $1,040,504 $614,006 $ 0
Credit Suisse Institutional
International Fund $5,205,015 $ 0 $ 0
Credit Suisse Municipal
Bond Fund $ (185,295) $276,290 $246,118
Credit Suisse Select
Equity Fund $ (412,284) $237,583 $447,685
The Adviser, relying on equitable principles, sought Board approval to
allow the Adviser to avoid an economic burden and retain all payments, and be
paid all unpaid amounts, as compensation for services provided, and to be
provided, since April 18, 2000 through the effective date of the New Advisory
Agreement. In granting their unanimous approval, the Directors, who were
represented by independent counsel (as defined in the 1940 Act) who reviewed the
legal issues presented to the Board in connection with the termination of the
Funds' advisory arrangements, considered the nature of the continuing
relationship between the Adviser and the Funds, the Adviser's willingness to
subsidize the Funds' operations, and the nature and the quality of the services
it has performed for the Funds since April 18, 2000. The Directors also
considered that:
o the 1940 Act permits a court to enforce a contract that otherwise
violates the 1940 Act or rules thereunder should the court determine
that such enforcement would produce a more equitable result than
non-enforcement and would not be inconsistent with the underlying
purposes of the 1940 Act;
o the Funds and their shareholders have experienced no economic harm
during the applicable period as a result of the inadvertent
termination of the Original Advisory Agreements, and the amounts that
were paid and are payable would have been no more than what the Funds
would have paid had the Original Advisory Agreements remained in
effect;
o but for failing to meet the technical requirements of the 1940 Act,
the Board had intended that the Original Advisory Agreements continue
uninterrupted since April 2000;
35
o the Adviser has agreed to pay for the costs of soliciting shareholder
approval of the New Advisory Agreements and the ratification of the
retention of its advisory fees; and
o should Board or shareholder approval be withheld, the Adviser could
seek to retain some or all of these payments (and be paid some or all
of the unpaid amounts) through legal action on the grounds that it
would be unjust to withhold payments for services rendered under the
Original Advisory Agreements, the unintended lapse of which had
resulted from a simple administrative error.
Required Vote
Having been advised of the equitable standard to be applied under
Section 47(b) of the 1940 Act should the Funds seek to rescind the terminated
contracts and the costs likely to be involved in such litigation and having
considered the absence of harm to Fund shareholders and the windfall that would
result to shareholders from a rescission of the terminated contracts, the Board
of each Fund unanimously approved the Adviser's request that it be permitted to
retain all fees paid, and all fees payable, to the Adviser since April 18, 2000
through the effective date of the New Advisory Agreements. The Board of each
Fund then determined to submit the matter for approval by the Fund's
shareholders. Approval of Proposal 2(b) requires the vote of a majority of the
shares of each Fund voting on the Proposal, in person or by proxy at the Special
Meeting.
THE BOARD OF EACH FUND, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" APPROVAL OF THE
PAYMENT OF ALL FEES PAID AND PAYABLE TO THE ADVISER DURING THE APPLICABLE
PERIOD.
36
PROPOSAL 3:
FOR THE SHAREHOLDERS OF CREDIT SUISSE HIGH INCOME FUND, CREDIT SUISSE
MUNICIPAL MONEY FUND AND CREDIT SUISSE U.S. GOVERNMENT MONEY FUND, EACH A
PORTFOLIO OF CREDIT SUISSE OPPORTUNITY FUNDS: TO APPROVE AN AMENDED DISTRIBUTION
PLAN FOR EACH CLASS OF EACH PORTFOLIO
Shareholders of each class of each Portfolio are being asked to approve
the amended distribution plan for the Portfolio pursuant to Rule 12b-1 under the
1940 Act, as follows (each a "Proposed Distribution Plan," together the
"Proposed Distribution Plans"):
- --------------------------------------------------------------------------------
NAME OF THE PROPOSED APPROVAL BY THE
APPLICABLE PORTFOLIO/CLASS DISTRIBUTION PLAN APPLICABLE CLASS
- --------------------------------------------------------------------------------
Credit Suisse High Plan of Distribution Class A shareholders
Income Fund/Class A Pursuant to and Class B
Rule 12b-1 - shareholders,*
Class A Shares voting separately
- --------------------------------------------------------------------------------
Credit Suisse High Plan of Distribution Class B shareholders
Income Fund/Class B Pursuant to Rule 12b-1 -
Class B Shares
- --------------------------------------------------------------------------------
Credit Suisse High Plan of Distribution Class C shareholders
Income Fund/Class C Pursuant to Rule 12b-1 -
Class C Shares
- --------------------------------------------------------------------------------
Credit Suisse High Shareholder Servicing Common Class
Income Fund/ and Distribution Plan shareholders
Common Class
- --------------------------------------------------------------------------------
Credit Suisse Municipal Plan of Distribution Class A shareholders
Money Fund/Class A** Pursuant to Rule 12b-1 -
Class A Shares
- --------------------------------------------------------------------------------
Credit Suisse U.S. Plan of Distribution Class A shareholders
Government Money Pursuant to Rule 12b-1 -
Fund/Class A** Class A Shares
- --------------------------------------------------------------------------------
* Class B shareholders of the Credit Suisse High Income Fund are entitled to
vote, as a separate class, on the Proposed Distribution Plan for the Class A
shares because their shares will convert to Class A shares if they are held
for certain periods of time. If Proposal 3 is not approved by the Class A
shareholders of the Fund, the Board will reevaluate the matter and consider
alternatives. If the proposal is approved by Class A shareholders but not by
Class B shareholders, the Fund may elect to establish a new class which
provides the Class B shareholders with substantially the same terms as the
current Class A.
** The change of the name of the class from Common Class to Class A became
effective on or about February 28, 2003.
37
The Board, including a majority of the Independent Directors (each of
whom has no direct or indirect financial interest in the operation of the
Proposed Distribution Plans or any agreements related to the Plans), unanimously
approved the Proposed Distribution Plans on December 12, 2002, subject to the
approval of the holders of shares of the applicable class(es) of each Portfolio.
The terms of the Proposed Distribution Plans will be essentially identical to
those of the plans that were adopted by the shareholders on the dates listed
below except that the existing plans are "reimbursement"-type plans while the
Proposed Distribution Plans are "compensation"-type plans (as discussed in more
detail below) and there could be material differences in the payments made to
the distributor. Forms of the Proposed Distribution Plans are attached as
Exhibit E-1, E-2, E-3, E-4 and E-5 respectively.
Current Distribution Plans
Each of the Portfolios has adopted a "reimbursement"-type of
distribution plan pursuant to Rule 12b-1 under the 1940 Act, with respect to
each class of shares. Payment may be made by the Portfolio under each
distribution plan for the purpose of financing or assisting in the financing of
any activity which is primarily intended to result in the sale of shares of the
Portfolio. Under each such reimbursement plan, the Portfolio agrees to reimburse
the distributor, CSAMSI, for eligible expenses, subject to the following maximum
amounts (the dates the shareholders adopted the plans and the dates of the last
amendment, if any, are listed in parenthesis):
- --------------------------------------------------------------------------------
COMMON
FUND CLASS CLASS A* CLASS B CLASS C
- --------------------------------------------------------------------------------
Credit Suisse High .25% .50% 1.00% 1.00%
Income Fund (8/3/00) (2/22/99) (2/22/99) (2/25/00)
- --------------------------------------------------------------------------------
Credit Suisse .40%
Municipal Money (1/24/97)
Fund**
- ------------------- ---------
Credit Suisse .40%
U.S. Government (1/24/97)
Money Fund**
- --------------------------------------------------------------------------------
* A fee of 0.25% is currently being charged. This fee can be increased by Board
action, without the necessity of shareholder approval. CSAMSI is not seeking
such an increase.
** The Class A shares of these Funds were called Common Class shares prior to on
or about February 28, 2003.
38
For the most recent fiscal year, the Funds paid the following amounts to CSAMSI
pursuant to each distribution plan*:
- --------------------------------------------------------------------------------
Common
Fund Class Class A Class B Class C
- --------------------------------------------------------------------------------
Credit Suisse
High Income Fund $3,232 $ 19,965 $28,342 $13,570
- --------------------------------------------------------------------------------
Credit Suisse
Municipal Money
Fund** $ 77,848
- ----------------- --------
Credit Suisse
U.S. Government
Money Fund** $158,320
- --------------------------------------------------------------------------------
* A portion of these amounts were paid by CSAMSI to its affiliates.
** The Class A shares of these Funds were previously called Common Class shares.
The amount of fees and expenses each Portfolio actually has paid under
its Plan during its most recent fiscal year, as well as the amount of fees and
expenses that each Portfolio would have paid if the Proposed Distribution Plan
had been in effect for the last fiscal year, are shown below. All payments have
been, or would be, made to CSAMSI.
39
For the fiscal year ended October 31, 2002.
Annual Fund Operating Expenses
- ------------------------------
(as a percentage of average net assets)
High Income Fund
------------------------------------------------------------------------
Common Class Class A Class B Class C
----------------- ---------------- ----------------- -----------------
Actual Actual Actual Actual
2002 Pro Forma 2002 Pro Forma 2002 Pro Forma 2002 Pro Forma
------------------------------------------------------------------------
Management fee 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% 0.70%
Service/distribution
(12b-1) fees 0.25% 0.25% 0.25% 0.25% 1.00% 1.00% 1.00% 1.00%
Other expenses 2.19% 2.19% 2.12% 2.12% 2.12% 2.12% 2.12% 2.12%
------------------------------------------------------------------------
Total annual fund
operating expenses* 3.14% 3.14% 3.07% 3.07% 3.82% 3.82% 3.82% 3.82%
========================================================================
* Actual fees and expenses for the fiscal year 2002 (after waivers and
reimbursements) and Pro Forma information based on those fees and expenses
are:
Expenses after Waivers and Reimbursements
-----------------------------------------
High Income Fund
------------------------------------------------------------------------
Common Class Class A Class B Class C
----------------- ---------------- ----------------- -----------------
Actual Actual Actual Actual
2002 Pro Forma 2002 Pro Forma 2002 Pro Forma 2002 Pro Forma
------------------------------------------------------------------------
Management fee 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Service/distribution
(12b-1) fees 0.25% 0.25% 0.25% 0.25% 1.00% 1.00% 1.00% 1.00%
Other expenses 0.85% 0.85% 0.85% 0.85% 0.85% 0.85% 0.85% 0.85%
------------------------------------------------------------------------
Net annual fund
operating expenses 1.10% 1.10% 1.10% 1.10% 1.85% 1.85% 1.85% 1.85%
========================================================================
40
Municipal Money Fund U.S. Government Money Fund
Class A Class A
------------------------- --------------------------
Actual 2002 Pro Forma Actual 2002 Pro Forma
---------------------------------------------------------
Management fee 0.40% 0.40% 0.40% 0.40%
Service/distribution
(12b-1) fees 0.10% 0.25% 0.20% 0.25%
Other expenses 0.40% 0.40% 0.49% 0.49%
---------------------------------------------------------
Total annual fund
operating expenses* 0.90% 1.05% 1.09% 1.14%
=========================================================
* Actual fees and expenses for the fiscal year 2002 (after waivers and
reimbursements) and Pro Forma information based on those fees and expenses
are:
Expenses after Waivers and Reimbursements
-----------------------------------------
Municipal Money Fund U.S. Government Money Fund
Class A Class A
------------------------- --------------------------
Actual 2002 Pro Forma Actual 2002 Pro Forma
---------------------------------------------------------
Management fee 0.40% 0.25% 0.21% 0.16%
Service/distribution
(12b-1) fees 0.10% 0.25% 0.20% 0.25%
Other expenses 0.40% 0.40% 0.49% 0.49%
---------------------------------------------------------
Net annual fund
operating expenses 0.90% 0.90% 0.90% 0.90%
=========================================================
The Example below shows the effect of the Proposed Distribution Plans
on Portfolio expenses. The Example assumes that you invested $10,000 over the
years indicated, reinvested all distributions, earned a hypothetical 5% annual
return, paid the maximum applicable sales charges and closed your account at the
end of each of the time periods shown and that the expense ratios are as listed
above (before any expense waivers or reimbursements). For Class B shares, the
Example also assumes the automatic conversion to Class A shares after eight
years.
41
HIGH INCOME FUND
Common Class Class A Class B Class B Class C Class C
---------------------------------------------------------------------------------------------------------------------
Redemption Redemption
at End at End
No Redemption of Period No Redemption of Period
Actual Pro Actual Pro Actual Pro Actual Pro Actual Pro Actual Pro
2002 Forma 2002 Forma 2002 Forma 2002 Forma 2002 Forma 2002 Forma
---------------------------------------------------------------------------------------------------------------------
Year 1 $ 317 $ 317 $ 770 $ 770 $ 384 $ 384 $ 784 $ 784 $ 384 $ 384 $ 484 $ 484
Year 3 $ 969 $ 969 $1,378 $1,378 $1,166 $1,166 $1,366 $1,366 $1,166 $1,166 $1,166 $1,166
Year 5 $1,645 $1,645 $2,009 $2,009 $1,967 $1,967 $1,967 $1,967 $1,967 $1,967 $1,967 $1,967
Year 10 $3,448 $3,448 $3,697 $3,697 $3,892 $3,892 $3,892 $3,892 $3,892 $3,892 $3,892 $3,892
Municipal Money Fund U.S. Government Money Fund
Class A Class A
----------------------- ---------------------------
Actual 2002 Pro Forma Actual 2002 Pro Forma
----------------------- ------------------------
Year 1 $ 92 $ 107 $ 111 $ 116
Year 3 $ 287 $ 334 $ 347 $ 362
Year 5 $ 498 $ 579 $ 601 $ 628
Year 10 $1,108 $1,283 $1,329 $1,386
Proposed Distribution Plans
The terms of the Proposed Distribution Plans approved by the Board
pursuant to Rule 12b-1 and proposed for shareholder approval are similar in all
material respects to the Current Distribution Plans except that they are
"compensation"-type plans and there could be material differences in the
payments made to the distributor. Under the Proposed Distribution Plans, the
annual level of payment is fixed in advance, regardless of whether CSAMSI incurs
more or less expenses than the fixed level. Under the Proposed Distribution
Plans, to the extent that expenses are below the maximum amount, then CSAMSI
would profit under a compensation plan, and to the extent that a Portfolio's
distribution expenses exceed amounts payable under the proposed compensation
plans, CSAMSI would incur a loss. Currently, CSAMSI incurs more expenses than
the maximum amount for each class of the Credit Suisse High Income Fund and less
expenses than the maximum amount for the Municipal Money and U.S. Government
Money Funds. If the Funds adopt the Proposed Distribution Plans, under the
current expense levels, CSAMSI would continue to lose money on each class of the
Credit Suisse High Income Fund, but would earn a profit on the Credit Suisse
Municipal Money and Credit Suisse U.S. Government Money Funds. Based on assets
as of October 31, 2002, CSAMSI would have earned a profit of $70,800 and $23,900
for the Credit Suisse Municipal Money and Credit Suisse U.S. Government Funds,
respectively, had the Proposed Distribution Plans been in effect at a .25%
level.
Each Proposed Distribution Plan will continue in effect as to each
Portfolio from year to year if specifically approved annually (a) by the
majority of such Portfolio's outstanding voting shares or by the Board of
Directors and (b) by the vote of a majority of the Independent Directors who
have no direct or indirect
42
financial interest in the operation of the Plans. While a Plan remains in
effect, CSAMSI shall prepare and furnish to the Board of Directors a written
report setting forth the amounts spent by each Portfolio under the Distribution
Plan and the purposes for which such expenditures were made. A Proposed
Distribution Plan may not be amended to materially increase the amount to be
spent for distribution without shareholder approval, and all material amendments
to the Distribution Plan must be approved by the Board and by the Independent
Directors who have no direct or indirect financial interest in the operation of
the Plan, cast in person at a meeting called specifically for that purpose.
Board Deliberations
CSAMSI informed the Board that by converting to a compensation plan,
CSAMSI will be able to charge the maximum amount on an ongoing basis, which will
have the effect of smoothing out fluctuations in distribution-related expenses
payable by the Funds. In CSAMSI's view, the change will also promote
administrative efficiency in the Credit Suisse Fund family, since all other
funds in the complex have compensation-type 12b-1 plans. Data was presented to
the Board showing that currently, CSAMSI incurs more expenses than the maximum
amount for each class of the Credit Suisse High Income Fund and less expenses
than the maximum amount for the Municipal Money and U.S. Government Money Funds.
If the Funds adopt the Proposed Distribution Plans, under the current expense
levels, CSAMSI would continue to lose money on each class of the Credit Suisse
High Income Fund, but would earn a profit on the Credit Suisse Municipal Money
and Credit Suisse U.S. Government Money Funds.
In approving each Proposed Distribution Plan and in accordance with the
requirements of Rule 12b-1 under the 1940 Act, the Directors, including the
Independent Directors (each of whom has no direct or indirect financial interest
in the operation of the Proposed Distribution Plan or in any agreements related
to the Plans), considered various factors, including (i) whether the
Distribution Plan will result or has resulted in a benefit to the Funds'
shareholders by resolving or alleviating existing problems or circumstances of
the Funds, (ii) the merits of alternative distribution methods, (iii) the
interrelationship between the Proposed Distribution Plan and the activities of
other persons financing the distribution of Fund shares and (iv) the extent to
which third parties may benefit from the Proposed Distribution Plan and how
these benefits compare to the benefits experienced by the Funds from the
Proposed Distribution Plan.
The Board considered there to be a benefit in terms of administrative
ease in conforming those Funds' 12b-1 plans to those of other Credit Suisse
Funds. They also noted that the Funds' net expenses were not expected to be
affected by the change but that the gross expenses for the Municipal Money and
U.S. Government Money Funds were expected to increase. The Board recognized that
distribution-related expenses can vary and that CSAMSI had historically been
willing to expend amounts exceeding 12b-1 fees it receives to promote sales of
43
shares of Credit Suisse Funds. Based on these and other factors, the Board
determined that there is a reasonable likelihood that each Proposed Distribution
Plan will benefit each Portfolio and its shareholders.
Required Vote
Approval of Proposal 3 requires the vote of a "majority of the
outstanding voting securities" of each class of each Portfolio entitled to vote
on the Proposal, as defined in the 1940 Act, which means the vote of 67% or more
of the voting securities of each such class entitled to vote on the Proposal
that are present at the meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or the vote of more than
50% of the outstanding voting securities entitled to vote on the Proposal,
whichever is less.
THE BOARD OF EACH FUND, INCLUDING THE INDEPENDENT DIRECTORS (EACH OF
WHOM HAS NO DIRECT OR INDIRECT FINANCIAL INTEREST IN THE OPERATION OF THE
PROPOSED DISTRIBUTION PLAN OR IN ANY AGREEMENTS RELATED TO THE PLANS),
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSED
DISTRIBUTION PLAN.
44
PROPOSAL 4:
TO MODIFY AND/OR ELIMINATE CERTAIN FUND INVESTMENT RESTRICTIONS
Each Fund has adopted certain investment restrictions or policies that
are "fundamental," meaning that as a matter of law they cannot be changed
without shareholder approval. Over time, some Funds have adopted fundamental
restrictions to reflect certain regulatory, business or industry conditions.
Changes in applicable law now permit investment companies like the Funds to
remove certain of these restrictions. Investment companies, however, are
required to have fundamental investment restrictions on the topics addressed in
Proposals 4A-4D.
Each Fund's Board, together with the Fund's officers and CSAM, have
reviewed each Fund's current fundamental restrictions and have concluded that
certain restrictions should be removed or revised based on the development of
new practices and changes in applicable law and to facilitate administration of
the Fund. At the Special Meeting, shareholders will be asked to approve the
revised restrictions and to reclassify certain other fundamental restrictions as
non-fundamental.
The revised restrictions maintain important investor protections while
providing flexibility to respond to changing markets, new investment
opportunities and future changes in applicable law. In some cases, only
technical changes are being made. The proposed modifications are expected to
facilitate the management of the Funds' assets and simplify the process of
monitoring compliance with investment restrictions. The revised restrictions
(with variations required by the specific investment focus of each Fund) will be
the standard form for new Funds in the Credit Suisse Fund complex.
The revised restrictions do not affect the investment objectives of the
Funds, which remain unchanged. The Funds will continue to be managed in
accordance with the investment restrictions described in their Prospectuses,
Statements of Additional Information and in accordance with federal law. The
revised restrictions would give the Funds an increased ability to engage in
certain activities. The Directors may consider and adopt such non-fundamental
investment restrictions for the Funds as they determine to be appropriate and in
the shareholders' best interests and those restrictions could be adopted without
shareholder approval. Except where indicated below, the proposed modifications
are not expected to significantly affect the manner in which Funds are managed,
the investment programs of the Funds or the investment performance of the Funds.
The Boards do not anticipate that the changes, individually or in the aggregate,
will result in a material change in the level of investment risk associated with
an investment in any Fund, except where indicated below. However, if certain
changes are approved (e.g., increased authority to borrow money) and a Fund
utilizes that increased authority, a Fund may be subject to higher risks than
previously.
The Boards unanimously recommend that shareholders vote to amend or
remove each Fund's fundamental investment restrictions as discussed below. The
45
Funds affected by the proposed changes are listed in italics at the beginning of
each section. Each section sets out the fundamental investment restrictions that
will apply to each Fund if shareholders of that Fund approve the Proposal. To be
approved for a Fund, each proposal must receive the vote of a "majority of the
outstanding voting securities" of the Fund entitled to vote on the proposal, as
defined in the 1940 Act, which means the vote of 67% or more of the voting
securities entitled to vote on the proposal that are present at the Special
Meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or the vote of more than 50% of the outstanding voting
securities of the Fund entitled to vote on the proposal, whichever is less. If
any proposal is not approved for a Fund, then the Fund's existing fundamental
restriction on that topic will remain in effect, although the Boards may take
other appropriate action, including resoliciting shareholders. If shareholders
approve the following changes to the fundamental investment restrictions of a
Fund, such changes will become effective as of June 1, 2003.
Proposal No. 4-A: To Modify the Fundamental Investment Restriction on Borrowing
Money.
Funds to which this Proposal applies: All Funds except Cash Reserve Fund,
Institutional Money Market Fund, New York Tax Exempt Fund, Municipal Money Fund
(a series of Opportunity Funds) and U.S. Government Money Fund (a series of
Opportunity Funds)
If shareholders of a Fund approve Proposal 4-A, each Fund's current
fundamental investment restriction on borrowing money would be modified to read
as follows:
"The Fund may not borrow money, except to the extent permitted
under the 1940 Act."
Discussion of Proposed Modifications. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may borrow money. Under the 1940 Act, a fund may borrow
money from a bank for any purpose up to 33-1/3% of its total assets. Currently,
however, the borrowing authority of the individual Funds varies from 10% to
33-1/3% of the Fund's total assets. In addition, the borrowing authority of the
Funds varies with respect to their ability to borrow from entities other than
banks and to engage in reverse repurchase agreements or dollar rolls. (Reverse
repurchase agreements involve the sale of securities held by a Fund pursuant to
the Fund's agreement to repurchase the securities at an agreed upon date and
price, which typically reflects the current market rate of interest. In a dollar
roll transaction, the Fund sells a security and agrees to buy a substantially
similar security for future delivery.) Certain of the Funds also have
fundamental or non-fundamental restrictions limiting their ability to purchase
securities while borrowings in excess of 5% of the Fund's assets are outstanding
and/or to pledge assets.
The proposed modifications would: (1) permit borrowings of up to
33-1/3% of total assets; (2) permit the use of reverse repurchase agreements or
dollar
46
rolls; (3) remove the restrictions that allow borrowings to be made only from
banks (the 1940 Act currently allows a fund to borrow any amount in excess of 5%
of its total assets only from banks; however, the SEC has permitted some mutual
funds to borrow from other funds, although there is no assurance that the SEC
would grant the Credit Suisse Funds such permission, and other possibilities may
develop as the financial services industry continues to evolve); and (4) remove
the restrictions that limit the purchase of securities when loans are
outstanding.
For example, removing the fundamental investment restrictions on
purchasing securities when borrowings are greater than 5% of a Fund's assets
will enhance the Funds' flexibility in emergency situations.
To the extent a Fund borrows money, positive or negative performance by
the Fund's investments may be magnified. A Fund is required under the 1940 Act
to maintain at all times an asset coverage of 300% of the amount of its
borrowings. Any gain in the value of securities purchased with borrowed money
that exceeds the interest paid on the amount borrowed would cause the net asset
value of the Fund's shares to increase more rapidly than otherwise would be the
case. Conversely, any decline in the value of securities purchased would cause
the net asset value of the Fund's shares to decrease more rapidly than otherwise
would be the case. Borrowed money thus creates an opportunity for greater
capital gain but at the same time increases exposure to capital risk. The net
cost of any borrowed money would be an expense that otherwise would not be
incurred, and this expense could restrict or eliminate a Fund's net investment
income in any given period.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-A.
Proposal No. 4-B: To Modify the Fundamental Investment Restriction on Lending.
Funds to which this Proposal applies: All Funds
If shareholders of a Fund approve Proposal 4-B, the Fund's current
fundamental investment restriction on lending would be modified to read as
follows:
"The Fund may not make loans except through loans of portfolio
securities, entry into repurchase agreements, acquisitions of
securities consistent with its investment objective and
policies and as otherwise permitted by the 1940 Act."
Discussion of Proposed Modifications. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may lend. The Funds' current fundamental investment
restrictions on lending vary. Most generally prohibit the making of loans
(except for the lending of portfolio securities) and specify that an investment
in debt instruments does not constitute the making of a loan. Most of the Funds
also specifically exclude repurchase agreements from their lending restrictions.
(A repurchase agreement is an agreement to purchase a security, coupled with an
agreement to sell that security back to the original seller at an agreed upon
date, at
47
a price that generally depends on current interest rates. The 1940 Act
treats these agreements as loans.)
The new restriction would allow the Funds to lend to the full extent
permitted under the 1940 Act. SEC staff interpretations of the 1940 Act
generally prohibit funds from lending more than one-third of their total assets,
except through the purchase of debt obligations or the use of repurchase
agreements.
The proposed modifications also would: (1) permit securities lending
and the use of repurchase agreements by all the Funds; and (2) eliminate minor
differences in the wording of the Funds' fundamental investment restrictions on
lending.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-B.
Proposal No. 4-C: To Modify the Fundamental Investment Restriction on Real
Estate Investments.
Funds to which this Proposal applies: All Funds except Cash Reserve Fund,
Institutional Money Market Fund, New York Tax Exempt Fund, Municipal Money Fund
(a series of Opportunity Funds) and U.S. Government Money Fund (a series of
Opportunity Funds)
If shareholders of a Fund approve Proposal 4-C, the Fund's current
fundamental investment restriction on real estate investments would be modified
to read as follows:
"The Fund may not purchase or sell real estate, provided that
the Fund may invest in securities secured by real estate or
interests therein or issued by companies that invest or deal
in real estate or interests therein or are engaged in the real
estate business, including real estate investment trusts."
Discussion of Proposed Modifications. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may engage in the purchase and sale of real estate.
Most Funds' current fundamental investment restrictions on real estate
investments generally prohibit the purchase or holding of real estate, except
for the purchase or holding of securities collateralized by real estate or
interests therein. Some Funds prohibit the purchase of real estate or the
interests therein without any exceptions. Certain of the Funds also explicitly
prohibit the selling of real estate except for real estate acquired as a result
of the Fund's ownership of securities.
The proposed new restriction would: (1) preserve the ability to invest
in all real estate-related securities and companies whose business consists in
whole or in part of investing in real estate (provided that the investment is
otherwise consistent with a Fund's investment program); (2) clarify the Funds'
ability to invest in real estate investment trusts ("REITs"); and (3) eliminate
minor differences in the wording of the Funds' fundamental investment
restrictions on
48
real estate investments. As a result of exercising its rights attached to real
estate-related securities, a Fund could eventually own an interest in real
property. If this occurs, the Fund would dispose of the property as soon as
practicable, consistent with the Fund's best interests.
By investing in a REIT, a Fund will indirectly bear its proportionate
share of any expenses paid by the REIT in addition to the expenses of the Fund.
A REIT may be affected by changes in the value of the underlying property owned
by such REIT or by the quality of any credit extended by the REIT. REITs are
dependent on management skills, are not diversified (except to the extent the
Internal Revenue Code of 1986, as amended (the "Code"), requires), and are
subject to the risks of financing projects. REITs are subject to heavy cash flow
dependency, default by borrowers, self-liquidation, the possibilities of failing
to qualify for the exemption from tax for distributed income under the Code and
failing to maintain their exemptions from the 1940 Act. REITs are also subject
to interest rate risks.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-C.
Proposal No. 4-D: To Modify the Fundamental Investment Restriction on Investing
in Commodities.
Fund to which this Proposal applies: Large Cap Value Fund, Small Cap Value Fund
and Tax Efficient Fund, each a series of Capital Funds
If shareholders of the Fund approve Proposal 4-D, the Funds' current
fundamental investment restriction on investing in commodities would be modified
to read as follows:
"The Fund may not invest in commodities except that the Fund
may purchase and sell futures contracts and options on futures
contracts."
Discussion of Proposed Modifications. The 1940 Act requires every
mutual fund to set forth a fundamental investment restriction indicating the
extent to which the fund may engage in the purchase and sale of commodities. The
Funds' current fundamental investment restriction on investing in commodities
generally prohibits the purchase or sale of commodities.
The proposed modifications would: (1) clarify the types of commodities
transactions that are permissible for the Funds; and (2) give the Funds the same
flexibility other Credit Suisse Funds enjoy to use futures and related options.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-D.
Proposal No. 4-E: To Remove the Fundamental Investment Restriction on
Short Sales.
Funds to which this Proposal applies: Capital Appreciation Fund, Emerging Growth
Fund, Emerging Markets Fund, Fixed Income Fund, Global Fixed Income
49
Fund, Global Post-Venture Capital Fund, International Focus Portfolio of the
Institutional Fund, Large Cap Value Portfolio of the Institutional Fund, Small
Cap Growth Portfolio of the Institutional Fund, Investment Grade Bond Fund,
Japan Growth Fund, New York Municipal Fund, High Income Fund (a series of
Opportunity Funds), Short Duration Bond Fund and Emerging Growth, Emerging
Markets, International Focus, Large Cap Value and Small Cap Growth Portfolios of
Credit Suisse Trust
If shareholders of a Fund approve Proposal 4-E, the Fund's current
fundamental investment restriction on short sales would be removed and the Board
may adopt a non-fundamental investment restriction on short sales that, in the
future, could be modified without shareholder approval.
Discussion of Proposed Modifications. The Funds are not required to
have a fundamental investment restriction on short sales of securities.
Typically, in a short sale, an investor borrows a security from a lender, sells
that security to a third party, and is obligated to return an identical security
to the lender. The obligation to return an identical security to the lender
involves the risk that the price of the securities that the borrower is
obligated to purchase (and then return to the lender) may be higher than the
price the borrower received for the sale of the securities. Currently, several
of the Funds have fundamental investment restrictions that prohibit short sales
of securities, but permit short positions in other financial instruments, such
as futures. The Board of each Fund would retain the flexibility to adopt
non-fundamental restrictions geared to the specific Fund's investment goals.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-E.
Proposal No. 4-F: To Remove the Fundamental Investment Restriction on
Margin Transactions.
Funds to which this Proposal applies: Capital Appreciation Fund, Tax Efficient
Fund (a series of Capital Funds), Large Cap Value Fund (a series of Capital
Funds), Small Cap Value Fund (a series of Capital Funds), Emerging Growth Fund,
Emerging Markets Fund, Fixed Income Fund, Global Fixed Income Fund, Global
Post-Venture Capital Fund, International Focus Portfolio of the Institutional
Fund, Large Cap Value Portfolio of the Institutional Fund, Small Cap Growth
Portfolio of the Institutional Fund, International Focus Fund, Investment Grade
Bond Fund, Japan Growth Fund, New York Municipal Fund, Short Duration Bond Fund,
Small Cap Growth Fund and Emerging Growth, Emerging Markets, Global Post-Venture
Capital, International Focus, Large Cap Value and Small Cap Growth Portfolios of
Credit Suisse Trust
If shareholders of a Fund approve Proposal 4-F, the Fund's current
fundamental investment restriction on margin transactions would be removed. The
Board could adopt a non-fundamental investment restriction on margin
transactions in the future that could be modified without shareholder approval.
Discussion of Proposed Modifications. The Funds are not required to
50
have a fundamental investment restriction on margin transactions. Margin
transactions involve the purchase of securities with money borrowed from a
broker or elsewhere. Currently, many of the Funds have fundamental investment
restrictions that prohibit margin transactions, except where, for example,
borrowing is necessary for the clearance of transactions or the margin
transaction involves the use of futures and other financial instruments. The
Funds do not intend to buy securities on margin but the proposed modifications
would coordinate the Credit Suisse Fund family's policy in this area.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-F.
Proposal No. 4-G: To Remove the Fundamental Investment Restriction on
Investments in Oil, Gas and Mineral Programs.
Funds to which this Proposal applies: Capital Appreciation Fund, Emerging Growth
Fund, Emerging Markets Fund, Fixed Income Fund, Global Fixed Income Fund, Global
Post-Venture Capital Fund, International Focus Portfolio of the Institutional
Fund, Large Cap Value Portfolio of the Institutional Fund, Small Cap Growth
Portfolio of the Institutional Fund, International Focus Fund, Investment Grade
Bond Fund, Japan Growth Fund, New York Municipal Fund, Short Duration Bond Fund,
Small Cap Growth Fund and Emerging Growth, Emerging Markets, Global Post-Venture
Capital, International Focus, Large Cap Value and Small Cap Growth Portfolios of
Credit Suisse Trust
If shareholders of a Fund approve Proposal 4-G, the Fund's current
fundamental investment restriction on investments in oil, gas and mineral
programs would be removed.
Discussion of Proposed Modifications. There is no federal requirement
that the Funds have a fundamental investment restriction on oil, gas and mineral
investments. Some Funds currently prohibit these investments. In order to
maximize each Fund's investment flexibility, the Boards propose that each Fund's
restriction on oil, gas, and mineral investments be removed.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-G.
Proposal No. 4-H: To Remove the Fundamental Investment Restriction on Investing
for the Purpose of Exercising Control.
Funds to which this Proposal applies: Tax Efficient Fund, Large Cap Value Fund
and Small Cap Value Fund, each a series of Capital Funds
If shareholders of a Fund approve Proposal 4-H, the Fund's current
fundamental investment restriction on investing for the purpose of exercising
control would be removed.
Discussion of Proposed Modifications. There is no federal requirement
that the Funds have an affirmative restriction on this subject if they do not
intend to make investments for the purpose of exercising control. Moreover,
there is no
51
requirement that any restriction that they do have regarding control
be categorized as fundamental. Some Funds currently have fundamental
restrictions prohibiting investments for control purposes. In order to maximize
each Fund's investment flexibility, the Board proposes that each Fund's
restriction on investing for the purpose of exercising control or management be
removed.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 4-H.
Proposal No. 4-I: To Remove the Fundamental Investment Restriction on
Investments in Issuers Whose Securities Are Owned by Officers
and Directors of the Fund or its Investment Adviser.
Funds to which this Proposal applies: Tax Efficient Fund and Large Cap Value
Fund, each a series of Capital Funds
If shareholders of a Fund approve Proposal 4-I, the Fund's current
fundamental investment restriction on investments in issuers whose securities
are owned by officers and directors of the Fund or its investment adviser would
be removed.
Discussion of Proposed Modifications. There is no federal requirement
that the Funds have a fundamental investment restriction on this subject. Some
Funds currently prohibit investments where Fund management owns a specified
percentage of an issuer. In order to maximize each Fund's investment
flexibility, the Board proposes that this restriction be removed. The removal of
this investment restriction will not remove any existing safeguard against
transactions involving conflicts of interest between portfolio companies and the
Funds' directors/trustees, officers or advisers.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 4-I.
Proposal No. 4-J: To Remove the Fundamental Investment Restriction on
Investments in Securities of Issuers That Have Been in
Operation Less than Three Years.
Funds to which this Proposal applies: Tax Efficient Fund and Large Cap Value
Fund, each a series of Capital Funds and International Focus Portfolio of the
Institutional Fund
If shareholders of a Fund approve Proposal 4-J, the Fund's current
fundamental investment restriction on investments in securities of issuers that
have been in operation less than three years would be removed.
Discussion of Proposed Modifications. There is no federal requirement
that the Funds have a fundamental investment restriction on investments in
securities of issuers that have been in operation less than three years. Some
Funds currently prohibit investments in unseasoned issuers. In order to maximize
the Funds' investment flexibility, the Boards propose that this restriction be
removed. Although the Funds do not currently intend to invest to a greater
extent in issuers
52
that have been in operation less than three years, such investments can be more
volatile than investments in more seasoned issuers.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-J.
Proposal No. 4-K: To Remove the Fundamental Investment Restriction on Pledging
Assets.
Funds to which this Proposal applies: Capital Appreciation Fund, Tax Efficient
Fund (a series of Capital Funds), Large Cap Value Fund (a series of Capital
Funds), Small Cap Value Fund (a series of Capital Funds), Emerging Growth Fund,
International Focus Portfolio of the Institutional Fund, Institutional Fixed
Income Fund, Institutional High Yield Fund, Municipal Bond Fund, Select Equity
Fund and Global Technology Portfolio of Credit Suisse Trust
If shareholders of a Fund approve Proposal 4-K, the Fund's current
fundamental investment restrictions on pledging assets would be removed and the
Board would adopt a non-fundamental investment restriction on pledging assets
that could, in the future, be modified without shareholder approval. The
non-fundamental investment restriction on pledging assets would state as
follows:
"The Fund may not pledge, mortgage or hypothecate its assets
except to secure permitted borrowings or as otherwise
permitted under the 1940 Act."
Discussion of Proposed Modifications. There is no federal requirement
that the Funds have a fundamental investment restriction on pledging assets. The
pledging restrictions of the Funds vary and in some cases, could limit the Funds
ability to borrow on a secured basis. It is advantageous to remove the
fundamental investment restrictions on pledging assets for the Funds that have
it and to permit the Board to address such situations on a case-by-case basis
when it considers the approval of lines of credit or other borrowing
arrangements, consistent with current industry practice and market conditions.
In order to maximize the Funds' investment flexibility, the Boards propose that
this fundamental investment restriction be removed.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-K.
Proposal No. 4-L: To Remove the Fundamental Investment Restriction on
Investments in Securities Issued by Other Investment
Companies.
Funds to which this Proposal applies: Capital Appreciation Fund, Tax Efficient
Fund (a series of Capital Funds), Large Cap Value Fund (a series of Capital
Funds), Cash Reserve Fund, Emerging Growth Fund, Fixed Income Fund, Global Fixed
Income Fund, International Focus Portfolio of the Institutional Fund, Investment
Grade Bond Fund, New York Municipal Fund and New York Tax Exempt Fund
53
If shareholders of a Fund approve Proposal 4-L, the Fund's current
fundamental investment restriction on investments in securities issued by other
investment companies would be removed and the Board would adopt a
non-fundamental investment restriction on investing in other investment
companies that could, in the future, be modified without shareholder approval.
The non-fundamental investment restriction on investing in other investment
companies would state as follows:
"The Fund may not invest in other investment companies except
to the extent permitted by the 1940 Act."
Discussion of Proposed Modifications. The 1940 Act limits the extent to
which funds may acquire securities of other investment companies. There is no
federal requirement, however, that the Funds have a fundamental investment
restriction regarding investments in other investment companies. Some Funds
currently prohibit investments in other investment companies. In order to
maximize the Funds' investment flexibility, the Boards propose that this
restriction be removed. Any such investment would still be subject to the
requirements of the 1940 Act. As a result of having recently received an SEC
order of exemption permitting Credit Suisse Funds to invest excess cash and
collateral from securities lending activities in Credit Suisse money market
funds, the Funds may invest to a greater extent in securities issued by other
investment companies than they have in the past. Such an investment may involve
indirect expenses to the Funds' shareholders because they will be subject to the
expenses of the investment company in which the Funds invest.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 4-L.
Proposal No. 4-M: To Remove the Fundamental Investment Restriction on Joint
Participation in Securities Trading Accounts.
Funds to which this Proposal applies: Tax Efficient Fund and Large Cap Value
Fund, each a series of Capital Funds
If shareholders of a Fund approve Proposal 4-M, the Fund's current
fundamental investment restriction on joint participation in securities trading
accounts would be removed.
Discussion of Proposed Modifications. The 1940 Act limits the extent to
which funds may participate in joint transactions with their affiliates. There
is no federal requirement, however, that the Fund have a fundamental investment
restriction regarding such transactions. In order to maximize each Fund's
investment flexibility, this restriction should be removed. The Funds will
remain subject to the various prohibitions in the 1940 Act, such as Sections
17(a) and 17(d) and the rules thereunder, which are designed to address
overreaching by affiliated parties of the Funds. By investing through a joint
account, the Funds could earn a higher rate of return in investments, relative
to the returns they could earn individually. In addition, the enhanced
purchasing power may result in lower
54
transaction costs and better execution than if individual fund trades were made.
There also may be certain administrative efficiencies by reducing the number of
trade tickets and cash wires for processing. Finally, the charges would allow
the Funds to take advantage of the joint repurchase agreement exemptive orders
available to the Credit Suisse Fund family.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 4-M.
Proposal No. 4-N: To Remove the Fundamental Investment Restrictions on
Purchasing Warrants.
Funds to which this Proposal applies: Cash Reserve Fund
If shareholders of the Fund approve Proposal 4-N, the Fund's current
fundamental investment restriction prohibiting the purchase of warrants would be
removed.
Discussion of Proposed Modification. There is no federal requirement
that the Fund have a fundamental investment restriction regarding purchases of
warrants. The Board proposes that the Fund's fundamental investment restriction
on the purchase of warrants be removed. As a money market fund, there is no
intention for the Fund to invest in warrants. The change would, however, conform
the Fund's restriction in this area to that of other Credit Suisse Funds.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 4-N.
Proposal No. 4-O: To Remove the Fundamental Policy of Concentrating in Banking
Industry.
Fund to which this Proposal applies: Cash Reserve Fund
If shareholders of the Fund approve Proposal 4-O, the Fund's current
fundamental policy of concentrating in the banking industry would be removed.
The Fund's concentration policy would then be the same as the other Credit
Suisse taxable money market funds, and would read as follows:
"The Fund may not purchase any securities which would cause
more than 25% of the value of the Fund's total assets at the
time of purchase to be invested in the securities of issuers
conducting their principal business activities in the same
industry; provided that there shall be no limit on the
purchase of obligations issued or guaranteed by the United
States, the District of Columbia or any of their authorities."
Discussion of Proposed Modification. The Fund is not required to have a
fundamental investment policy of concentrating in banking industry. In order to
maximize the Fund's investment flexibility, the Board propose that the Fund's
policy of concentrating its investments in the banking industry be removed. The
change should enable the Fund to better take advantage of a broader range of
55
money market opportunities. If shareholders of the Fund approve Proposal 4-O,
the Fund would have no limit on its ability to invest in U.S. bank obligations,
but, under current SEC guidance, would be limited to investing 25% of its assets
in foreign bank obligations.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 4-O.
Proposal No. 4-P: To Remove the Fundamental Investment Restriction on Investment
in Equity Securities, Corporate Bonds and Municipal Bonds.
Fund to which this Proposal applies: Cash Reserve Fund
If shareholders of the Fund approve Proposal 4-P, the Fund's current
fundamental investment restriction on this subject would be removed.
Discussion of Proposed Modification. The Fund is not required to have a
fundamental investment restriction on investing in equity securities, corporate
bonds and municipal bonds. In order to maximize the Fund's investment
flexibility, the Board proposes that the Fund's restriction on this subject be
removed. As a money market fund, there is no intention for the Fund to invest in
equity securities, although the Fund may invest in corporate and municipal bonds
that are suitable investments for money market funds to the extent consistent
with the Fund's investment objective and policies.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 4-P.
Proposal No. 4-Q: To Remove the Fundamental Investment Restriction on Acquiring
More Than 10% of Voting Securities of Any One Issuer.
Fund to which this Proposal applies: Capital Appreciation Fund, Fixed Income
Fund, Investment Grade Bond Fund and International Focus Portfolio of the
Institutional Fund
If shareholders of a Fund approve Proposal 4-Q, the Fund's current
fundamental investment restriction on acquiring more than 10% of voting
securities of any one issuer would be removed.
Discussion of Proposed Modification. A Fund is not required to have a
fundamental investment restriction on acquiring more than 10% of the voting
securities of any one issuer. The 10% limitation is more stringent than the per
issuer limit applicable to diversified funds generally, which applies this limit
to only 75% of a fund's assets. Rather than modifying the limit, the Boards
propose that each Fund's per issuer limit be removed as it is governed by the
Fund's determination to be a diversified investment company under the 1940 Act,
which status could not be changed except with shareholder approval.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 4-Q.
56
Proposal No. 4-R: To Remove the Fundamental Investment Restriction on Investing
in Restricted Securities.
Fund to which this Proposal applies: Small Cap Value Fund, a series of Capital
Funds
If shareholders of the Fund approve Proposal 4-R, the Fund's current
fundamental investment restriction on investing in restricted securities would
be removed, and the Board would adopt a non-fundamental investment restriction
on investing in restricted securities that could, in the future, be modified
without shareholder approval. The non-fundamental investment restriction on
investing in restricted securities would state as follows:
"The Fund may not invest more than 15% of the value of the
Fund's net assets in securities which may be illiquid because
of legal or contractual restrictions on resale or securities
for which there are no readily available market quotations."
Discussion of Proposed Modification. A restriction on investing in
restricted securities is required by the 1940 Act, but it is not required to be
a fundamental restriction. Consistent with current SEC guidance, the proposed
non-fundamental investment restriction would limit investments in restricted
securities to 15% of the Fund's net assets. Restricted securities involve
additional risks, including that it may be difficult to obtain an accurate price
for the security and that it may be difficult or impossible to sell the security
at the time and the price that the Fund would like.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 4-R
57
PROPOSAL 5:
TO CHANGE THE INVESTMENT OBJECTIVE
OF EACH FUND FROM FUNDAMENTAL TO NON-FUNDAMENTAL
Funds to which this Proposal applies: All Funds
Every registered investment company is required to state its investment
objective, i.e., the goal of its investment program, in its prospectus. There is
no requirement that a fund's investment objective be fundamental, but most
funds, including the Funds, have stated that their investment objectives are
fundamental. The Boards of Directors of the Funds have approved a proposal to
make each Fund's investment objective non-fundamental.
If approved by shareholders, this change would mean that the Board
would be able to change a Fund's investment objective in the future without
further approval by shareholders. This change would enhance a Fund's flexibility
by allowing a Board to more easily alter the Fund's investment objective when
the Board believes it is in the best interests of shareholders or when necessary
to comply with possible future regulatory changes. Fund shareholders would
receive prior notice of any change to a Fund's investment objective. The Boards
have no current intention of changing any Fund's investment objective.
To be approved for a Fund, this Proposal must receive the vote of a
"majority of the outstanding voting securities" of the Fund entitled to vote on
the proposal, as defined in the 1940 Act, which means the vote of 67% or more of
the voting securities entitled to vote on the proposal that are present at the
Special Meeting, if the holders of more than 50% of the outstanding shares are
present or represented by proxy, or the vote of more than 50% of the outstanding
voting securities of the Fund entitled to vote on the proposal, whichever is
less. If this Proposal is not approved for a Fund, then that Fund's investment
objective will remain fundamental. The Board of the Fund would consider any
other appropriate action, including resoliciting shareholder approval of the
change.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL 5.
58
PROPOSAL 6:
TO AMEND CERTAIN FUND'S ORGANIZATIONAL DOCUMENTS
Each Fund, like other mutual funds, is subject to comprehensive federal
regulation, particularly under the 1940 Act. Additionally, like other mutual
funds, governance of each Fund is subject to the law of the state in which the
Fund is organized. Each Fund is organized either as a Maryland corporation, a
Massachusetts business trust or a Delaware statutory trust, and therefore is
subject to Maryland law, Massachusetts law or Delaware law, respectively, as it
applies to these entities.
Under Massachusetts or Delaware law, a business trust or statutory
trust generally operates under an organizational document known as a declaration
of trust, which sets forth various provisions related to governance of the trust
and the authority of the trust to conduct its business (the "Declaration of
Trust"). Under Maryland law, a corporation operates under an organizational
document known as articles of incorporation. The Declaration of Trust and
articles of incorporation will be referred to as a "Charter Document."
Having determined that the amendments to the Charter Document of
various Funds as set forth in Proposals 6-A and 6-B below are advisable, the
Board of each Fund approved such amendments and unanimously recommends that the
shareholders of each Fund approve amendments to the Charter Document. Amendments
to the Charter Document will not result in any changes in the Fund's Directors
or officers or in the investment policies and shareholder services described in
each Fund's current prospectus.
Generally, shareholder approval is required to amend the existing
Charter Document. For this reason, the Directors approved the amendments to the
Charter Document and recommended the submission of the amendments to the
shareholders for their authorization at this Special Meeting.
The amended Charter Document is a more modern form of trust instrument
or charter for a Massachusetts business trust, Delaware statutory trust or a
Maryland corporation, and going forward, will be used as the standard Charter
Document for all new Credit Suisse Funds organized as Massachusetts business
trusts, Delaware statutory trusts or Maryland corporations, as applicable. The
Directors believe adoption of the amendments to the Charter Document will result
in more efficient and economical governance of each Fund.
The amendments to the Charter Document provide the Directors with more
flexibility and broader authority than under the current Charter Document. This
increased flexibility is intended to allow the Directors to react more quickly
to changes in competitive and regulatory conditions, and as a consequence, may
allow the Fund to operate in a more efficient and economical manner. Although
the amendments to the Charter Document reduce or remove certain shareholder
voting
59
and other rights as more fully discussed below, adoption of the amendments to
the Charter Document will not affect any of the protections afforded to
shareholders under federal law.
Furthermore, adoption of the amendments to a Charter Document would not
alter the Directors' existing fiduciary obligations to act with due care and in
the shareholders' best interests. Before utilizing any new flexibility that an
amended Charter Document would afford, the Directors would first have to
consider the shareholders' interests and then act in accordance with those
interests.
Proposal No. 6-A: To amend the Charter Document to allow involuntary redemptions
Funds to which this Proposal applies: All Funds except Short Duration Bond Fund
This amendment would permit the Fund to redeem shares of a class or
series held by a shareholder for any reason, subject to applicable law, if the
Board of Directors determines that doing so is in the best interest of the Fund.
The circumstances under which the Directors could involuntarily redeem
shareholders would include, but not be limited to, (a) a decision to discontinue
issuance of shares of a particular class or classes of capital stock, (b) a
decision to combine the assets belonging to, or attributable to shares of a
particular class or classes of capital stock with those belonging to, or
attributable to another class (or classes) of capital stock, (c) a decision to
sell the assets belonging to, or attributable to a particular class or classes
of capital stock to another registered investment company in exchange for
securities issued by the other registered investment company, or (d) a decision
to liquidate the Fund or the assets belonging to, or attributable to the
particular class or classes of capital stock (subject in each case to any vote
of stockholders that may be required by law notwithstanding the foregoing
authority granted to the Board of Directors). Redemption proceeds may be paid in
cash or in kind.
The current Charter Document permits the Directors to involuntarily
redeem shares, but in more limited circumstances. The Fund would provide prior
notice of any plan to involuntarily redeem shares absent extra-
ordinary circumstances.
Of course, the exercise of the power granted to the Directors under
either the current Charter Document or the amended Charter Document to
involuntarily redeem shares would be subject to the Directors' fiduciary
obligation to the shareholders and any applicable provisions under the 1940 Act
and the rules adopted thereunder. The staff of the Securities and Exchange
Commission presently takes the position that the 1940 Act generally prohibits
involuntary redemptions. However, in limited circumstances, the staff has
granted enforcement no-action relief for involuntary redemptions.
In the case of the Funds which are organized as Massachusetts business
trusts (Credit Suisse Capital Appreciation Fund, Credit Suisse Capital Funds,
Credit Suisse Fixed Income Fund, Credit Suisse New York Municipal Fund and
60
Credit Suisse Trust), clause (i) of Section 6.2(f) (Section 6.2(g) in the case
of Credit Suisse Capital Funds and Credit Suisse Trust) of their Declarations of
Trust would be amended to provide that redemptions at the option of the Trust
would be permitted if the Trustees determined in their sole discretion, subject
to applicable law, that "such redemption is in the best interests of the holders
of the shares of the Trust or of any Portfolio". The existing language, which
authorizes the Trustees to act if "failure to so redeem may have materially
adverse consequences to the holders of the shares of the Trust or of any
Portfolio", would be deleted.
Proposal No. 6-B: To amend the Charter Document to permit the Funds or any class
or series thereof to be merged into or combined with another
Fund or class or series thereof or into another class or
series of the same Fund without shareholder approval
Funds to which this Proposal applies: Capital Appreciation Fund, Capital Funds
(Tax Efficient Fund, Large Cap Value Fund Small Cap Value Fund), Fixed Income
Fund, New York Municipal Fund, Opportunity Funds (High Income Fund, Municipal
Money Fund and U.S. Government Money Fund), and Credit Suisse Trust (Blue Chip
Portfolio, Emerging Growth Portfolio, Emerging Markets Portfolio, Global
Post-Venture Capital Portfolio, Global Technology Portfolio, International Focus
Portfolio, Large Cap Value Portfolio, Small Cap Growth Portfolio and Small Cap
Value Portfolio)
Unlike the current Declaration of Trust of each Fund, the proposed
amendment to the Declaration of Trust generally would permit the Trustees,
subject to applicable federal and state law, to reorganize or combine the Fund
or any of its series or classes into other Funds, series or classes without
shareholder approval. The current Declaration of Trust of each Fund requires
shareholder approval in order to reorganize or combine the Fund or any of its
series or classes.
Under certain circumstances, it may not be in the shareholders'
interests, due to the costs involved, to require a shareholder meeting to permit
a Fund or a series of the Fund to reorganize or combine into another Fund or
series, which may be through merger or sales of assets or other means. For
example, in order to reduce the cost and scope of state regulatory constraints
or to take advantage of a more favorable tax treatment offered by another state,
the Trustees may determine that it would be in the shareholders' interests to
change its legal form or to reorganize the Fund or a series of the Fund so that
it is domiciled in another state. In addition, because of the small amount of
assets in a Fund or one of its series or classes, it may be appropriate to merge
it into or sell its assets to another Fund or to combine its assets with another
Fund or a series or class of the same Fund. Under the current Declaration of
Trust, the Trustees cannot effectuate such potentially beneficial transactions
without first conducting a shareholder meeting and incurring the attendant costs
and delays.
In contrast, the amendment to the Declaration of Trust would give the
Trustees the flexibility to reorganize a Fund or any of its series into another
Fund or series and achieve potential shareholder benefits without incurring the
delay and
61
costs of a proxy solicitation. Such flexibility should help to assure that the
Fund operates under the most appropriate form of organization and operates
without classes or series that are not economically viable.
Nonetheless, the Trustees have no intention of reorganizing the Funds
into another entity at this time, or of combining any series, class or Fund with
any other series, class or Fund, and before allowing such a transaction to
proceed without shareholder approval, the Trustees would have a fiduciary
responsibility to first determine that the proposed transaction is in the
shareholders' interest. Any exercise of the Trustees' increased authority under
the amended Declaration of Trust is subject to applicable requirements of the
1940 Act and the applicable Massachusetts or Delaware law. The Fund generally
would provide prior notice of any such transaction except in extraordinary
circumstances.
In the case of the Funds which are organized as Massachusetts business
trusts, clause (iii) of Section 7.1, the second sentence of Section 9.1 and the
first sentence of Section 9.2 would be amended to delete the provisions
requiring shareholder approval with respect to any termination of the Trust or
reorganization of the Trust or any Portfolio.
Required Vote
Having unanimously approved the amendments to the Charter Document, the
Board of each Fund determined to submit the matter for final approval by the
Funds' shareholders. Approval of Proposals 6-A and 6-B requires the vote of a
majority of the shares of each Fund entitled to vote on the Proposals voted in
person or by proxy at the Special Meeting.
THE DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE FOR THE AMENDMENTS TO
THE CHARTER DOCUMENT AS SET FORTH IN PROPOSALS 6-A AND 6-B.
62
INFORMATION ON THE FUNDS' INDEPENDENT ACCOUNTANTS
The Board of each Fund has selected PricewaterhouseCoopers LLP ("PwC")
as the independent accountants for each Fund for the current fiscal year. PwC
has been the independent accountants of each of these Funds since the Fund's
inception except for the Credit Suisse Capital Funds and Credit Suisse
Opportunity Funds. PwC became independent accountants of these funds in
September 2001. PwC has informed the Audit Committees for the Funds that it has
no material direct or indirect financial interest in any of the Funds. In the
opinion of the Audit Committees, the services provided by PwC are compatible
with maintaining its independence.
Representatives of PwC are not expected to be present at the Meeting
but have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.
Ernst & Young LLP ("Ernst & Young") served as independent accountants
for Credit Suisse Capital Funds and Credit Suisse Opportunity Funds until
September 2001. Ernst & Young resigned as independent accountants effective as
of September 2001. Ernst & Youngreports on the financial statements for the
years immediately preceding their resignation contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles. During the fiscal years immediately preceding
Ernst & Young's resignation, there were no disagreements with such accountants
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
Audit Fees
The aggregate fees billed by PwC for professional services rendered for
the audit of each Fund's annual financial statements for the most recent fiscal
year and the review of the financial statements included in the Funds' most
recent annual reports to shareholders were:
Credit Suisse Capital Appreciation Fund $49,500
Credit Suisse Capital Funds
Credit Suisse Tax Efficient Fund 15,500
Credit Suisse Large Cap Value Fund 19,500
Credit Suisse Small Cap Value Fund 16,000
Credit Suisse Cash Reserve Fund 17,000
Credit Suisse Emerging Growth Fund 54,000
Credit Suisse Emerging Markets Fund 11,000
Credit Suisse Fixed Income Fund 26,500
Credit Suisse Global Fixed Income Fund 15,000
Credit Suisse Global Post-Venture Capital Fund 15,500
63
Credit Suisse Institutional Fixed Income Fund 16,500
Credit Suisse Institutional Fund
Capital Appreciation Portfolio 13,000
Harbinger Portfolio 0
International Focus Portfolio 14,000
Investment Grade Fixed Income Portfolio 15,000
Large Cap Value Portfolio 9,500
Select Equity Portfolio 13,000
Small Cap Growth Portfolio 16,000
Credit Suisse Institutional High Yield Fund 17,500
Credit Suisse Institutional International Fund 30,500
Credit Suisse Institutional Money Market Fund
Government Portfolio 13,000
Prime Portfolio 13,000
Credit Suisse International Focus 59,000
Credit Suisse Investment Grade Bond Fund 11,500
Credit Suisse Japan Growth Fund 11,500
Credit Suisse Municipal Bond Fund 11,000
Credit Suisse New York Municipal Fund 12,500
Credit Suisse New York Tax Exempt Fund 15,000
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund 13,000
Credit Suisse Municipal Money Fund 11,000
Credit Suisse U.S. Government Money Fund 12,500
Credit Suisse Select Equity Fund 10,500
Credit Suisse Short Duration Bond Fund 13,000
Credit Suisse Small Cap Growth Fund 11,000
Credit Suisse Strategic Small Cap Fund 13,000
Credit Suisse Trust
Blue Chip Portfolio 13,000
Emerging Growth Portfolio 10,500
Emerging Markets Portfolio 10,500
Global Post-Venture Capital Portfolio 13,500
Global Technology Portfolio 13,000
International Focus Portfolio 47,000
Large Cap Value Portfolio 10,500
Small Cap Growth Portfolio 33,500
Small Cap Value Portfolio 13,500
64
Financial Information Systems Design and Implementation Fees
No fees were billed by PwC for each Fund's most recent fiscal year for
professional services rendered to the Fund relating to financial information
systems design and implementation.
For financial information systems design and implementation services
provided to CSAM and all entities controlling, controlled by or under common
control with CSAM that provide services to the Funds, PwC billed $5,100,000.
These fees represent fees paid by Credit Suisse First Boston to PwC Consulting
in connection with the worldwide implementation of PeopleSoft. Effective
September 30, 2002 PwC sold PwC Consulting to IBM Corporation and effective on
that date PwC and PwC Consulting became two separate entities.
All Other Fees
All other fees provided to the Funds are comprised of tax services
related to reviewing each Fund's annual excise tax calculations and reviewing
and signing the applicable tax returns, agreed-upon procedures related to each
Fund's change in fund accounting service providers, security counts performed
under Rule 17f-2 of the 1940 Act for certain Funds that participated in its
security lending program and the issuance of comfort letters and the performance
of agreed-upon procedures for certain Funds that were involved in fund mergers.
For other services provided to the Funds, PwC billed the following
amounts in fees for each Fund's most recent fiscal year:
Credit Suisse Capital Appreciation Fund $5,000
Credit Suisse Capital Funds
Credit Suisse Tax Efficient Fund 5,000
Credit Suisse Large Cap Value Fund 5,000
Credit Suisse Small Cap Value Fund 5,000
Credit Suisse Cash Reserve Fund 5,000
Credit Suisse Emerging Growth Fund 5,000
Credit Suisse Emerging Markets Fund 5,000
Credit Suisse Fixed Income Fund 7,000
Credit Suisse Global Fixed Income Fund 7,000
Credit Suisse Global Post-Venture Capital Fund 5,000
Credit Suisse Institutional Fixed Income Fund 7,000
Credit Suisse Institutional Fund
Capital Appreciation Portfolio 5,000
Harbinger Portfolio 0
International Focus Portfolio 5,000
Investment Grade Fixed Income Portfolio 5,000
65
Large Cap Value Portfolio 40,000
Select Equity Portfolio 5,000
Small Cap Growth Portfolio 5,000
Small Cap Value Portfolio 5,000
Credit Suisse Institutional High Yield Fund 7,000
Credit Suisse Institutional International Fund 8,000
Credit Suisse Institutional Money Market Fund
Government Portfolio 7,500
Prime Portfolio 7,500
Credit Suisse International Focus 50,000
Credit Suisse Investment Grade Bond Fund 7,000
Credit Suisse Japan Growth Fund 38,000
Credit Suisse Municipal Bond Fund 5,000
Credit Suisse New York Municipal Fund 5,000
Credit Suisse New York Tax Exempt Fund 5,000
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund 5,000
Credit Suisse Municipal Money Fund 5,000
Credit Suisse U.S. Government Money Fund 5,000
Credit Suisse Select Equity Fund 8,000
Credit Suisse Short Duration Bond Fund 5,000
Credit Suisse Small Cap Growth Fund 5,000
Credit Suisse Strategic Small Cap Fund 5,000
Credit Suisse Trust
Blue Chip Portfolio 5,000
Emerging Growth Portfolio 5,000
Emerging Markets Portfolio 5,000
Global Post-Venture Capital Portfolio 5,000
Global Technology Portfolio 5,000
International Focus Portfolio 5,000
Large Cap Value Portfolio 5,000
Small Cap Growth Portfolio 5,000
Small Cap Value Portfolio 5,000
For other services provided to CSAM and all other entities controlling,
controlled by, or under common control with CSAM that provide services to the
Funds, PwC billed $2,157,000, $2,172,000, and $2,467,000 in fees for the twelve
months ended August 31, 2002, October 31, 2002, and December 31, 2002,
respectively. These fees are comprised of: (1) $664,0000, $762,000 and
66
$1,137,000, respectively, in connection with agreed-upon procedures relating to
property financing transactions and pooled securitization transactions, (2)
$793,000, $764,000 and $739,000, respectively, in connection with expatriate tax
consulting services, (3) $450,000, $396,000, and $341,000, respectively, in
connection with other tax related services and (4) $250,000 in connection with
financial statements audits.
THE FUNDS' INVESTMENT ADVISERS, ADMINISTRATORS AND DISTRIBUTOR
CSAM, located at 466 Lexington Avenue, New York, New York 10017-3140,
serves as investment adviser to each Fund pursuant to a written investment
advisory agreement between CSAM and the Fund. CSAM is the institutional and
mutual fund asset management arm of Credit Suisse First Boston, part of the
Credit Suisse Group.
Certain Funds have entered into sub-investment advisory agreements with
CSAM and each of CSAM's United Kingdom affiliate ("CSAM U.K."), CSAM's Japanese
affiliate ("CSAM Japan") and CSAM's Australian affiliate ("CSAM Australia"),
each of which is named Credit Suisse Asset Management Limited. The principal
executive office of CSAM U.K. is Beaufort House, 15 St. Botolph Street, London
EC3A 7JJ, England. The principal executive office of CSAM Japan is Shiroyama JT
Mori Bldg. 3-1, Toranomon 4-Chome, Minato-Ku, Tokyo 105-6026, Japan. The
registered office of CSAM Australia is Level 32 Gateway, 1 Macquarie Place,
Sydney 2001, Australia.
CSAMSI and State Street serve as co-administrators to the Funds
pursuant to separate written agreements with the Funds. CSAMSI's principal
business address is 466 Lexington Avenue, New York, New York 10017. The
principal business address of State Street is 225 Franklin Street, Boston,
Massachusetts 02110. CSAMSI is also the distributor of the Funds' shares.
67
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs incurred in
connection with the solicitation of proxies, including any additional
solicitation made by letter or telephone, will be paid by the Funds, except for
Proposals 2(a) and 2(b), where the costs will be borne by CSAM or its
affiliates. In addition to solicitation by mail, certain officers and
representatives of each Fund, officers and employees of CSAM and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies in person or by telephone.
Georgeson Shareholder Communications, Inc. (the "Agent") has been
engaged to assist in the solicitation of proxies, at an estimated fee of
$300,000. As the Special Meeting date approaches, certain shareholders of each
Portfolio may receive a telephone call from a representative of the Agent if
their vote has not yet been received. Authorization to permit the Agent to
execute proxies may be obtained by telephonic or electronic transmitted
instructions from shareholders of each Portfolio. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Directors believe that these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote and the
shareholder's voting instructions are accurately determined.
In all cases where a telephonic proxy is solicited, the Agent's
representative is required to ask for each shareholder's full name, address,
last four digits of the shareholder's social security or tax identification
number, title of the person and whether such person is authorized to direct the
voting of such shares (if an entity), the number of shares owned, if known, and
to confirm that the shareholder has received the proxy statement and proxy card
in the mail. If the information solicited agrees with the information provided
to the Agent, then the Agent representative has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The Agent's representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. The Agent will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter by first class mail to confirm his or her vote and asking the
shareholder to call the Agent immediately if his or her votes are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, 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
68
1-866-825-6453. Any proxy given by a shareholder, whether in writing, by
telephone or by the Internet, is revocable.
PROPOSALS OF SHAREHOLDERS
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 Hal Liebes, Secretary of the Credit
Suisse Funds, c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New
York, NY 10017-3140, within a reasonable time before the solicitation of proxies
for such meeting. The timely submission of a proposal does not guarantee its
inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board is aware of any matters that will be presented for action at
the Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
each Fund and/or Portfolio.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD(S) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
By order of the governing Boards,
/s/ Hal Liebes
Hal Liebes
Secretary
Dated: February 28, 2003
69
THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit A
QUORUM REQUIREMENTS
QUORUM
NAME OF FUND REQUIREMENT
- --------------------------------------------------------------------------------
Credit Suisse Capital Appreciation Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse Capital Funds Majority
- --------------------------------------------------------------------------------
Credit Suisse Tax Efficient Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse Large Cap Value Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse Small Cap Value Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse Cash Reserve Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Emerging Growth Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Emerging Markets Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Fixed Income Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse Global Fixed Income Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Global Post-Venture Capital Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Institutional Fixed Income Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Institutional Fund One-Third
- --------------------------------------------------------------------------------
Capital Appreciation Portfolio One-Third
- --------------------------------------------------------------------------------
Harbinger Portfolio One-Third
- --------------------------------------------------------------------------------
International Focus Portfolio One-Third
- --------------------------------------------------------------------------------
Investment Grade Fixed Income Portfolio One-Third
- --------------------------------------------------------------------------------
Large Cap Value Portfolio One-Third
- --------------------------------------------------------------------------------
Select Equity Portfolio One-Third
- --------------------------------------------------------------------------------
Small Cap Growth Portfolio One-Third
- --------------------------------------------------------------------------------
Credit Suisse Institutional High Yield Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Institutional International Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Institutional Money Market Fund One-Third
- --------------------------------------------------------------------------------
Government Portfolio One-Third
- --------------------------------------------------------------------------------
Prime Portfolio One-Third
- --------------------------------------------------------------------------------
Credit Suisse International Focus One-Third
- --------------------------------------------------------------------------------
Credit Suisse Investment Grade Bond Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Japan Growth Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Municipal Bond Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse New York Municipal Fund Majority
- --------------------------------------------------------------------------------
Credit Suisse New York Tax Exempt Fund One-Third
- --------------------------------------------------------------------------------
A-1
QUORUM
NAME OF FUND REQUIREMENT
- --------------------------------------------------------------------------------
Credit Suisse Opportunity Funds 51%
- --------------------------------------------------------------------------------
Credit Suisse High Income Fund 51%
- --------------------------------------------------------------------------------
Credit Suisse Municipal Money Fund 51%
- --------------------------------------------------------------------------------
Credit Suisse U.S. Government Money Fund 51%
- --------------------------------------------------------------------------------
Credit Suisse Select Equity Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Short Duration Bond Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Small Cap Growth Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Strategic Small Cap Fund One-Third
- --------------------------------------------------------------------------------
Credit Suisse Trust Majority
- --------------------------------------------------------------------------------
Blue Chip Portfolio Majority
- --------------------------------------------------------------------------------
Emerging Growth Portfolio Majority
- --------------------------------------------------------------------------------
Emerging Markets Portfolio Majority
- --------------------------------------------------------------------------------
Global Post-Venture Capital Portfolio Majority
- --------------------------------------------------------------------------------
Global Technology Portfolio Majority
- --------------------------------------------------------------------------------
International Focus Portfolio Majority
- --------------------------------------------------------------------------------
Large Cap Value Portfolio Majority
- --------------------------------------------------------------------------------
Small Cap Growth Portfolio Majority
- --------------------------------------------------------------------------------
Small Cap Value Portfolio Majority
- --------------------------------------------------------------------------------
A-2
Exhibit B
FORM
OF
CSAM INVESTMENT ADVISORY AGREEMENT
___________, 2003
Credit Suisse Asset Management, LLC
466 Lexington Avenue
16th Floor
New York, New York 10017
Dear Sirs:
Credit Suisse ________________ Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, herewith
confirms its agreement with Credit Suisse Asset Management, LLC (the "Adviser")
as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as may be amended from time to time,
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 of the Fund. Copies of the Fund's Prospectus and SAI have been or
will be submitted to the Adviser. The Fund desires to employ and hereby appoints
the Adviser to act as investment adviser to the Fund. The Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Directors of the
Fund, the Adviser will (a) act in strict conformity with the Fund's Articles of
Incorporation, the Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to time be amended
(the "Advisers Act"), (b) manage the Fund's assets in accordance with the Fund's
investment objective and policies as stated in the Fund's Prospectus and SAI,
(c) make investment decisions for the Fund, (d) place purchase and sale orders
for securities on behalf of the Fund, (e) exercise voting rights in respect of
portfolio securities and other investments for the Fund, and (f) monitor and
evaluate the services provided by the Fund's investment sub-adviser(s), if any,
under the terms
B-1
of the applicable investment sub-advisory agreement. In providing those
services, the Adviser will provide investment research and supervision of the
Fund's investments and conduct a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the Fund's assets. In addition,
the Adviser will furnish the Fund with whatever statistical information the Fund
may reasonably request with respect to the securities that the Fund may hold or
contemplate purchasing.
Subject to the approval of the Board of Directors of the Fund and, where
required by law, the Fund's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the Fund
and may delegate to such investment sub-adviser(s) the responsibilities
described in subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the Adviser shall be
responsible for furnishing the Fund with the services required to be performed
by such investment sub-adviser(s) under the applicable investment sub-advisory
agreement(s) or arranging for a successor investment sub-adviser(s) to provide
such services on terms and conditions acceptable to the Fund and the Fund's
Board of Directors and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or dealers and
negotiating any brokerage commission rates, the 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 Adviser will consider all
factors it deems relevant including, but not limited to, 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, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information the Adviser believes is appropriate for this
purpose.
5. Disclosure Regarding the Adviser
(a) The Adviser has reviewed the disclosure about the Adviser contained in
the Fund's registration statement and represents and warrants that, with respect
to such disclosure about the Adviser or information related, directly or
indirectly, to the Adviser, such registration statement contains, as of the date
hereof, no untrue
B-2
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 Adviser agrees to notify the Fund promptly of (i) any statement
about the Adviser contained in the Fund's registration statement that becomes
untrue in any material respect, (ii) any omission of a material fact about the
Adviser in the Fund's registration statement which is required to be stated
therein or necessary to make the statements contained therein not misleading,
(iii) any reorganization or change in the Adviser, including any change in its
ownership or key employees, or (iv) any change in the membership of the Adviser,
as long as the Adviser is a partnership.
(c) Prior to the Fund or any affiliated person (as defined in the 1940 Act,
an "Affiliate") of the Fund using or distributing sales literature or other
promotional material referring to the Adviser ("Promotional Material"), the Fund
shall forward such material to the Adviser and shall allow the Adviser
reasonable time to review the material. The Adviser will not act unreasonably in
its review of Promotional Material and the Fund will use all reasonable efforts
to ensure that all Promotional Material used or distributed by or on behalf of
the Fund will comply with the requirements of the Advisers Act, the 1940 Act and
the rules and regulations promulgated thereunder.
(d) The Adviser has supplied the Fund copies of its Form ADV with all
exhibits and attachments thereto and will hereinafter supply the Fund, promptly
upon preparation thereof, copies of all amendments or restatements of such
document.
6. Compliance
(a) The Adviser agrees that it shall promptly notify 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
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 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) The Fund agrees that it shall promptly notify the Adviser in the event
that the SEC has censured the Fund; placed limitations upon any of its
activities, functions or operations; or has commenced proceedings or an
investigation that may result in any of these actions.
(c) The Fund shall be given access to the records of the 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 Adviser
relating to its providing investment advisory services to the Fund, including
without
B-3
limitation records relating to trading by employees of the Adviser for their own
accounts and on behalf of other clients. The Adviser agrees to cooperate with
the Fund and its 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 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 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 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 and prior, present or potential shareholders
and not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder except after prior
notification to and approval in writing of the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the 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 Adviser hereby agrees to furnish to regulatory authorities having
the requisite authority any information or reports in connection with services
that the 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. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund or to shareholders of the Fund to which the
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 Adviser's reckless disregard of its obligations and duties under this
Agreement.
9. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Fund will pay the Adviser an annual fee calculated at an annual rate of
_______%1 of the Fund's average daily net assets. The fee for the period from
the date of this
- -------------------
1 For fee rates of each Fund, see, Exhibit A.
B-4
Agreement to the end of the calendar year shall be prorated according to the
proportion that such period bears to the full yearly period. Upon any
termination of this Agreement before the end of a year, the fee for such part of
that year shall be prorated according to the proportion that such period bears
to the full yearly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to the Adviser, the
value of the Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or SAI.
10. Expenses
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement, including the fees payable to any investment
sub-adviser engaged pursuant to paragraph 2 of this Agreement. The Fund will
bear its proportionate share of 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 the Adviser or any of its
affiliates; fees of any pricing service employed to value shares of the Fund;
Securities and Exchange Commission fees and state blue sky 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.
The Fund will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Fund is a party and of indemnifying
officers and Directors of the Fund with respect to such litigation and other
expenses as determined by the Directors.
11. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts and to one or more other investment companies or series of investment
companies, and the Fund has no objection to the Adviser so acting, provided that
whenever the Fund and one or more other accounts or investment companies or
portfolios advised by the Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each entity. The Fund recognizes that
in some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Fund understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the
B-5
right of the Adviser or any affiliate of the 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
Adviser to perform its services under this Agreement.
12. Term of Agreement
This Agreement 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
in said 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, on 60 days' written notice, by the Board of Directors of the
Fund or by vote of holders of a majority of the Fund's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in said Act).
13. Representations by the Parties
(a) The Adviser represents and warrants that 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 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 Adviser covenants to
maintain all necessary registrations, licenses and approvals in effect during
the term of this Agreement.
(b) The Adviser represents that 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) The Adviser represents that 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 and will provide any certifications required by Rule
17j-1.
(d) The Fund represents that a copy of its Articles of Incorporation, dated
________________, together with all amendments thereto, is on file in the
Department of Assessments and Taxation of the State of Maryland.
14. Miscellaneous
The Fund recognizes that directors, officers and employees of the Adviser
may from time to time serve as directors, trustees, officers and employees of
corporations and business trusts (including other investment companies) and that
such other corporations and business trusts may include the name "CS", "CSFB",
B-6
"CSAM" or "Credit Suisse" (or any combination thereof) as part of their names,
and that the Adviser or its affiliates may enter into advisory or other
agreements with such other corporations or business trusts. If the Adviser
ceases to act as the investment adviser of the Fund's shares, the Fund agrees
that, at the Adviser's request, the Fund's license to use the words "CS",
"CSFB", "CSAM" or "Credit Suisse" (or any combination thereof) will terminate
and that the Fund will take all necessary action to change the name of the Fund
to names not including the words "CS", "CSFB", "CSAM" or "Credit Suisse" (or any
combination thereof).
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 ____________________
FUND, INC.
By:
Name:
Title:
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
Name:
Title:
B-7
Exhibit A
Advisory Fee Rates For Each Fund
Fund Investment Advisory Fee*
- ---- ------------------------
Credit Suisse Institutional Fixed Income Fund 0.375%
Credit Suisse Institutional High Yield Fund 0.70%
Credit Suisse Institutional International Fund 0.80%
Credit Suisse Municipal Bond Fund 0.70%
Credit Suisse Select Equity Fund 0.75%
- ------------------
*As a percentage of average daily net assets.
B-8
Exhibit C
CERTAIN INFORMATION ABOUT CSAM AND CREDIT SUISSE GROUP
GENERAL
CSAM is located at 466 Lexington Avenue, New York, New York 10017-3140.
CSAM is the institutional and mutual fund asset management arm of Credit Suisse
First Boston ("CSFB"), part of the Credit Suisse Group ("Credit Suisse"), one of
the world's largest financial organizations with approximately $819.6 billion in
assets under management. CSFB is a leading global investment bank serving
institutional, corporate, government and individual clients. CSFB's businesses
include securities underwriting, sales and trading, investment banking, private
equity, financial advisory services, investment research, venture capital,
correspondent brokerage services and asset management. CSFB operates in 77
locations in 36 countries across six continents. CSFB is a business unit of the
Zurich-based Credit Suisse Group, a leading global financial services company.
As of December 31, 2002, Credit Suisse Asset Management employed 2,270 people
worldwide and had global assets under management of approximately $297.4
billion, with $52.8 billion in assets under management in the U.S. The principal
business address of Credit Suisse is Paradeplatz 8, CH8070, Zurich, Switzerland.
CSAM's sole member is CSAM Americas Holding Corp. located at 466
Lexington Avenue, New York, New York 10017-3140, which is wholly-owned by Credit
Suisse Asset Management Holding Corp., of the same address, which in turn is
wholly-owned by Credit Suisse First Boston, Inc., located at 11 Madison Avenue,
New York, New York 10010, which is indirectly wholly-owned by Credit Suisse
Group.
EXECUTIVE OFFICERS OF CSAM
The following chart sets forth information with respect to the name,
address and principal occupations of the executive officer(s) and managing
member(s) of CSAM. (Unless otherwise noted, the person's position at CSAM
constitutes his/her principal occupation.) Each person's address is 466
Lexington Avenue, New York, New York 10017-3140.
- --------------------------------------------------------------------------------
NAME POSITION WITH CSAM AND
PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Joseph D. Gallagher Chief Executive Officer, Managing Director
and Member of the Management Committee
- --------------------------------------------------------------------------------
Laurence R. Smith Global Chief Investment Officer, Managing
Director and Member of the Management
Committee
- --------------------------------------------------------------------------------
Elizabeth B. Dater Co-Head of U.S. Equities, Managing
Director and Member of the Management
Committee
- --------------------------------------------------------------------------------
C-1
- --------------------------------------------------------------------------------
NAME POSITION WITH CSAM AND
PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Jo Ann Corkran Head of Core Fixed Income, Managing
Director and Member of the Management
Committee
- --------------------------------------------------------------------------------
George M. Jamgochian Head of Institutional Marketing, Managing
Director and Member of the Management
Committee
- --------------------------------------------------------------------------------
Hal Liebes Global General Counsel, Secretary,
Managing Director and Member of the
Management Committee
- --------------------------------------------------------------------------------
Matthew C. Moss Chief Financial Officer, Managing Director
and Member of the Management Committee
- --------------------------------------------------------------------------------
Daniel C. Rowland Director of Human Resources, Director,
Member of the Management Committee
- --------------------------------------------------------------------------------
Gregory R. Sawers Head of Research, Co-Head of U.S. Equities,
Managing Director and Member of the
Management Committee
- --------------------------------------------------------------------------------
SIMILAR FUNDS MANAGED BY CSAM
The following chart sets forth information with respect to other mutual
funds advised by CSAM with an investment objective similar to the investment
objective of the Fund indicated.
- ----------------------------------------------------------------------------------------------
NET ASSETS OF CONTRACTUAL
CSAM MANAGED ADVISORY FEE
SIMILAR FUND
SIMILAR FUND AS OF 12/31/02 (AS A PERCENTAGE
CURRENTLY ADVISED OF AVERAGE DAILY FEE
CREDIT SUISSE FUND BY CSAM (IN DOLLARS) NET ASSETS) WAIVER
- ----------------------------------------------------------------------------------------------
OPEN-END FUNDS
- ----------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse Fund 219,448,807 .50% YES
Institutional Fixed Fixed Income
Income Fund
- ----------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse Opportunity 50,336,899 .70% 1st 100 million
Institutional High Funds - Credit Suisse YES
Yield Fund High Income Fund .50% over 100 million
- ----------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse 42,342,224 .80% YES
Institutional Institutional Fund -
International Fund International Focus
Portfolio
- ----------------------------------------------------------------------------------------------
C-2
- ----------------------------------------------------------------------------------------------
NET ASSETS OF CONTRACTUAL
CSAM MANAGED ADVISORY FEE
SIMILAR FUND
SIMILAR FUND AS OF 12/31/02 (AS A PERCENTAGE
CURRENTLY ADVISED OF AVERAGE DAILY FEE
CREDIT SUISSE FUND BY CSAM (IN DOLLARS) NET ASSETS) WAIVER
- ----------------------------------------------------------------------------------------------
OPEN-END FUNDS
- ----------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse Trust - 86,547,248 1.00% NO
Institutional International Focus
International Fund Portfolio
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse 247,468,833 1.00% YES
Institutional International
International Fund Focus Fund
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse 10,118,263 1.00% YES
Institutional European
International Fund Equity Fund
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse 11,604,139 1.00% YES
Institutional Opportunity Funds -
International Fund Credit Suisse
International Fund
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse 11,665,038 .50% YES
Select Equity Fund Institutional Fund -
Select Equity Portfolio
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse Credit Suisse New York 84,657,274 .40% YES
Municipal Bond Fund Municipal Fund
- ------------------------------------------------------------------------------------------------------------------
SUB-ADVISED FUNDS
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse CNI High Yield 17,860,832 .50% 1st 35 million
Institutional High Bond Portfolio NO
Yield Fund .40% over 35 million
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse MLIG Variable Ins. 2,383,328 .40% 1st 200 million
Institutional Trust NO
International Fund CS International .32% next 200 million
Portfolio .30% thereafter
- ------------------------------------------------------------------------------------------------------------------
BROKERAGE POLICIES
CSAM is responsible for establishing, reviewing and, where necessary,
modifying the Fund's investment program to achieve its investment objective.
Purchases and sales of newly issued portfolio securities are usually principal
transactions without brokerage commissions effected directly with the issuer or
with an underwriter acting as principal. Other purchases and sales may be
effected on a securities exchange or over-the-counter, depending on where it
appears that the best price and execution will be obtained. The purchase price
paid by a Fund to underwriters of newly issued securities usually includes a
concession paid by the issuer to the underwriter, and purchases of securities
from dealers, acting as either principals or agents in the after market, are
normally executed at a price between the bid and asked price, which includes a
dealer's mark-up or mark-down.
C-3
Transactions on U.S. stock exchanges and some foreign stock exchanges involve
the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. There is
generally no stated commission in the case of securities traded in domestic or
foreign over-the-counter markets, but the price of securities traded in
over-the-counter markets includes an undisclosed commission or mark-up. U.S.
Government Securities are generally purchased from underwriters or dealers,
although certain newly issued U.S. Government Securities may be purchased
directly from the U.S. Treasury or from the issuing agency or instrumentality.
No brokerage commissions are typically paid on purchases and sales of U.S.
Government Securities.
In selecting broker-dealers, the Adviser does business exclusively with
those broker-dealers that, in the Adviser's judgment, can be expected to provide
the best service. The service has two main aspects: the execution of buy and
sell orders and the provision of research. In negotiating commissions with
broker-dealers, the Adviser will pay no more for execution and research services
than it considers either, or both together, to be worth. The worth of execution
service depends on the ability of the broker-dealer to minimize costs of
securities purchased and to maximize prices obtained for securities sold. The
worth of research depends on its usefulness in optimizing portfolio composition
and its changes over time. Commissions for the combination of execution and
research services that meet the Adviser's standards may be higher than for
execution services alone or for services that fall below the Adviser's
standards. The Adviser believes that these arrangements may benefit all clients
and not necessarily only the accounts in which the particular investment
transactions occur that are so executed. Further, the Adviser will only receive
brokerage or research service in connection with securities transactions that
are consistent with the "safe harbor" provisions of Section 28(e) of the
Securities Exchange Act of 1934 when paying such higher commissions. Research
services may include research on specific industries or companies, macroeconomic
analyses, analyses of national and international events and trends, evaluations
of thinly traded securities, computerized trading screening techniques and
securities ranking services, and general research services.
Investment decisions for a Fund concerning specific portfolio
securities are made independently from those for other clients advised by the
Adviser. Such other investment clients may invest in the same securities as a
Fund. When purchases or sales of the same security are made at substantially the
same time on behalf of such other clients, transactions are averaged as to price
and available investments allocated as to amount, in a manner which the Adviser
believes to be equitable to each client, including a Fund. In some instances,
this investment procedure may adversely affect the price paid or received by a
Fund
C-4
or the size of the position obtained or sold for a Fund. To the extent permitted
by law, securities may be aggregated with those to be sold or purchased for a
Fund with those to be sold or purchased for such other investment clients in
order to obtain best execution.
All orders for transactions in securities or options on behalf of a
Fund are placed by the Adviser with broker-dealers that it selects, including
CSFB and other affiliates of Credit Suisse. A Fund may utilize CSFB or other
affiliates of Credit Suisse in connection with a purchase or sale of securities
when the Adviser believes that the charge for the transaction does not exceed
usual and customary levels and when doing so is consistent with guidelines
adopted by the Board.
In no instance will portfolio securities be purchased from or sold to
CSAM, CSFB or any affiliated person of the foregoing entities except as
permitted by SEC exemptive order or by applicable law. In addition, the Funds
will not give preference to any institutions with whom a Fund enters into
distribution or shareholder servicing agreements concerning the provision of
distribution services or support services.
If permitted for a Fund, transactions for such Fund may be effected on
foreign securities exchanges. In transactions for securities not actively traded
on a foreign securities exchange, such Fund will deal directly with the dealers
who make a market in the securities involved, except in those circumstances
where better prices and execution are available elsewhere. Such dealers usually
are acting as principal for their own account. On occasion, securities may be
purchased directly from the issuer. Such portfolio securities are generally
traded on a net basis and do not normally involve brokerage commissions.
Securities firms may receive brokerage commissions on certain portfolio
transactions, including options, futures and options on futures transactions and
the purchase and sale of underlying securities upon exercise of options.
A Fund may participate, if and when practicable, in bidding for the
purchase of securities for a Fund's portfolio directly from an issuer in order
to take advantage of the lower purchase price available to members of such a
group. A Fund will engage in this practice, however, only when the Adviser, in
its sole discretion, believes such practice to be otherwise in a Fund's
interest.
C-5
Exhibit D
CSAMSI ADMINISTRATION AND DISTRIBUTION FEES
For each Fund's most recent fiscal year, the Fund paid CSAMSI co-administrative
service and distribution fees as follows:
- --------------------------------------------------------------------------------
Co-Administrative Distribution
Fund Service Fees Fees
- --------------------------------------------------------------------------------
Credit Suisse Institutional $0 $0
Fixed Income Fund
- --------------------------------------------------------------------------------
Credit Suisse Institutional $0 $0
High Yield Fund
- --------------------------------------------------------------------------------
Credit Suisse Institutional $0 $291
International Fund
- --------------------------------------------------------------------------------
Credit Suisse Municipal
Bond Fund $1,442 $38,651
- --------------------------------------------------------------------------------
Credit Suisse Select
Equity Fund $965 $23,642
- --------------------------------------------------------------------------------
D-1
Exhibit E-1
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH INCOME FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
CLASS A SHARES
Credit Suisse High Income Fund (the "Fund"), a series of Credit Suisse
Opportunity Funds (the "Trust"), is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "Act"). The
Trust employs Credit Suisse Asset Management Securities, Inc. and/or others as
the principal underwriter and distributor (the "Distributor") of the Class A
shares of the Fund pursuant to a written distribution agreement and desires to
adopt a plan of distribution pursuant to Rule 12b-1 under the Act to assist in
the distribution of Class A shares of the Fund.
The Board of Trustees (the "Board") of the Trust having determined that
a plan of distribution containing the terms set forth herein is reasonably
likely to benefit the Fund and its shareholders, the Trust hereby adopts the
compensation-type plan of distribution for the Fund's Class A shares (the
"Plan") pursuant to Rule 12b-1 under the Act on the following terms and
conditions:
1. The Fund is hereby authorized to pay to the Distributor as
compensation for its services, distribution payments and/or service fees (the
"Payments") in connection with the distribution of Class A shares of the Fund
equal to 0.50 of 1% of the average daily net assets of the Class A shares of the
Fund. Such Payments shall be accrued daily and paid monthly in arrears.
2. Payments under this Plan are not limited to the expenses actually
incurred in providing services hereunder, and such payments may exceed expenses
actually incurred. Furthermore, any portion of any fee paid to the Distributor
or to any of its affiliates by the Fund, or any of their past profits or other
revenue, may be used in their sole discretion to provide services to
shareholders of the Fund or to foster distribution of Class A shares. The
Distributor or the Fund's investment adviser or their affiliates may, from such
entity's own resources, pay a fee to an organization whose clients or customers
own or may own Class A shares.
3. Payments may be made by the Fund under this Plan for the purpose of
financing or assisting in the financing of any activity which is primarily
intended to result in the sale of Class A shares of the Fund. The scope of the
foregoing shall be interpreted by the Board from time to time, including the
selection of those activities for which payment can be made, whose decision
shall be conclusive. Without in any way limiting the discretion of the Board,
the following activities are hereby declared to be primarily intended to result
in the sale of Class A shares of the Fund: advertising the Fund either alone or
together with other funds; compensating underwriters, dealers, brokers, banks
and other selling entities and sales and marketing personnel of any of them for
sales of Class A shares of the Fund, whether in a lump sum or on a continuous,
periodic,
E-1
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Distributor, the Fund's investment adviser and their personnel) of any of
them for providing services to shareholders of the Fund relating to their
investment in the Fund, including assistance in connection with inquiries
relating to shareholder accounts; the production and dissemination of
prospectuses and statements of additional information of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; third party consultancy or similar expenses relating to any
activity for which Payment is authorized by the Board; and the financing of any
activity for which Payment is authorized by the Board.
4. Amounts paid to the Distributor by the Fund under the Plan will not
be used to pay the distribution expenses incurred with respect to any other
class of shares of the Fund, except that distribution expenses attributable to
the Fund as a whole will be allocated to the Class A shares according to the
ratio of the sales of Class A shares to the total sales of the Fund's shares
over the Fund's fiscal year or such other allocation method approved by the
Board.
5. The Trust is hereby authorized and directed to enter into
appropriate written agreements with the Distributor on behalf of the Fund and
each other person to whom the Trust intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related agreement" for purposes of Rule
12b-1 under the Act.
6. Each agreement required to be in writing by Section 5 must contain
the provisions required by Rule 12b-1 under the Act and must be approved by a
majority of the Board ("Board Approval") and by a majority of the trustees
("Disinterested Trustee Approvalwho are not "interested persons" of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or any such agreement, by vote cast in person at a meeting called for the
purposes of voting on such agreement.
7. The officers, investment adviser or Distributor of the Fund, as
appropriate, shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such Payments were made.
8. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Fund without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of
the Act (such as the printing of prospectuses for existing Fund shareholders),
this
E-2
Plan shall not be construed to prevent or restrict the Fund from paying such
amounts outside of this Plan and without limitation hereby and without such
payments being included in the calculation of Payments subject to the limitation
set forth in Section 1.
9. This Plan shall not take effect until it has been approved by a vote
of at least a majority of the outstanding voting securities of the Class A
shares of the Fund. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the
outstanding voting securities of the Fund. This Plan may continue in effect for
longer than one year after its approval by the shareholders of the Fund only as
long as such continuance is specifically approved at least annually by Board
Approval and by Disinterested Trustee Approval.
10. While the Plan is in effect with respect to the Fund, the selection
and nomination of the trustees who are not "interested persons" of the Fund will
be committed to the discretion of such disinterested trustees.
11. This Plan may be terminated with respect to the Fund at any time by
a vote of the trustees who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or any
agreement hereunder, cast in person at a meeting called for the purposes of
voting on such termination, or by a vote of at least a majority of the
outstanding voting securities of the Class A shares of the Fund.
12. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the outstanding voting securities" of the Class A shares
of the Fund shall mean the vote, at the annual or a special meeting of the
holders of Class A shares of the Fund duly called, of the lesser of (a) 67% or
more of the voting securities of the Class A shares of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities of
the Class A shares of the Fund are present or represented by proxy, or (b) more
than 50% of the outstanding voting securities of the Class A shares of the Fund.
______________, 2003
E-3
Exhibit E-2
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE ________________ FUND
FORM OF PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
CLASS B SHARES
Credit Suisse ____________ Fund (the "Fund"), a series of Credit Suisse
Opportunity Funds (the "Trust"), is an open-end management investment company
registered as such under the Investment Company Act of 1940, as amended (the
"Act"). The Trust employs Credit Suisse Asset Management Securities, Inc. and/or
others as the principal underwriter and distributor (the "Distributor") of the
Class B shares of the Fund pursuant to a written distribution agreement and
desires to adopt a plan of distribution pursuant to Rule 12b-1 under the Act to
assist in the distribution of Class B shares of the Fund.
The Board of Trustees (the "Board") of the Trust having determined that
a plan of distribution containing the terms set forth herein is reasonably
likely to benefit the Fund and its shareholders, the Trust hereby adopts a
compensation-type plan of distribution for the Fund's Class B shares (the
"Plan") pursuant to Rule 12b-1 under the Act on the following terms and
conditions:
1. The Fund is hereby authorized to pay to the Distributor as
compensation for its services, distribution payments (the "Payments") in
connection with the distribution of Class B shares of the Fund in an aggregate
amount equal to 1.0% per year of the average daily net assets of Class B shares
of the Fund consisting of (i) an asset-based sales charge of up to .75 of 1% of
the average daily net assets of the Class B shares of the Fund and (ii) a
service fee of up to .25 of 1% of the average daily net assets of the Class B
shares of the Fund. Such Payments shall be accrued daily and paid monthly in
arrears.
2. Payments under this Plan are not limited to the expenses actually
incurred in providing services hereunder, and such payments may exceed expenses
actually incurred. Furthermore, any portion of any fee paid to the Distributor
or to any of its affiliates by the Fund, or any of their past profits or other
revenue, may be used in their sole discretion to provide services to
shareholders of the Fund or to foster distribution of Class B shares. The
Distributor or the Fund's investment adviser or their affiliates may, from such
entity's own resources, pay a fee to an organization whose clients or customers
own or may own Class B shares.
3. Payments may be made by the Fund under this Plan for the purpose of
financing or assisting in the financing of any activity which is primarily
intended to result in the sale of Class B shares of the Fund. The scope of the
foregoing shall be interpreted by the Board from time to time, including the
selection of those activities for which payment can be made, whose decision
shall be conclusive. Without in any way limiting the discretion of the Board,
the following activities are hereby declared to be primarily intended to result
in the sale of Class B shares of the Fund: advertising the Fund either alone or
together with other funds;
E-4
compensating underwriters, dealers, brokers, banks and other selling entities
and sales and marketing personnel of any of them for sales of Class B shares of
the Fund, whether in a lump sum or on a continuous, periodic, contingent,
deferred or other basis; compensating underwriters, dealers, brokers, banks and
other servicing entities and servicing personnel (including the Distributor the
Fund's investment adviser and their personnel) of any of them for providing
services to shareholders of the Fund relating to their investment in the Fund,
including assistance in connection with inquiries relating to shareholder
accounts; the production and dissemination of prospectuses and statements of
additional information of the Fund and the preparation, production and
dissemination of sales, marketing and shareholder servicing materials; third
party consultancy or similar expenses relating to any activity for which Payment
is authorized by the Board; and the financing of any activity for which Payment
is authorized by the Board.
4. Amounts paid to the Distributor by the Fund under the Plan will not
be used to pay the distribution expenses incurred with respect to any other
class of shares of the Fund, except that distribution expenses attributable to
the Fund as a whole will be allocated to the Class B shares according to the
ratio of the sales of Class B shares to the total sales of the Fund's shares
over the Fund's fiscal year or such other allocation method approved by the
Board.
5. The Trust is hereby authorized and directed to enter into
appropriate written agreements with the Distributor on behalf of the Fund and
each other person to whom the Trust intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related agreement" for purposes of Rule
12b-1 under the Act.
6. Each agreement required to be in writing by Section 5 must contain
the provisions required by Rule 12b-1 under the Act and must be approved by a
majority of the Board ("Board Approval") and by a majority of the trustees
("Disinterested Trustee Approvalwho are not "interested persons" of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or any such agreement, by vote cast in person at a meeting called for the
purposes of voting on such agreement.
7. The officers, investment adviser or Distributor of the Fund, as
appropriate, shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such Payments were made.
E-5
8. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Fund without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of
the Act (such as the printing of prospectuses for existing Fund shareholders),
this Plan shall not be construed to prevent or restrict the Fund from paying
such amounts outside of this Plan and without limitation hereby and without such
payments being included in the calculation of Payments subject to the limitation
set forth in Section 1.
9. This Plan shall not take effect until it has been approved by a vote
of at least a majority of the outstanding voting securities of the Class B
shares of the Fund. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the
outstanding voting securities of the Fund. This Plan may continue in effect for
longer than one year after its approval by the shareholders of the Fund only as
long as such continuance is specifically approved at least annually by Board
Approval and by Disinterested Trustee Approval.
10. While the Plan is in effect with respect to the Fund, the selection
and nomination of the trustees who are not "interested persons" of the Fund will
be committed to the discretion of such disinterested trustees.
11. This Plan may be terminated with respect to the Fund at any time by
a vote of the trustees who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or any
agreement hereunder, cast in person at a meeting called for the purposes of
voting on such termination, or by a vote of at least a majority of the
outstanding voting securities of the Class B shares of the Fund.
12. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the outstanding voting securities" of the Class B shares
of the Fund shall mean the vote, at the annual or a special meeting of the
holders of Class B shares of the Fund duly called, of the lesser of (a) 67% or
more of the voting securities of the Class B shares of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities of
the Class B shares of the Fund are present or represented by proxy, or (b) more
than 50% of the outstanding voting securities of the Class B shares of the Fund.
______________, 2003
E-6
Exhibit E-3
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE ________________ FUND
FORM OF PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
CLASS C SHARES
Credit Suisse ____________ Fund (the "Fund"), a series of Credit Suisse
Opportunity Funds (the "Trust"), is an open-end management investment company
registered as such under the Invest-ment Company Act of 1940, as amended (the
"Act"). The Trust employs Credit Suisse Asset Management Securities, Inc. and/or
others as the principal underwriter and distributor (the "Distributor") of the
Class C shares of the Fund pursuant to a written distribution agreement and
desires to adopt a plan of distribution pursuant to Rule 12b-1 under the Act to
assist in the distribution of Class C shares of the Fund.
The Board of Trustees (the "Board") of the Trust having determined that
a plan of distribution containing the terms set forth herein is reasonably
likely to benefit the Fund and its shareholders, the Trust hereby adopts a
compensation-type plan of distribution for the Fund's Class C shares (the
"Plan") pursuant to Rule 12b-1 under the Act on the following terms and
conditions:
1. The Fund is hereby authorized to pay to the Distributor as
compensa-tion for its services, distribution payments (the "Payments") in
connection with the distribution of Class C shares of the Fund in an aggregate
amount equal to 1.0% per year of the average daily net assets of Class C shares
of the Fund consisting of (i) an asset-based sales charge of up to .75 of 1% of
the average daily net assets of the Class C shares of the Fund and (ii) a
service fee of up to .25 of 1% of the average daily net assets of the Class C
shares of the Fund. Such Payments shall be accrued daily and paid monthly in
arrears.
2. Payments under this Plan are not limited to the expenses actually
incurred in providing services hereunder, and such payments may exceed expenses
actually incurred. Furthermore, any portion of any fee paid to the Distributor
or to any of its affiliates by the Fund, or any of their past profits or other
revenue, may be used in their sole discretion to provide services to
shareholders of the Fund or to foster distribution of Class C shares. The
Distributor or the Fund's investment adviser or their affiliates may, from such
entity's own resources, pay a fee to an organization whose clients or customers
own or may own Class C shares.
3. Payments may be made by the Fund under this Plan for the purpose of
financing or assisting in the financing of any activity which is primarily
intended to result in the sale of Class C shares of the Fund. The scope of the
foregoing shall be interpreted by the Board from time to time, including the
selection of those activities for which payment can be made, whose decision
shall be conclusive. Without in any way limiting the discretion of the Board,
the following activities are hereby declared to be primarily intended to result
in the sale of Class C shares of the Fund: advertising the Fund either alone or
together
E-7
with other funds; compensating underwriters, dealers, brokers, banks and other
selling entities and sales and marketing personnel of any of them for sales of
Class C shares of the Fund, whether in a lump sum or on a continuous, periodic,
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Distributor, the Fund's investment adviser and their personnel) of any of
them for providing services to shareholders of the Fund relating to their
investment in the Fund, including assistance in connection with inquiries
relating to shareholder accounts; the production and dissemination of
prospectuses and statements of additional information of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; third party consultancy or similar expenses relating to any
activity for which Payment is authorized by the Board; and the financing of any
activity for which Payment is authorized by the Board.
4. Amounts paid to the Distributor by the Fund under the Plan will not
be used to pay the distribution expenses incurred with respect to any other
class of shares of the Fund, except that distribution expenses attributable to
the Fund as a whole will be allocated to the Class C shares according to the
ratio of the sales of Class C shares to the total sales of the Fund's shares
over the Fund's fiscal year or such other allocation method approved by the
Board.
5. The Trust is hereby authorized and directed to enter into
appropriate written agreements with the Distributor on behalf of the Fund and
each other person to whom the Trust intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related agreement" for purposes of Rule
12b-1 under the Act.
6. Each agreement required to be in writing by Section 5 must contain
the provisions required by Rule 12b-1 under the Act and must be approved by a
majority of the Board ("Board Approval") and by a majority of the trustees
("Disinterested Trustee Approvalwho are not "interested persons" of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or any such agreement, by vote cast in person at a meeting called for the
purposes of voting on such agreement.
7. The officers, investment adviser or Distributor of the Fund, as
appropriate, shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such Payments were made.
E-8
8. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Fund without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of
the Act (such as the printing of prospectuses for existing Fund shareholders),
this Plan shall not be construed to prevent or restrict the Fund from paying
such amounts outside of this Plan and without limitation hereby and without such
payments being included in the calculation of Payments subject to the limitation
set forth in Section 1.
9. This Plan shall not take effect until it has been approved by a vote
of at least a majority of the outstanding voting securities of the Class C
shares of the Fund. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the
outstanding voting securities of the Fund. This Plan may continue in effect for
longer than one year after its approval by the shareholders of the Fund only as
long as such continuance is specifically approved at least annually by Board
Approval and by Disinterested Trustee Approval.
10. While the Plan is in effect with respect to the Fund, the selection
and nomination of the trustees who are not "interested persons" of the Fund will
be committed to the discretion of such disinterested trustees.
11. This Plan may be terminated with respect to the Fund at any time by
a vote of the trustees who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or any
agreement hereunder, cast in person at a meeting called for the purposes of
voting on such termination, or by a vote of at least a majority of the
outstanding voting securities of the Class C shares of the Fund.
12. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the outstanding voting securities" of the Class C shares
of the Fund shall mean the vote, at the annual or a special meeting of the
holders of Class C shares of the Fund duly called, of the lesser of (a) 67% or
more of the voting securities of the Class C shares of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities of
the Class C shares of the Fund are present or represented by proxy, or (b) more
than 50% of the outstanding voting securities of the Class C shares of the Fund.
________________, 2003
E-9
Exhibit E-4
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE ____________ FUND
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
COMMON CLASS
This Shareholder Servicing and Distribution Plan ("Plan") is adopted
pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), by Credit Suisse Opportunity Funds (the "Trust"), on
behalf of its High Income Fund and International Fund series (each a "Fund" and,
together, the "Funds"), with respect to the units of beneficial interest of each
Fund designated Common Class (the "Common Class") subject to the following terms
and conditions:
SECTION 1. AMOUNT OF PAYMENTS
Each Fund will pay Credit Suisse Asset Management Securities, Inc.
("CSAMSI"), a corporation organized under the laws of the State of New York, for
shareholder servicing and distribution services provided to the Common Class,
fees of up to .25% of the value of the average daily net assets of the Common
Class. Fees to be paid with respect to each Fund under this Plan will be
calculated daily and paid quarterly in arrears by each Fund.
SECTION 2. SERVICES PAYABLE UNDER THE PLAN
(a) The fees described above payable with respect to each Fund's Common
Class are intended to compensate CSAMSI, or enable CSAMSI to compensate other
persons ("Service Providers") for providing (i) ongoing servicing and/or
maintenance of the accounts of holders of the Common Class ("Shareholder
Services"); (ii) services that are primarily intended to result in, or that are
primarily attributable to, the sale of the Common Class ("Selling Services";
together with Shareholder Services, "Services"). Shareholder Services may
include, among other things, responding to Fund shareholder inquiries and
providing services to shareholders not otherwise provided by each Fund's
distributor or transfer agent. Selling Services may include, but are not limited
to: the printing and distribution to prospective investors in the Common Class
of prospectuses and statements of additional information describing each Fund;
the preparation, including printing, and distribution of sales literature,
advertisements and other informational materials relating to the Common Class;
providing telephone services relating to each Fund, including responding to
inquiries of prospective Fund investors; formulating and implementing marketing
and promotional activities, including, but not limited to, direct mail
promotions and television, radio, newspaper, magazine and other mass media
advertising and obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that each Fund may, from time to
time, deem advisable. In providing compensation for Services in accordance with
this Plan, CSAMSI is expressly authorized (i) to make, or cause to be made,
payments to Service
E-10
Providers reflecting an allocation of overhead and other office expenses related
to providing Services and (ii) to make, or cause to be made, payments to
compensate selected dealers or other authorized persons for providing any
Services.
(b) Payments under this Plan are not tied exclusively to the expenses
for Services actually incurred by CSAMSI or any Service Provider, and such
payments may exceed expenses actually incurred. Furthermore, any portion of any
fee paid to CSAMSI or to any of its affiliates by a Fund, or any of their past
profits or other revenue, may be used in their sole discretion to provide
services to shareholders of the Fund or to foster distribution of the Common
Class.
SECTION 3. ADDITIONAL PAYMENTS
CSAMSI and Credit Suisse Asset Management, LLC, each Fund's investment
adviser (the "Investment Adviser"), or an affiliate of either, may from any such
entity's own resources, which may include a fee it received from a Fund, pay a
fee (the "Service Fee") to certain broker-dealers, financial institutions,
recordkeeping organizations and other financial intermediaries ("Service
Organizations") for providing administration, subaccounting, transfer agency
and/or other services with respect to holders of the Common Class. A portion of
the Service Fee may be borne by a Fund. The Service Fee payable to any one
Service Organization is determined based upon a number of factors, including the
nature and quality of service provided, the operations processing requirements
of the relationship and the standardized fee schedule of the Service
Organization.
SECTION 4. SELECTION OF CERTAIN DIRECTORS
While this Plan is in effect with respect to each Fund, the selection
and nomination of members of Trust's Board of Trustees (the "Board") who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements related to it (the
"Independent Board members") will be committed to the discretion of the
Independent Board members then in office.
SECTION 5. APPROVAL AND AMENDMENT OF PLAN
Neither this Plan nor any related agreements will take effect with
respect to a Fund until approved by a majority of (a) the outstanding voting
securities of the Common Class of the Fund, (b) the full Board of the Trust and
(c) the Independent Board members, cast in person at a meeting called for the
purpose of voting on this Plan and the related agreements.
This Plan may not be amended to increase materially the amount of the
fees described in Section 1 above with respect to the Common Class without
approval of at least a majority of the outstanding voting securities of the
Common Class. In addition, all material amendments to this Plan must be approved
in the manner described in Section 5(b) and 5(c) above.
SECTION 6. CONTINUANCE OF PLAN; REPORTING OBLIGATIONS
This Plan will continue in effect with respect to the Common Class from
E-11
year to year so long as its continuance is specifically approved annually by
vote of the Trust's Board in the manner described in Section 5(b) and 5(c)
above. The Trust's Board will evaluate the appropriateness of this Plan and its
payment terms on a continuing basis and in doing so will consider all relevant
factors, including the types and extent of Services provided by CSAMSI and/or
Service Providers and amounts CSAMSI and/or Service Providers receive under this
Plan.
Any person authorized to direct the disposition of monies paid or
payable by a Fund pursuant to this Plan or any related agreement will prepare
and furnish to the Fund's Board, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which set out the
amounts expended under this Plan and the purposes for which those expenditures
were made.
SECTION 7. TERMINATION
This Plan may be terminated at any time with respect to the Common
Class of each Fund by vote of a majority of the Independent Board members or by
a vote of a majority of the outstanding voting securities of the Common Class of
the Fund.
SECTION 8. PRESERVATION OF MATERIALS
Each Fund will preserve copies of this Plan, any agreement relating to
this Plan and any report made pursuant to Section 5 above, for a period of not
less than six years (the first two years in an easily accessible place) from the
date of this Plan, the agreement or the report.
SECTION 9. MEANING OF CERTAIN TERMS
As used in this Plan, the terms "interested person" and "majority of the
outstanding voting securities " will be deemed to have the same meanings that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to each Fund under the 1940
Act by the Securities and Exchange Commission.
Dated: ______________, 2003
E-12
Exhibit E-5
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE U.S. GOVERNMENT MONEY FUND
CREDIT SUISSE MUNICIPAL MONEY FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
CLASS A SHARES
Each of Credit Suisse U.S. Government Money Fund and Credit Suisse
Municipal Money Fund (each a "Fund"), each a series of Credit Suisse Opportunity
Funds (the "Trust"), is an open-end management investment company registered as
such under the Investment Company Act of 1940 (the "Act"). The Trust employs
Credit Suisse Asset Management Securities, Inc. and/or others as the principal
underwriter and distributor (the "Distributor") of the Class A shares of each
Fund pursuant to a written distribution agreement and desires to adopt a plan of
distribution pursuant to Rule 12b-1 under the Act to assist in the distribution
of Class A shares of the Fund.
The Board of Trustees (the "Board") of the Trust having determined that
a plan of distribution containing the terms set forth herein is reasonably
likely to benefit each Fund and its shareholders, the Trust hereby adopts the
compensation-type plan of distribution for the Fund's Class A shares (the
"Plan") pursuant to Rule 12b-1 under the Act on the following terms and
conditions:
1. Each Fund is hereby authorized to pay to the Distributor as
compensation for its services, distribution payments and/or service fees (the
"Payments") in connection with the distribution of Class A shares of the Fund
equal to 0.40 of 1% of the average daily net assets of the Class A shares of
such Fund. Such Payments shall be accrued daily and paid monthly in arrears.
2. Payments under this Plan are not limited to the expenses actually
incurred in providing services hereunder, and such payments may exceed expenses
actually incurred. Furthermore, any portion of any fee paid to the Distributor
or to any of its affiliates by a Fund, or any of their past profits or other
revenue, may be used in their sole discretion to provide services to
shareholders of the Fund or to foster distribution of Class A shares. The
Distributor or each Fund's investment adviser or their affiliates may, from such
entity's own resources, pay a fee to an organization whose clients or customers
own or may own Class A shares.
3. Payments may be made by each Fund under this Plan for the purpose of
financing or assisting in the financing of any activity which is primarily
intended to result in the sale of Class A shares of the Fund. The scope of the
foregoing shall be interpreted by the Board from time to time, including the
selection of those activities for which payment can be made, whose decision
shall be conclusive. Without in any way limiting the discretion of the Board,
the following activities are hereby declared to be primarily intended to result
in the sale of Class A shares of a Fund: advertising the Fund either alone or
together with other funds; compensating underwriters, dealers, brokers, banks
and other selling
E-13
entities and sales and marketing personnel of any of them for sales of Class A
shares of the Fund, whether in a lump sum or on a continuous, periodic,
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Distributor, the Fund's investment adviser and their personnel) of any of
them for providing services to shareholders of the Fund relating to their
investment in the Fund, including assistance in connection with inquiries
relating to shareholder accounts; the production and dissemination of
prospectuses and statements of additional information of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; third party consultancy or similar expenses relating to any
activity for which Payment is authorized by the Board; and the financing of any
activity for which Payment is authorized by the Board.
4. Amounts paid to the Distributor by each Fund under the Plan will not
be used to pay the distribution expenses incurred with respect to any other
class of shares of a Fund, except that distribution expenses attributable to the
Fund as a whole will be allocated to the Class A shares according to the ratio
of the sales of Class A shares to the total sales of the Fund's shares over the
Fund's fiscal year or such other allocation method approved by the Board.
5. The Trust is hereby authorized and directed to enter into
appropriate written agreements with the Distributor on behalf of each Fund and
each other person to whom the Trust intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related agreement" for purposes of Rule
12b-1 under the Act.
6. Each agreement required to be in writing by Section 5 must contain
the provisions required by Rule 12b-1 under the Act and must be approved by a
majority of the Board ("Board Approval") and by a majority of the trustees
("Disinterested Trustee Approvalwho are not "interested persons" of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or any such agreement, by vote cast in person at a meeting called for the
purposes of voting on such agreement.
7. The officers, investment adviser or Distributor of each Fund, as
appropriate, shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such Payments were made.
E-14
8. To the extent any activity is covered by Section 2 and is also an
activity which a Fund may pay for on behalf of the Fund without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of
the Act (such as the printing of prospectuses for existing Fund shareholders),
this Plan shall not be construed to prevent or restrict the Fund from paying
such amounts outside of this Plan and without limitation hereby and without such
payments being included in the calculation of Payments subject to the limitation
set forth in Section 1.
9. This Plan shall not take effect until it has been approved by a vote
of at least a majority of the outstanding voting securities of the Class A
shares of a Fund. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the
outstanding voting securities of the relevant Fund. This Plan may continue in
effect for longer than one year after its approval by the shareholders of a Fund
only as long as such continuance is specifically approved at least annually by
Board Approval and by Disinterested Trustee Approval.
10. While the Plan is in effect with respect to each Fund, the
selection and nomination of the trustees who are not "interested persons" of the
Fund will be committed to the discretion of such disinterested trustees.
11. This Plan may be terminated with respect to a Fund at any time by a
vote of the trustees who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or any
agreement hereunder, cast in person at a meeting called for the purposes of
voting on such termination, or by a vote of at least a majority of the
outstanding voting securities of the Class A shares of the Fund.
12. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the outstanding voting securities" of the Class A shares
of each Fund shall mean the vote, at the annual or a special meeting of the
holders of Class A shares of a Fund duly called, of the lesser of (a) 67% or
more of the voting securities of the Class A shares of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities of
the Class A shares of the Fund are present or represented by proxy, or (b) more
than 50% of the outstanding voting securities of the Class A shares of the Fund.
______________, 2003
E-15
THIS PAGE INTENTIONALLY LEFT BLANK
Annex I
5% SHAREHOLDERS LIST
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Capital Appreciation Fund
Charles Schwab & Co Inc. 5,736,115.313 13.68% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
Fidelity Investment Institutional 5,375,437.123 12.82% (Common)
Operation CNT as Agent for Certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
International Truck & Engine 3,838,644.578 9.16% (Common)
Corp OC Plan Master Trust #132748
UMB Bank N/A C/O JPMorgan American
Century RPS TTEE UAD 12/01/999*
PO Box 419784
Kansas City, MO 64141-6784
Connecticut General Life Ins Co 736,226.991 61.17% (Advisor)
on behalf of its Separate Accounts*
Attn Carmen G. Rivera
280 Trumbell Street #H19B
Hartford, CT 06103-3509
Provident Bank 75,586.731 6.28% (Advisor)
Process Equip Co 401K Profit*
Attn: Dennis Hamilton
309 Vine Street 653 D
Cincinnati, OH 45202-3524
Donaldson Lufkin & Jenrette 29,251.387 73.40% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
I-1
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
State Street Bank & Trust Co. 6,378.865 16% (A)
Cust for the IRA of
William B. Sholinsky*
3020 Avenue Y
Brooklyn, NY 11235-1425
Donaldson Lufkin & Jenrette 3,220.464 40.06% (B)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investments SVCS 2,035.047 11.96% (B)
FBO 208004211*
PO Box 9446
Minneapolis, MN 55440-9446
Dean Witter for the benefit of 1,140.43 6.7% (B)
Charles E Dent TTEE*
PO BOX 250
Church Street Station
New York, NY 10008-0250
Donaldson Lufkin & Jenrette 3,389.384 45.33% (C)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investment SVCS 2,276.541 30.45% (C)
FBO 210830841*
PO Box 9446
Minneapolis, MD 55440-9446
Morgan Stanley DW Inc Cust for 3,677.995 21.62% (C)
Charles Dent*
PO Box 250 Church Street Station
New York, NY 10008-0250
Merrill Lynch Pierce Fenner & Smith* 630.415 8.43% (C)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
American Enterprise Investment SVCS 500.727 6.7% (C)
FBO 208117821*
PO Box 9446
Minneapolis, MD 55440-9446
I-2
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Capital Funds -
Credit Suisse Tax Efficient Fund
Brian R. Treglown 3,657.384 5.38% (Common)
6236 N Wayne Avenue
Chicago, IL 60660-1913
Donaldson Lufkin & Jenrette 29,139 11.34% (C)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2502
Credit Suisse Capital Funds -
Credit Suisse Large Cap Value Fund
Retirement Plan Non-Legal Employees 127,716.136 69.01% (Common)
of Simpson Thacher & Bartlett
Maryann Braverman Accounting Dept
425 Lexington Ave
New York, NY 10017-3903
Guarantee & Trust Company TTEE 9,679.205 5.23% (Common)
Cathleen Nolan Spousal IRA
PO Box 8963
Wilmington, DE 19899-8963
Donaldson Lufkin & Jenrette 27,853.569 20.10%(C)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Credit Suisse Capital Funds -
Credit Suisse Small Cap Value Fund
Fidelity Investment Institutional 910,247.763 35.42% (Common)
Operations CNT as agent for certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
Charles Schwab & Co Inc. 640,417.397 24.92% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
I-3
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Nat'l Financial Svcs Corp 196,748.689 7.66% (Common)
FBO Customers
A/C # SV8849-8436*
PO Box 3908
Church St Station
New York, NY 10008-3908
Merrill Lynch Pierce Fenner & Smith Inc.* 17,139.296 6.29% (C)
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
Credit Suisse Cash Reserve Fund
Neuberger & Berman #114000* 39,021,052.39 28.79% (Common)
Attn Operations Control Dept
Ron Staib
55 Water ST FL 27
New York, NY 10041-0004
Fiduciary Trust Co International 32,275,550 23.81% (Common)
Cust A/C Attn Felyce Porr
Securities Services Group*
Church Street Station
PO Box 3199
New York, NY 10008-3199
ADVO Inc. #299000* 8,600,000 6.35% (Common)
Attn Chris Hutter VP/Treasurer
1 Univac Lane
Windsor, CT 06095-2629
Glenn R. Shurtz and Sherrie W. Shurtz 538,580.33 32.26% (A)
Comm Prop
3601 Lake Aspen Dr N
Gretna, LA 70056-8349
Donaldson Lufkin & Jenrette 104,656.7 6.27% (A)
Securities Corporation Inc.*
PO. Box 2052
Jersey City, NJ 07303-2052
I-4
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Emerging Growth Fund
Nationwide Life Insurance Company 3,841,718.465 21.95% (Common)
Nationwide QPVA
C/O IPO Portfolio Accounting*
PO Box 182029
Columbus, OH 43218-2029
Charles Schwab & Co. Inc. 3,041,027.917 17.38% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Fidelity Investments Institutional 2,554,410.613 14.6% (Common)
Operations CNT as agent for certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
Nat'l Financial SVCS CORP 1,175,973.784 6.72% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
Connecticut General Life Ins Co 1,857,368.204 93.25% (Advisor)
on behalf of its Separate Accounts*
Attn Carmen G. Rivera
280 Trumbell Street #H19B
Hartford, CT 06103-3509
Credit Suisse Asset Management LLC*
466 Lexington Ave 10th FL
New York, NY 10017-3142 38.58 87.52% (A)
Credit Suisse Emerging Markets Fund
Charles Schwab & Co Inc. 1,066,807.899 23.94% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
I-5
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Salomon Smith Barney Inc. 702,577.584 15.77% (Common)
Book Entry Account*
Attn Matt Maesstri
333 West 34th Street
7th Floor Mutual Funds Dept
New York, NY 10001-2483
Nat'l Financial SVCS Corp 505,810.214 11.35% (Common)
FBO Customers*
PO Box 3908
Church St Station
New York, NY 10008-3908
Smith Barney Corporate Trust 324,162.072 7.27% (Common)
Company TTEE FBO Smith Barney 401K
Advisor Group Trust DTD 01/01/98*
2 Tower Center
PO Box 1063 Plan Valuation Services
East Brunswick, NJ 08816-1063
Donaldson Lufkin & Jenrette 30,705.981 17.59% (Advisor)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Donaldson Lufkin & Jenerette 1,569.065 90.84% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Credit Suisse Asset Management LLC* 140.056 8.11% (A)
466 Lexington Avenue - 10th Fl
New York, NY 10017-3142
Credit Suisse Fixed Income Fund
Charles Schwab & Co. Inc. 7,014,929.414 37.46% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
I-6
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Nat'l Financial SVCS Corp 1,579,970.831 8.44% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
BOST & CO A/C MIDF8585662 1,383,151.906 7.39% (Common)
Mutual Funds Operations*
PO Box 3198
Pittsburgh, PA 15230-3198
Salomon Smith Barney Inc. 964,947.439 5.15% (Common)
Book Entry Account*
Attn Matt Maestri
333 West 34th Street
7th Floor Mutual Funds Dept
New York, NY 10001-2483
Donaldson Lufkin & Jenrette 132,445.537 5.1% (Advisor)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Donaldson Lufkin & Jenrette 31,429.391 13.51% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
State Street Bank & Trust Co 23,113.462 9.93% (A)
Cust for the R/O IRA
of Judith Berbenich
55 Tabb Pl
Staten Island, NY 10302-2033
State Street Bank & Trust Co 18,523.634 7.96% (A)
Cust for the R/O IRA
of Margaret T. Capehart
381 E. 7th ST
Brooklyn, NY 11218-4105
Olivia W. Russell 14,065.753 6.04%(A)
702 Chickasaw DR. S
Flowood, MS 39232-8675
American Enterprise Investment SVCS 12,950.157 5.56% (A)
FBO 195521161*
PO Box 9446
Minneapolis, MN 55440-9446
I-7
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Larkin Industries Inc. PSP & Trust 12,011.087 5.16% (A)
2020 Energy Park Dr
Saint Paul, MN 55108-1506
Donaldson Lufkin & Jenrette 31,435.404 37.24% (C)
Securities Corporation Inc*.
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner & Smith Inc.* 15,994.222 14.25% (C)
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Credit Suisse Global Financial Services Fund
SEMA Co 119,808.343 95.36% (Common)
12 E 49th St
New York, NY 10017-1028
State Street Bank & Trust 472.745 53.29% (A)
Cust for the IRA of Joanne Schenck
PO Box 334
Garrison, NY 10524-0334
First Clearing Corporation 222.422 25.07% (A)
A/C 5402-4217
Louise Z Mackey Roth IRA
FCC As Custodian 8 Jean Avenue
Loudonville, NY 12211-1542
Credit Suisse Asset Management LLC* 118.343 13.34% (A)
466 Lexington Ave 10th Fl
New York, NY 10017-3142
State Street Bank & Trust Co 56.678 6.39% (A)
Cust for the SEP IRA of
Louis Armstrong-Dangles
74 Madrone Ave
San Anselmo, CA 94960-2026
I-8
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Global Fixed Income Fund
Charles Schwab & Co. Inc. 2,624,641.037 22.02% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Salomon Smith Barney Inc. 2,262,138.051 18.98% (Common)
Book Entry Account*
Attn Matt Maestri
333 West 34th Street
7th Floor Mutual Funds Dept
New York, NY 10001-2483
Fidelity Investments Institutional 1,278,916.853 10.73% (Common)
Operations CNT as agent for certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
Nat'l Financial SVCS Corp 1,222,613.28 10.26% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
Smith Barney Corporate Trust 1,157,355.863 9.71% (Common)
Company TTEE FBO Smith Barney 401K
Advisory Group Trust DTD 01/01/98*
2 Tower Center
PO Box 1063 Plan Valuation Services
East Brunswick, NJ 08816-1063
Ameritrade Inc. FBO 7729422041* 1,754.092 31.33% (Advisor)
PO Box 2226
Omaha, ND 68103-2226
Ameritrade Inc. FBO 1621947651* 1,554.128 27.76% (Advisor)
PO Box 2226
Omaha, ND 68103-2226
I-9
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 1,284.32 22.94% (Advisor)
Securities Corporation Inc.*
P.O. Box 2052
Jersey City, NJ 07303-2052
IBJ Funds Distributor Inc* 856.313 15.3% (Advisor)
Attn Georgette Horton
90 Park Ave FL 10
New York, NY 10016-1301
American Enterprise Investment SVCS 2,138.391 23.44% (A)
FBO 203683791*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 1,743.641 19.11% (A)
FBO 209013691*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 1,088.423 11.93% (A)
FBO 212238701*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 1,018.193 11.16% (A)
FBO 204103791*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 795.2 8.72% (A)
FBO 208829241*
PO Box 9446
Minneapolis, MN 55440-9446
Credit Suisse Global Post-Venture Capital Fund
Charles Schwab & Co. Inc. 2,223,365.097 49.55%(Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
I-10
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
National Financial SVCS Corp 535,999.222 11.95% (Common)
FBO Customers*
PO Box 3908
Church St Station
New York, NY 10008-3908
Sterling Trust Company TTEE 42,222.3 34.97% (Advisor)
FBO Rohde Brothers Inc.
1380 Lawrence ST STE 1400
Denver, Co 80204-2060
Nat'l Financial SVCS Corp 9,604.722 7.95% (Advisor)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
First Union National Bank Cust 7,748.505 6.42% (Advisor)
FBO Various Retirement Plans*
NC-1151
1525 West WT Harris Blvd
Charlotte, NC 28262-8522
Sterling Trust Company TTEE 7,237.525 5.99% (Advisor)
FBO Trucker & Travelers 401(k)
1380 Lawrence ST STE 1400
Denver, Co 80204-2060
Donaldson Lufkin & Jenrette 2,115.064 78.66% (A)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
Salomon Smith Barney Inc. 312 11.6% (A)
00166257166*
333 West 34th ST - 3rd Floor
New York, NY 10001-2483
American Enterprise Investments SVCS 195.008 7.25% (A)
FBO 136304881*
PO BOX 9446
Minneapolis, MN 55440-9446
I-11
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 4,916.357 66.32% (B)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investments SVCS 532.821 7.19% (B)
FBO 197291851*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investments SVCS 465.735 6.28% (B)
FBO 197735631*
PO Box 9446
Minneapolis, MN 55440-9446
Morgan Stanley DW Inc Cust for AC Green 439 5.92% (B)
PO Box 250 Church Street Station
New York, NY 10008-0250
Donaldson Lufkin & Jenrette 4,971.604 89.87%(C)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
Raymond James & Assoc Inc. 495.045 8.95% (C)
FBO ROUSSO SIRA
BIN# 77560359
880 Carillon PKWY
St Petersburg, FL 33716-1100
Credit Suisse Institutional Fixed Income Fund
Fidelity Investments Institutional 5,945,213.195 36.05%
Operations CO Inc. (FIIOC) As Agent
for Credit Suisse First Boston
Employees Savings PSP*
100 Magellan Way #KWIC
Covington, KY 41015-1999
Northern Trust Company 5,811,062.301 35.23%
FBO Norvartis Investment Plan & Trust
A/C #03-12360
PO Box 92994
Chicago, IL 60675-2956
I-12
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
DCA Food Industries Inc 1,089,740.507 6.61%
100 East Grand Ave
Beloit, WI 53511-6255
Credit Suisse Institutional Fund -
Capital Appreciation Portfolio
Trustlynx & Co. 714,506.424 59.29%
House Account
PO Box 173736
Denver, CO 80217-3736
E.M. Warburg Pincus & Co. Inc. 424,631.665 35.24%
RET Plan
Attn: Tim Curt
466 Lexington Avenue
New York, NY 10017-3140
Fidelity Investments Institutional 65,979.225 5.47%
Operation CNT as agent for certain
employee benefits plans*
100 Magellan Way
Covington, KY 41015-1999
Credit Suisse Institutional Fund -
Harbinger Portfolio
Credit Suisse Institutional Fund, -
International Focus Portfolio
The Board of Trustees General 1,624,713.569 27.38%
Employees Retirement System
TTEES City of FT Lauderdale
Gen Ret PL UAD 1-1-73
Wall St
New York, NY 10286-0001
The Northern Trust Co TTEE 1,178,573.451 19.86%
FBO GATX Master Trust Ret Trust
DTD 12/19/79
500 W Monroe St
Chicago, IL 60661-3671
I-13
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Alaska Plumbing & Pipefitting 882,201.891 14.87%
Industry Pension Trust Fund
c/o Assoc Administrators Inc.
2929 NW 31St Ave
Portland, OR 97210-1721
Sun Trust Bank Atlanta Cust 692,186.809 11.66%
FBO University of Central FL FDN
A/C 11-04-123-1126515
PO Box 105870
Atlanta, GA 30348-5870
MAC & Co A/C DEXF1747452 547,752.06 9.23%
Mutual Funds OPS-TC*
PO Box 3198
Pittsburgh, PA 15230-3198
Patterson & Co FBO 303,804.032 5.12%
Natl Dist-WARBU
Acct 1040007892
1525 West WT Harris BLVD NC 1151
Charlotte, NC 28288-0001
Credit Suisse Institutional Fund -
Investment Grade Fixed Income Portfolio
WM Burke Rehabilitation Hosp Inc 969,687.291 58.9%
Burke Employees Pension Plan
785 Mamaroneck Ave
White Plains, NY 10605-2523
WM Burke Rehabilitation Hosp Inc 412,949.567 25.08%
The W M Burke Rahabil Hosp Inc
785 Mamaroneck Ave
White Plains, NY 10605-2523
EM Warburg Pincus & Co. Inc. 263,803.033 16.02%
Ret Plan
Attn: Tim Curt
466 Lexington Avenue
New York, NY 10017-3140
I-14
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Institutional Fund -
Large Cap Value Portfolio
Fidelity Investment Institutional 38,182,508 91.91%
Operation CNT as Agent for Certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
Trustlynx & Co. 2,947,555.733 7.09%
House Account
PO Box 173736
Denver, Co 80217-3736
Credit Suisse Institutional Fund -
Select Equity Portfolio
Trustlynx & Co 371,844.599 24.92%
House Account
PO Box 173736
Denver, CO 80217-3736
The Regional Medical Center of 246,129.425 16.49%
Orangeburg & Colhound County
3000 St Matthew Rd
Orangeburg, SC 29188
State Street Bank & Trust TTEE 239,357.697 16.04%
Fenway Holdings LLC Master Trust
PO Box 470
Boston, MA 02102-0470
BOST & CO 198,914.89 13.33%
A/C NIAF2084002
Mutual Funds Operations
PO Box 3198
Pittsburgh, PA 15230-3198
Wendel & Co 198,879.925 13.33%
A/C 767945
The Bank of New York
Mutual Fund/Reorg Dept
PO Box 1066 Wall Street Station
New York, NY 10268-1066
I-15
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
DCA Food Industries Inc. 112,734.02 7.55%
100 East Grand Ave
Belloit, WI 53511-6255
Huntington Hospital Endowment 105,277.834 7.05%
Attn: Finance Dept/Kevin Lawlor
270 Park Ave
Huntington, NY 11743-2799
Credit Suisse Institutional Fund -
Small Cap Growth Portfolio
National City Bank of KY TTEE 2,209,016.824 30.38%
Baptist Healthcare System
UAD 05/06/97
Attn Trust Mutual Funds
P.O. Box 94984
Cleveland, OH 44101-4984
Northern Trust Co Cust 975,351.59 13.42%
FBO Gaylord & Dorothy Donnelley
Foundation A/C #26-38380
PO Box 92956
Chicago, IL 60675-2956
MAC & Co A/C LVNF5043782 803,105.016 11.05%
Mutual Funds OPS-TC
PO Box 3198
Pittsburgh, PA 15230-3198
MAC & Co A/C LVPF8632282 777,190.774 10.69%
Mutual Funds OPS-TC
PO Box 3198
Pittsburgh, PA 15230-3198
California Federal 486,172.509 6.69%
Employees Investment Plan
Putnam Investments
Att DC Plan Admin Team
1 Investors Way Mailstop N6G
Norwood, MA 02062-1599
I-16
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
The Community Foundation of 453,668.358 6.24%
Greater Lorain County
Financial Officer
1865 N Ridge Rd Ste A
Lorain, OH 44055-3359
Garrett-Evangelical 408,973.573 5.63%
Theological Seminary
c/o Adolf Hansen
2121 Sheridan Rd
Evanston, IL 60201-2926
Donations & Bequests for Church 374,372.947 5.15%
Purposed Inc.
1335 Asylum Ave
Hartford, CT 06105-2203
Credit Suisse Institutional High Yield Fund
Advantus Capital Mgmt Inc* 4,678,198.151 54.86%
400 Robert St N
Saint Paul, MN 55101-2015
Fidelity Investments Institutional 1,366,569.961 16.03%
Operations Co Inc. as Agent for
Certain Employee Benefits Plan*
100 Magellan Way # KWIC
Covington, KY 41015-1999
Donaldson Lufkin & Jenrette* 436,293.327 5.12%
1 Pershing PLZ
Jersey City, NJ 07399-0001
Credit Suisse Institutional International Fund
Northern Trust Company TTEE 6,958,904.59 54.62%
FBO TYCO International LTD
A/C# 22-07149
PO Box 92956
Chicago, IL 60675-2956
Northern Marianas Island 1,306,801.854 10.26%
Retirement Fund
First Floor Nauru Bldg
PO Box 1247
Saipan, MP 96950-1247
I-17
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
DCA Food Industries Inc. 939,730.146 7.38%
100 East Grand Ave
Belloit, WI 53511-6255
Butler University 787,481.66 6.18%
4600 Sunset Ave
Indianapolis, IN 46208-3487
Robert J. Kleberg, Jr and 650,787.812 5.11%
Helen C. Kleberg Foundation
700 North St Mary St 1200
San Antonio, TX 78205
Credit Suisse Institutional Money
Market Fund - Government Portfolio
Ameren Corporation 47,225,859.85 58.79% (A)
Attn Don Hollingsworth
PO Box 66149 MC 1037
Saint Louis, MO 63166-6149
DLJ Long Term Investment Corp 33,060,020.02 41.15% (A)
c/o Willard R. Froehlich
227 W. Monroe St Ste 4320
Chicago, IL 60606-5055
CSWP Money Fund Settlement 73,952,256.14 99.95% (B)
Attn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
CSWP Money Fund Settlement 21,484,000.66 99.84% (C)
Attn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
Credit Suisse Institutional
Money Market Fund -
Prime Portfolio
Boeing Capital Loan Corporation 50,021,588.44 23.49% (A)
Treasury Department
3780 Kilroy Airport Way STE 250
Long Beach, CA 90806-2457
I-18
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Boeing Capital Corporation 50,009,442.6 23.48% (A)
Treasury Department
3780 Kilroy Airport Way Ste 750
Long Beach, CA 90806-2460
Minnesota Life Insurance Company 40,637,969.94 19.08% (A)
Vicki Palmateer
Advantus Capital Management Inc.
400 Robert ST N
Saint Paul, MN 55101-2015
Aquila Inc 25,000,000 11.74% (A)
Attn Steve Peters
20 W 9th St
Kansas City, MO 64105-1704
Activcard Inc. 20,116,093.67 9.45% (A)
6623 Dumbarton Cir
Fremont, CA 94555-3603
Ameren Corporation 18,371,961.3 8.63% (A)
Attn Don Hollingsworth
PO Box 66149 MC 1037
Saint Louis, MO 63166-6149
CSWP Money Fund Settlement 529,523,153.8 99.99% (B)
Atn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
CSWP Money Fund Settlement 101,328,487.3 99.97% (C)
Atn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
Credit Suisse International Focus Fund
Charles Schwab & Co. Inc. 7,159,526.206 27.75% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94194-4122
I-19
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Nat't Financial Sevices Corp 3,250,466.166 12.6% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
Connecticut General Life Ins Co 5,010,702.918 99.25% (Advisor)
on behalf of its separate accounts
attn Carmen G. Rivera
280 Trumbull St #H19B
Hartford, CT 06103-3509
American Enterprise Investment SVCS 2,199.003 12.38% (A)
FBO 208407991*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 2,049.608 11.54% (A)
FBO 210283371*
PO Box 9446
Minneapolis, MN 55440-9446
Raymond James & Assoc Inc. 1,541.104 8.67% (A)
FBO Padron Eduardo
BIN# 79649487*
880 Carillon Pkwy
St. Petersburgh, FL 33716-1100
Raymond James & Assoc Inc 1,459.998 8.22% (A)
FBO YOCK TR
BIN #51917267*
880 Carillon PKWY
St Petersburg, FL 33716-1100
Merrill Lynch Pierce Fenner & Smith Inc.* 1,426.349 8.03% (A)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Donaldson Lufkin & Jenrette 2,548.574 14.34% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 17303-2052
I-20
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
American Enterprise Investment SVCS 1,161.594 6.54% (A)
FBO 215989091
PO Box 9446
Minneapolis, MN 55440-9446
Raymond James & Assoc Inc. 1,123.074 6.32% (A)
FBO Maloney Gregory
BIN#51922117
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
Raymond James & Assoc Inc. 962.635 5.42% (A)
FBO RAY IRA
BIN#75836218
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
Merrill Lynch Pierce Fenner & Smith Inc.* 9,116.963 24.62% (B)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Donaldson Lufkin & Jenrette 1,158.067 27.43% (B)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investment SVCS 3,075.441 8.3% (B)
FBO 216829351*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 2,390.713 6.46% (B)
FBO 217014381*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 1,883.406 5.09% (B)
FBO 215551561*
PO Box 9446
Minneapolis, MD 55440-9446
Donaldson Lufkin & Jenrette 8,719.848 56.75% (C)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
I-21
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
American Enterprise Investments SVCS 1,382.127 10.58% (C)
FBO 202501711
PO Box 9446
Minneapolis, MN 55440-9446
Salomon Smith Barney Inc. 694.226 5.31% (C)
00135609758&
333 West 34th ST - 3rd Floor
New York, NY 10001-2483
Credit Suisse Investment Grade Bond Fund
Charles Schwab & Co. Inc. 1,284,170.567 36.68% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Nat'l Financial SVCS Corp 267,884.244 7.65% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
Retirement Plan Non-Legal Employees 231,828.137 6.62% (Common)
of Simpson Thacher & Bartlett
Maryann Braverman Accounting Dept
425 Lexington Avenue
New York, NY 10017-3903
Beth Dater 221,275.765 6.32% (Common)
555 Park Avenue
Apt 9E
New York, NY 10021-8166
Larkin Industries Inc PSP & Trust 11,685.143 37.46% (A)
2020 Energy Park Dr
Saint Paul, MN 55108-1506
American Enterprise Investment SVCS 4,184.921 13.42% (A)
FBO 211060911
PO Box 9446
Minneapolis, MD 55440-9446
I-22
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 3,596.86 11.53% (A)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investment SVCS 3,425.352 10.98% (A)
FBO 211369571*
PO Box 9446
Minneapolis, MD 55440-9446
American Enterprise Investment SVCS 2,960.664 9.49% (A)
FBO 569633581*
PO Box 9446
Minneapolis, MD 55440-9446
American Enterprise Investment SVCS 243.821 7.8%(A)
FBO 212610451*
PO Box 9446
Minneapolis, MD 55440-9446
Donaldson Lufkin & Jenrette 17,733.117 12.64% (B)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner & Smith Inc.* 15,844.39 11.29% (B)
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Dain Rauscher Inc. FBO 13,897.812 9.9% (B)
BOOG-Scott FAM LTD Partnership
John Boog-Scott Gen'l Partner
4232 Danmire
Richardson, TX 75082-3758
American Enterprise Investment SVCS 11,781.845 8.4% (B)
FBO 132542221*
PO Box 9446
Minneapolis, MN 55440-9446
Donaldson Lufkin & Jenrette 17,811.635 19.82% (B)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
I-23
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
American Enterprise Investment SVCS 9,365.468 6.67% (B)
FBO 127304381*
PO Box 9446
Minneapolis, MN 55440-9446
American Enterprise Investment SVCS 7,891.935 5.62% (B)
FBO 216292251*
PO Box 9446
Minneapolis, MN 55440-9446
Donaldson Lufkin & Jenrette 38,873 38.47% (C)
Securities Corporation Inc*
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner & Smith Inc* 17,499.398 17.32% (C)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Credit Suisse Japan Growth Fund
Charles Schwab & Co Inc 6,525,463.128 35.44% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
National Financial Services LLC 3,198,525.226 17.37% (Common)
For the Exclusive Benefit of
Our Customer*
Attn Mutual Funds 5th Fl
200 Liberty St
New York, NY 10281-1003
Nat'l Financial SVCS Corp 19,785.797 19.42% (Advisor)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
I-24
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
RBC DAIN Rauscher Custodian 13,706.788 13.45% (Advisor)
Victor Elting III
Segregated Rollover IRA
1448 N Lake Shore Drive
Chicago, IL 60610-6655
National Investors Services FBO 10,017.737 9.83% (Advisor)
097-50000-19*
55 Water Street, 32nd Floor
New York, NY 10041-0028
FABCO 6,580.378 6.46% (Advisor)
FBO Mosti Luciano Co-T
Attn 56011105636940*
PO BOX 105870 CTR 3144
Atlanta, GA 30348-5870
Donaldson Lufkin & Jenrette 6,261.741 6.15% (Advisor)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Jefferies & Company Inc. 5,476.923 5.38% (Advisor)
970-00390-10*
Harborside Financial Center
705 Plaza 3
Jersey City, NJ 07311
Donaldson Lufkin & Jenrette 21,529.019 98.97% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Credit Suisse Municipal Bond Fund
Howard T. Hallowell III 166,914.768 18.73% (Common)
PO Box 18298
Rochester, NY 14618-0298
Charles Schwab & Co Inc 56,974.038 6.39% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
I-25
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Nat'l Financial Svcs Corp 50,236.033 5.64% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
Donaldson Lufkin & Jenrette 15,669.776 65.69% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner & Smith Inc* 3,272.836 13.72% (A)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
American Enterprise Investments SVCS 1,200.522 5.03% (A)
FBO 211369571*
PO Box 9446
Minneapolis, MN 55440-9446
Credit Suisse New York Municipal Fund
Charles Schwab & Co Inc. 2,344,079.114 30.35% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
Nat'l Financial SVCS CORP 1,433,100.499 18.55% (Common)
FBO Customers*
Church St Station
PO Box 3908
New York, NY 10008-3908
American Enterprise Investment SVCS 90,319.602 81.17% (A)
FBO 195706131*
PO Box 9446
Minneapolis, MN 55440-9446
Donaldson Lufkin Jenrette 6,520.263 5.86% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2502
I-26
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner 5,586.034 5.02% (A)
& Smith Inc.*
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jackson, FL 32246-6486
Credit Suisse New York Tax Exempt Fund
Fiduciary Trust Co International 71,534,200 57.45% (Common)
Cust A/C Attn Felyce Porr
Securities Services Group*
Church Street Station
PO Box 3199
New York, NY 10008-3199
Neuberger & Berman #114000* 46,049,627.92 36.99% (Common)
Attn Operations Control Dept
Steve Gallaro
55 Water St FL 27
New York, NY 10041-0004
First Clearing Corporation 20,111.1 95.26% (A)
A/C 1834-1512
Barbara R. Brown and Anthony R. Brown MD
1501 Fairway Green
Mamaroneck, NY 10543-4342
Credit Suisse Opportunity Funds -
Credit Suisse High Income Fund
Retirement Plan Non Legal Employees 65,862.084 35.83% (Common)
of Simpson Thacher & Bartlett*
Maryann Braverman Accounting Dept
425 Lexington Ave
New York, NY 10017-3903
Donaldson Lufkin & Jenrette 27,704.041 15.07% (Common)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2502
Madeleine, Thomas & Caroline 18,090.37 9.84% (Common)
Altmann TTEES
George Altmann Trust
1812 Drury LN
Alexandria, VA 22307-1914
I-27
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
State Street Bank & Trust 14,264.395 7.76% (Common)
Cust for the IRA Rollover of
Michael Jakes*
13084 Via Grimaldi
Del Mar, CA 92014-3728
Michael E. Jakes 11,038.662 6.01% (Common)
& Nikki Winston TTEES
FBO Jakes/Winston 2001 Trust
13084 Via Grimaldi
Del Mar, CA 92014-3728
Merrill Lynch Pierce Fenner 1,135,331.339 40.19% (A)
& Smith Inc.*
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Donaldson Lufkin & Jenrette 533,653.747 18.89% (A)
Securities Corporation Inc*.
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner 537,821.498 38.62% (B)
& Smith Inc.*
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Merrill Lynch Pierce Fenner 1,341,084.948 50.58% (C)
& Smith Inc*.
Building 1 Team A Fl 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Credit Suisse Opportunity Funds -
Credit Suisse Municipal Money Fund
CSWP Money Fund Settlement* 40,299,266.01 96.37% (Common)
Attn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
I-28
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Opportunity
Funds - Credit Suisse
U.S. Government Money Fund
CSWP Money Fund Settlement* 25,822,356.38 82.11% (Common)
Attn Procash Processing
c/o Pershing LLC
One Pershing Plaza - 6th Floor
Jersey City, NJ 07399-0001
Credit Suisse Select Equity Fund
Charles Schwab & Co Inc. 224,299.29 35.54% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
Ocean View Memorial Foundation 55,425.633 8.78% (Common)
PO Box 1366
Myrtle Beach, SC 29578-1366
Donaldson Lufkin & Jenrette 14,272.475 15.72% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investments SVCS 9,214.242 10.15% (A)
FBO 216194651*
PO Box 9446
Minneapolis, MN 55440-9446
Merrill Lynch Pierce Fenner & Smith Inc.* 7,089.447 7.81% (A)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
Donaldson Lufkin & Jenrette 42,704,317 55.88% (B)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner & Smith Inc.* 5,238.801 6.84% (B)
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
I-29
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 13,978.047 33.61% (C)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
Merrill Lynch Pierce Fenner 3,894.047 10.88% (C)
& Smith Inc.*
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, Fl 32246-6486
NFSC FEBO # AX 6-007264 2,628.421 7.34% (C)
Lisbeth R. Hartzell Cust
James E. Hartzell UTMA GA
1200 Poplar Grove Drive
Atlanta, GA 30306-2211
NFSC FEBO # AX 6-007218 2,544.311 7.11% (C)
Lisbeth R. Hartzell Cust
Steven R. Hartzell UTMA GA
1200 Poplar Grove Drive
Atlanta, GA 30306-2211
Credit Suisse Short Duration Bond Fund
Donaldson Lufkin & Jenrette 992,059.282 5.22% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2502
Credit Suisse Small Cap Growth Fund
Valic Separate Account A 1,074,134.423 34.53% (Common)
2919 Allen Pkwy #L7-01
Houston, TX 77019-2142
Charles Schwab & Co. Inc. 742,785.912 23.88% (Common)
Special Custody Account for the
Exclusive Benefit of Customers*
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
I-30
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Nat'l Financial SVCS Corp 379,878.347 12.21% (Common)
FBO Customers*
PO Box 3908
Church St Station
New York, NY 10008-3908
Prudential Securities Inc. FBO 165,227.735 5.31% (Common)
Prudential Retirement Service
Nominee for Trustee PL W68700
Prudential Securities Incorp*
PO Box 15040
New Brunswick, NJ 08906-5040
Donaldson Lufkin & Jenrette 19,093.677 67.89% (A)
Securities Corporation Inc.*
PO Box 2052
Jersey City, NJ 07303-2052
American Enterprise Investment SVCS 1,537.836 5.95%(A)
FBO 127259251*
PO Box 9446
Minneapolis, MN 55440-9446
Credit Suisse Strategic Small Cap Fund
SEMA Co 40,000 98.39% (A)
12 E 49th St
New York, NY 10017-1028
SEMA Co 30,000 100% (B)
12 E 49th St
New York, NY 10017-1028
SEMA Co 30,000 100% (C)
12 E 49th St
New York, NY 10017-1028
Credit Suisse Trust - Blue Chip Portfolio
Fidelity Investment Institutional 1,994,122.126 72.6%
Operations CNT as Agent for Certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-19991
I-31
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
AIG Life Insurance Co # 2 741,638.891 27%
2727 A-Allen Pkwy
PO Box 1591
Houston, TX 77251-1591
Credit Suisse Trust - Emerging
Growth Portfolio
IDS Life Insurance Company* 1,988,207.345 49.13%
(For Account 1EG)
IDS Tower 10 T11/340
Minneapolis, MN 55440
IDS Life Insurance Company* 1,757,006.556 43.42%
(For Account 2EG)
IDS Tower 10 T11/340
Minneapolis, MN 55440
Credit Suisse Trust -
Emerging Markets Portfolio
Kemper Investors Life Insurance
Company 2,529,449.985 38.71%
Variable Annuity Separate Account*
Attn Karen Porten
1600 McConnor PKWY
Schaumburg, IL 60196-6801
The Travelers Sep Account 1,479,337.66 22.64%
ABD2 for Variable Annuities
of the Travelers Insurance Co.*
1 Tower SQ
Hartford, CT 06183-0002
Allmerica Financial Life Ins 1,152,323.075 17.63%
& Annuity Company
Allmerica Fin
Separate Accounts Mailstop S-310*
440 Lincoln St
Worcester, MA 01653-0002
The Travelers Sep Account 903,925.09 13.83%
ABD for Variable Annuities
of the Travelers Insurance Co.
1 Tower SQ
Hartford, CT 06183-0002
I-32
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Trust -
Global Post-Venture
Capital Portfolio
Pruco Life Flexible Premium 2,850,702.152 29.57%
Variable Annuity Account*
213 Washington ST FL 7
Newark, NJ 07102-2917
Kemper Investors 1,772,189.662 18.38%
Life Insurance Company
Variable Annuity Separate Account*
Attn Karen Porten
1600 McConnor Parkway
Schaumburg, IL 60196-6801
Fidelity Investments 1,527,868.134 15.85%
Life Insurance Company*
82 Devonshire St #R25B
Boston, MA 02109-3614
Nationwide Life Insurance Company 956,521.472 9.92%
Nationwide Variable Account II
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Nationwide Life Insurance Company* 559,289.066 5.8%
NWVA-9
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Credit Suisse Trust -
Global Technology Portfolio
Trustlynx & Co. 300,322.57 57.24%
House Account*
PO Box 173736
Denver, Co 80217-3736
Fidelity Investment Institutional 224,351.196 42.76%
Operations CNT as Agent for Certain
Employee Benefit Plans*
100 Magellan Way
Covington, KY 41015-1999
I-33
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Trust - International Focus Portfolio
Nationwide Life Insurance Company 8,096,606.483 57.84%
Nationwide Variable Account II*
c/o IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Fidelity Investments 2,744,360.943 19.61%
Life Insurance Company*
Attn Angela Kardaris
82 Devonshire ST #R25B
Boston, MA 02109-3614
Nationwide Life Insurance Company* 1,298,041.175 9.27%
NWVA-9
c/o IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Nationwide Life Insurance 757,154.913 5.41%
Nationwide VLI-2*
c/o IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Credit Suisse Trust -
Large Cap Value Portfolio
Nationwide Life Insurance Company* 1,420,885.144 63.51%
NWVA - 9
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
AIG Life Insurance Co #2* 559,725.633 25.02%
2727 A - Allen PKWY
PO Box 1591
Houston, TX 77251-1591
Nationwide Life Insurance Company* 201,120.826 8.99%
NWVLI - 4
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
I-34
Percent of
outstanding
Name and Address Shares Held shares (class)
- ------------------------------------------------------------------------------
Credit Suisse Trust -
Small Cap Growth Portfolio
IDS Life Insurance Company* 29,653,307.1 54.95%
c/o American Express Financial ADV
Attn Flex Variable Annuity T11-125
IDS Tower 10
Minneapolis, MN 55440
Nationwide Life Insurance Company 12,239,859.53 22.68%
Nationwide Variable Account II*
c/o IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Fidelity Investments 4,112,383.877 7.62%
Life Insurance Company *
82 Devonshire St #R25B
Boston, MA 02109-3614
Credit Suisse Trust -
Small Cap Value Portfolio
AIG Life Insurance Co # 2* 952,636.778 100%
2727 A-Allen Pkwy
PO Box 1591
Houston, TX 77251-1591
* The Portfolio believes this entity, the holder of record of these shares, is
not the beneficial owner of such shares.
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CS-Joint-0203
** THIS PROXY CARD APPLIES TO ALL FUNDS IN THE PROXY STATEMENT. BEFORE VOTING,
READ THE PROXY STATEMENT CAREFULLY FOR AN EXPLANATION OF EACH PROPOSAL. YOUR
VOTES WILL COUNT ONLY FOR FUNDS ACTUALLY CONSIDERING SPECIFIC PROPOSALS.**
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect the following nominees as Directors/Trustees
FOR all WITHHOLD
Nominees authority to
listed (except vote for all
as noted in nominees
space provided) listed.
Nominees: (01) Richard H. Francis, (02) Jack W. Fritz, (03) Joseph D. Gallagher,
(04) Jeffrey E. Garten, (05) Peter F. Krogh, (06) James S. Pasman, Jr.,
(07) Steven N. Rappaport and (08) William W. Priest
INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
the number(s) on the line below.
Proposal 2a. To approve a New Investment Advisory Agreement.
FOR AGAINST ABSTAIN
Proposal 2b. To approve the retention of fees paid to CSAM due to the
inadvertent lapse in the advisory contract on April 17, 2000.
FOR AGAINST ABSTAIN
Proposal 3. To approve Distribution Plan.
FOR AGAINST ABSTAIN
Proposal 4. To modify and/or eliminate Investment Restrictions on:
FOR ALL AGAINST ABSTAIN
(Except ALL ALL
as Marked
at left)
4A. Borrowing Policy
4B. Lending
4C. Real Estate
4D. Commodities
4E. Short Sales
4F. Margin Transactions
4G. Oil, Gas & Mineral Programs
4H. Investing for Control
4I. Investment in Securities Owned by Management
4J. Unseasoned Issuers
4K. Pledging
4L. Investing in Other Investment Companies
4M. Joint Trading Accounts
2
4N. Warrants
4O. Concentration
4P. Investing in Equities
4Q. 10% per Issuer Limit
4R. Restricted Securities
If you wish to vote against or abstain from a particular sub-proposal applicable
to your Fund, please write the number and letter(s) of the sub-proposal on the
line below and indicate a "Vote Against" or Vote an "Abstention."
Proposal 5. To change the investment objective to non-fundamental.
FOR AGAINST ABSTAIN
Proposal 6. To amend Organizational Documents on:
6A. Involuntary Redemptions
FOR AGAINST ABSTAIN
6B. Reorganization of the Fund or its Series Without Shareholder Approval
FOR AGAINST ABSTAIN
CSAMB
PLEASE SIGN ON REVERSE SIDE
** THIS PROXY CARD APPLIES TO ALL FUNDS IN THE PROXY STATEMENT. BEFORE VOTING,
READ THE PROXY STATEMENT CAREFULLY FOR AN EXPLANATION OF EACH PROPOSAL. YOUR
VOTES WILL COUNT ONLY FOR FUNDS ACTUALLY CONSIDERING SPECIFIC PROPOSALS.**
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect the following nominees as Directors/Trustees
FOR all WITHHOLD
Nominees authority to
listed (except vote for all
as noted in nominees
space provided) listed.
Nominees: (01) Richard H. Francis, (02) Jack W. Fritz, (03) Joseph D. Gallagher,
(04) Jeffrey E. Garten, (05) Peter F. Krogh, (06) James S. Pasman, Jr.,
(07) Steven N. Rappaport and (08) William W. Priest
INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
the number(s) on the line below.
Proposal 2a. To approve a New Investment Advisory Agreement.
FOR AGAINST ABSTAIN
Proposal 2b. To approve the retention of fees paid to CSAM due to the
inadvertent lapse in the advisory contract on April 17, 2000.
FOR AGAINST ABSTAIN
HIGH INCOME CLASS B SHAREHOLDERS ARE REQUESTED TO VOTE ON BOTH CLASS A AND CLASS
B PLANS.
Proposal 3a. Approval of Class A Distribution Plan.
FOR AGAINST ABSTAIN
Proposal 3b. Approval of Class B Distribution Plan.
FOR AGAINST ABSTAIN
Proposal 4. To modify and/or eliminate Investment Restrictions on:
FOR ALL AGAINST ABSTAIN
(Except ALL ALL
as Marked
at left)
4A. Borrowing Policy
4B. Lending
4C. Real Estate
3
4D. Commodities
4E. Short Sales
4F. Margin Transactions
4G. Oil, Gas & Mineral Programs
4H. Investing for Control
4I. Investment in Securities Owned by Management
4J. Unseasoned Issuers
4K. Pledging
4L. Investing in Other Investment Companies
4M. Joint Trading Accounts
4N. Warrants
4O. Concentration
4P. Investing in Equities
4Q. 10% per Issuer Limit
4R. Restricted Securities
If you wish to vote against or abstain from a particular sub-proposal applicable
to your Fund, please write the number and letter(s) of the sub-proposal on the
line below and indicate a "Vote Against" or Vote an "Abstention."
Proposal 5. To change the investment objective to non-fundamental.
FOR AGAINST ABSTAIN
Proposal 6. To amend Organizational Documents on:
6A. Involuntary Redemptions
FOR AGAINST ABSTAIN
6B. Reorganization of the Fund or its Series Without Shareholder Approval
FOR AGAINST ABSTAIN
CSAMB/HIBB
PLEASE SIGN ON REVERSE SIDE
YOUR VOTE IS IMPORTANT
TO VOTE BY TELEPHONE
1) Read the Proxy Statement
and have the Proxy card on
reverse at hand.
2) Call 1-800-690-6903.
3) Enter the 14-digit number
at left and follow the
simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement
and have the Proxy card on
reverse at hand.
2) Go to Website
www.proxyweb.com
3) Enter the 14-digit number
at left and follow the
simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate box
on the reverse side.
3) Sign and date the Proxy
card.
4) Return the Proxy card in
the envelope provided.
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY
CREDIT SUISSE FUNDS
PROXY SOLICITED BY THE BOARD OF DIRECTORS/TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 11, 2003 AT 3:00 P.M.
FUND NAME PRINTS HERE
I hereby appoint Gregory Bressler and Rocco Del Guercio, and each of them, each
with the full power of substitution, as proxies for the undersigned to vote all
4
the shares of the Credit Suisse Fund(s) (the "Funds"), as to which I am entitled
to vote, as shown on the reverse side, at the Special Meeting of Shareholders to
be held on Friday, April 11, 2003 at 3 p.m., Eastern time, at the offices of the
Funds, 466 Lexington Avenue, New York, New York 10017, 16th Floor, and any
adjournments thereof (the "Meeting"), as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement dated February 28, 2003.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS.
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.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE IN FAVOR OF EACH OF THE PROPOSALS LISTED.
Dated:
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
(Please sign in box)
Signature(s)(Title(s), if applicable)
NOTE: Please sign exactly as your name appears on the books of the Funds. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
CSAMF
CREDIT SUISSE FUNDS - YOUR VOTING GUIDE
VOTING YOUR PROXY
o The enclosed proxy statement includes information on important matters
affecting your fund.
o PLEASE READ THE PROXY STATEMENT CAREFULLY, AND THEN VOTE YOUR PROXY VIA
PHONE, INTERNET, OR MAIL.
o We encourage you to vote by touch-tone telephone or via the Internet. Using
these easy options saves both time for you and helps to reduce your funds'
expenses. Voting promptly can save money for your fund by making future
mailings unnecessary.
o You are also welcome to mail the proxy card back using the enclosed prepaid
envelope.
VOTING BY PHONE OR INTERNET
o Please read the proxy information about your fund.
o Have your proxy card ready for voting. PLEASE LOCATE TEH CONTROL NUMBER ON
YOUR PROXY CARD BEFORE YOU BEGIN VOTING BY TELEPHONE OR INTERNET.
VOTINE BY TOUCHTONE TELEPHONE:
o Call the toll-free number shown on your proxy card.
o Enter the control number shown on your proxy card.
o Follow the instructions provided.
VOTING BY INTERNET
o Go to the website shown on your proxy card.
o Enter the control number shown on your proxy card.
o Follow the instructions on the screen.
OR VOTE BY MAIL. SIMPLY FILL OUT THE PROXY CARD AND RETURN IT TO US USING THE
ENCLOSED PREPAID ENVELOPE.
PLEASE VOTE YOUR PROXY TODAY
CREDIT ASSET
SUISSE MANAGEMENT
Credit Suisse Asset Management Securities, CSGUIDE-0203
Inc., Distributor.