As filed with the Securities and Exchange Commission on February 15, 2001
================================================================================
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 WARBURG PINCUS OPPORTUNITY FUNDS
(formerly DLJ Opportunity Funds)
(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:______________________
================================================================================
As filed with the Securities and Exchange Commission on February 15, 2001
================================================================================
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 WARBURG PINCUS CAPITAL FUNDS
(formerly DLJ Focus Funds)
(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:______________________
================================================================================
As filed with the Securities and Exchange Commission on February 15, 2001
================================================================================
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 WARBURG PINCUS SELECT FUNDS
(formerly DLJ Select Funds)
(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:______________________
================================================================================
As filed with the Securities and Exchange Commission on February 15, 2001
================================================================================
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-2
DLJ HIGH YIELD BOND FUND
(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:______________________
================================================================================
February 2001
IMPORTANT NEWS
FOR CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS (formerly DLJ Mutual Funds)
SHAREHOLDERS
While we encourage you to read the full text of the enclosed
Joint Proxy Statement, here's a brief overview of some matters affecting your
Fund which require a shareholder vote.
Q&A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. Credit Suisse Group ("Credit Suisse") has acquired Donaldson, Lufkin &
Jenrette, Inc. ("DLJ"), including its subsidiary, DLJ Asset Management
Group, Inc. ("DLJAM"), your Fund's prior investment adviser, and has
combined the investment advisory business of DLJAM with its existing U.S.
asset management business, which is managed by Credit Suisse Asset
Management, LLC ("CSAM"). CSAM is part of Credit Suisse Asset Management,
which is the institutional asset management and mutual fund arm of Credit
Suisse, with global assets under management of approximately $298 billion.
Credit Suisse is a global financial services company, providing a
comprehensive range of banking and insurance products.
In order for CSAM to continue as investment adviser of your Fund, it is
necessary for the Fund's shareholders to approve a new investment advisory
agreement. The following pages give you additional information on CSAM and
the proposed new investment advisory agreement and certain other matters.
You are also being asked to elect Trustees of the Credit Suisse Warburg
Pincus Capital Funds, the Credit Suisse Warburg Pincus Opportunity Funds
and the Credit Suisse Warburg Pincus Select Funds. THE BOARD OF TRUSTEES
OF YOUR FUND, INCLUDING THOSE TRUSTEES WHO ARE NOT AFFILIATED WITH THE
FUND OR CSAM, RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.
Q. WHICH CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS ARE COVERED BY THE JOINT
PROXY STATEMENT?
A. The DLJ High Yield Bond Fund and the following series of the Credit Suisse
Warburg Pincus Capital Funds (formerly the DLJ Focus Funds), the Credit
Suisse Warburg Pincus Opportunity Funds (formerly the DLJ Opportunity
Funds) and the Credit Suisse Warburg Pincus Select Funds (formerly the DLJ
Select Funds) are covered by the enclosed Joint Proxy Statement: the
Credit Suisse Warburg Pincus High Income Fund (formerly the DLJ High
Income Fund), the Credit Suisse Warburg Pincus Municipal Money Fund
(formerly the DLJ Municipal Money Fund), the Credit Suisse Warburg Pincus
U.S. Government Money Fund (formerly the DLJ U.S. Government Money Fund),
the Credit Suisse Warburg Pincus Blue Chip Fund (formerly the DLJ Core
Equity Fund), the Credit Suisse Warburg Pincus Small Company Value Fund
(formerly the DLJ Small Company Value Fund), the Credit Suisse Warburg
Pincus Value Fund (formerly the DLJ Growth and Income Fund), the Credit
Suisse Warburg Pincus International Equity II Fund (formerly the DLJ
International Equity Fund) and the Credit Suisse Warburg Pincus Technology
Fund (formerly the DLJ Technology Fund) (collectively, the "Series"). If
you own shares of other series of the Credit Suisse Warburg Pincus Mutual
Funds (formerly the DLJ Mutual Funds) that are not referred to in the
preceding sentence, you will receive a combined proxy statement and
prospectus relating to, among other things, the acquisition of that series
by another fund managed by CSAM. That proxy statement will also solicit
the vote of shares of the other series of the Credit Suisse Warburg Pincus
Mutual Funds with respect to the election of Trustees of the Funds since,
as shares of the Funds, those shares are also entitled to participate in
the election of Trustees of the Funds.
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT ADVISORY
AGREEMENT?
A. The Investment Company Act of 1940, which regulates investment companies
such as your Fund, requires a shareholder vote to approve a new investment
advisory agreement following certain types of business combinations.
Because the acquisition of DLJ on November 3, 2000 caused the then
existing investment advisory agreement between your Fund and DLJAM to
terminate both pursuant to its terms and the Investment Company Act of
1940, your Board approved an interim investment advisory agreement for the
Fund with DLJAM, subsequently assigned to CSAM, which took effect on
November 3, 2000 when the acquisition was completed. The interim
investment advisory agreements have the same fees as the prior agreements,
except that the fee applicable to the Credit Suisse Warburg Pincus
International Equity II Fund has been decreased from an annual rate of
1.25% to 1.00% of average daily net assets. The interim investment
advisory agreements will continue in effect until the earlier of 150 days
from November 3, 2000, which is April 2, 2001, or until you approve a new
investment advisory agreement between your Fund and CSAM. CSAM's
continuing as investment adviser of your Fund requires shareholder
approval of a new investment advisory agreement with your Fund.
Q. HOW WILL THE TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?
A. Your Fund and your Fund's investment objective will not change. You will
still own the same shares in the same Fund. The terms of the new
investment advisory agreement are the same in all material respects as the
current agreement. As more fully explained below, the Board of Trustees of
your Fund has approved the retention of new administrators to provide
administrative services previously provided by DLJAM and CSAM. If you have
more than one Fund in an account in your name at the same address, you
will receive separate proxy cards for each Fund but only one proxy
statement for the account. Please vote all issues on each proxy card that
you receive. If shareholders do not approve the new investment advisory
agreement, the interim investment advisory agreements will terminate and
the Board of Trustees of your Fund will take such action as it deems to be
in the best interests of your Fund and its shareholders.
Q. WHAT ARE THE BENEFITS OF THE COMBINED DLJ AND CREDIT SUISSE ASSET
MANAGEMENT BUSINESS?
A. Credit Suisse believes that the combined DLJ and Credit Suisse asset
management business resulting from the acquisition will enhance CSAM's
capabilities as a global asset manager. Credit Suisse further believes
that the acquisition will enable the combined business to deliver improved
services to you and your Fund and that CSAM will fulfill its obligations
under the new investment advisory agreement consistent with current
practices.
Q. WILL INVESTMENT ADVISORY FEES AND EXPENSES INCREASE AS A RESULT OF THE
TRANSACTION?
A. No.
However, there will be some changes. Administrative services previously
were provided by DLJAM and CSAM without charge to the Series (although
DLJAM and then CSAM, was entitled to reimbursement from the Series of the
Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse
Warburg Pincus Select Funds pursuant to the previous and interim
investment advisory agreements). On February 1, 2001, the Series retained
Credit Suisse Asset Management Securities, Inc. ("CSAMSI") and PFPC, Inc.
("PFPC") to provide these services for a total rate not to exceed .18% of
average daily net assets. However, as explained below, your Series will
not bear any additional cost through at least November 3, 2002 as a result
of the appointment of the co-administrators of the Series.
CSAM has agreed to impose limits on the average annualized expense ratio
of each of the Series in two ways. First, CSAM has agreed to assume
DLJAM's undertaking to limit each Series' average annual operating
expenses until October 31, 2001 and, in the case of the Credit Suisse
Warburg Pincus Technology Fund, until October 31, 2002. Second, CSAM has
agreed to limit average annual expenses from the date of the acquisition
of DLJ by Credit Suisse, November 3, 2000, until November 3, 2002 to the
annualized levels previously paid by each of such Series measured over the
60-day period ended on November 3, 2000. As a result, it is not
anticipated that there will be any increase in the average annualized
operating expense ratio of any of the Series through November 3, 2002 due
to the retention of CSAMSI and PFPC as co-administrators. Expenses for the
DLJ High Yield Bond Fund are not presently subject to an expense cap.
Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of Trustees of your Fund, including
those who are not affiliated with the Fund, DLJ or CSAM, recommend that
you vote in favor of all the proposals on the enclosed proxy card(s).
Q. WHOM DO I CALL FOR MORE INFORMATION?
A. If you need more information, please call D.F. King & Co., Inc., your
Fund's proxy solicitor, at 1-800-290-6424.
Q. HOW CAN I VOTE MY SHARES?
A. Please choose one of the following options to vote your shares:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card or, if no toll-free telephone number
appears on your proxy card, to D.F. King & Co., Inc., the Funds'
proxy solicitor, at 1-800-290-6424;
o By faxing the enclosed proxy card to D.F. King & Co., Inc. Attn:
Dominic F. Maurillo, at 212-269-2796;
o Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site (please note
that this method of voting will not be available to shareholders of
the DLJ High Yield Bond Fund); or
o In person at the special meeting.
Q. WILL THE FUND PAY FOR THIS PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED
WITH THESE PROPOSALS?
A. No, CSAM or its affiliates will bear these costs.
Q. WHAT HAPPENS IF I OWN SHARES IN MORE THAN ONE FUND?
A. If you have more than one Fund in an account in your name at the same
address, you will receive separate proxy cards for each Fund but only one
proxy statement for the account. Please vote all issues on each proxy card
that you receive.
CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS
CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS
CREDIT SUISSE WARBURG PINCUS SELECT FUNDS
(800) 225-8011
DLJ HIGH YIELD BOND FUND
(888) 649-5711
466 Lexington Avenue
New York, New York 10017
--------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on March 23, 2001
--------------------------------------------------
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with
respect to its following series: the Credit Suisse Warburg Pincus High Income
Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse
Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus
U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds
with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund; and (iv)
the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m.
(Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds." The following
proposals will be voted on at the Meeting:
1. To approve, by separate vote of the shareholders of each Series and
of the DLJ High Yield Bond Fund, a new investment advisory agreement
as it relates to such Series or Fund permitting Credit Suisse Asset
Management, LLC to continue as investment adviser (Proposal No. 1);
2. To elect Trustees of each of the Credit Suisse Warburg Pincus
Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds,
and the Credit Suisse Warburg Pincus Select Funds (Proposal No. 2);
and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only shareholders of record at the close of business on January 31, 2001
for the Series and February 9, 2001 for the DLJ High Yield Bond Fund are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
By Order of the
Boards of Trustees
/s/ Martin Jaffe
MARTIN JAFFE
Secretary
Dated: February 12, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY OR SUBMIT YOUR PROXY BY PHONE, FACSIMILE OR OVER THE
INTERNET. IF YOU OWN SHARES IN MORE THAN ONE FUND, THERE IS A SEPARATE PROXY
CARD FOR EACH FUND YOU OWN. IT IS ESSENTIAL THAT YOU VOTE EACH ENCLOSED PROXY.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN SUBMITTING YOUR PROXY PROMPTLY.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense involved in validating your vote if you fail to
sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signatures
------------ ----------------
Corporate Accounts
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS
CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS
CREDIT SUISSE WARBURG PINCUS SELECT FUNDS
(800) 225-8011
DLJ HIGH YIELD BOND FUND
(888) 649-5711
466 Lexington Avenue
New York, New York 10017
---------------------
JOINT PROXY STATEMENT
---------------------
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by or on behalf of the Boards of Trustees (each, a
"Board" and collectively, the "Boards") of (i) the Credit Suisse Warburg Pincus
Opportunity Funds with respect to its following series: the Credit Suisse
Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal
Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and
the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit
Suisse Warburg Pincus Capital Funds with respect its following series: the
Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus
Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii)
the Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse
Warburg Pincus Technology Fund; and (iv) the DLJ High Yield Bond Fund for use at
the Special Meeting of Shareholders (the "Meeting") of each of the Funds to be
held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity
Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m.
(Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond
Fund) at 466 Lexington Avenue, 16th Floor, New York, New York 10017. In this
proxy statement, each of the series listed above is referred to as a "Series"
and collectively as the "Series" and each of the Credit Suisse Warburg Pincus
Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit
Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred
to as a "Fund" and collectively as the "Funds." The purpose of the Meeting and
the proposals to be voted on are set forth in the accompanying Notice of Special
Meeting of Shareholders.
If the accompanying form of proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If, however, no instructions are specified, shares
will be voted 'FOR' Proposal Nos. 1 and 2. Should any other matter requiring a
vote of shareholders arise, the persons named in the enclosed proxy will vote
thereon according to their best judgment in the interest of the Funds. A proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Funds or by attendance at the Meeting. The Funds' most
recent annual and semi-annual reports to shareholders are available upon request
without charge by writing to the Funds at the address listed above or by calling
the numbers indicated above.
Approval of Proposal Number 1 for each Series of the Credit Suisse Warburg
Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds and the
Credit Suisse Warburg Pincus Select Funds and for the DLJ High Yield Bond Fund
requires an affirmative vote of a "majority of the outstanding voting
securities," as defined in the Investment Company Act of 1940 (the "1940 Act"),
of such Series or the DLJ High Yield Bond Fund, as the case may be, without
regard to class. A "majority of the outstanding voting securities" means the
vote of 67% or more of the voting securities 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.
Approval of Proposal Number 2 is on a Fund-by-Fund basis and requires a
plurality of all of the votes of the appropriate Fund cast at the Meeting.
The presence in person or by proxy of the holders of a majority of the
shares entitled to be cast of a Series, in the case of a Series vote, or of a
Fund, in the case of a Fund vote, shall be necessary and sufficient to
constitute a quorum for the transaction of business requiring a Series vote or a
Fund vote, as the case may be. In the event that a quorum for a particular
Series or Fund, as applicable, is not present at the Meeting, the holders of a
majority of the shares of that Series or Fund, as applicable, present in person
or by proxy will have the power to adjourn the Meeting for that Series or Fund,
as applicable, without notice other than an announcement at the Meeting, until
the requisite number of shares entitled to vote at such Meeting is present. In
the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not
received, the persons named as proxies may propose one or more adjournments of
such Meeting to permit further solicitation of proxies. A shareholder vote may
be taken on one or more of the proposals in this proxy statement prior to such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting in person or by proxy and the
persons named as proxies will vote those proxies that they are entitled to vote
'FOR' or 'AGAINST' any such proposal in their discretion. Absent the
establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting will take place not more than
120 days after the original record date. At such adjourned Meeting, any business
may be transacted which might have been transacted at the original Meeting.
The close of business on January 31, 2001 for the Series and February 9,
2001 for the DLJ High Yield Bond Fund has been fixed as the record date (the
"Record Date") for the determination of shareholders entitled to notice of, and
to vote at, the Meeting. Each share will be entitled to one vote at the Meeting.
It is expected that the Notice of Special Meeting, proxy statement, and form of
proxy will be mailed to shareholders of the Series on or about February 15,
2001. On January 31, 2001, the following shares were outstanding and entitled to
vote at the Meeting:
Fund Number of Shares Outstanding
---- ---------------------------
Credit Suisse Warburg Pincus Opportunity Funds
----------------------------------------------
Credit Suisse Warburg Pincus High Income Fund 1,517,354
-----------
Credit Suisse Warburg Pincus International Equity
II Fund 5,164,753
-----------
Credit Suisse Warburg Pincus Municipal Money Fund 68,993,124
-----------
Credit Suisse Warburg Pincus U.S. Government Money
Fund 72,811,288
-----------
Total: 148,486,519
----- -----------
Credit Suisse Warburg Pincus Capital Funds
------------------------------------------
Credit Suisse Warburg Pincus Blue Chip Fund 11,501,813
-----------
Credit Suisse Warburg Pincus Small Company Value
Fund 10,609,481
-----------
Credit Suisse Warburg Pincus Value Fund 11,131,154
-----------
Total: 33,242,448
----- -----------
Credit Suisse Warburg Pincus Select Funds
-----------------------------------------
Credit Suisse Warburg Pincus Technology Fund 3,050,881
-----------
As of the Record Date for the DLJ High Yield Bond Fund, February 9, 2001,
that Fund had 46,990,514 shares outstanding and entitled to vote at the meeting.
In addition, as of the Record Date: (i) the Credit Suisse Warburg Pincus
Municipal Trust Fund and the Credit Suisse Warburg Pincus Fixed Income II Fund
of the Credit Suisse Warburg Pincus Capital Funds had 2,208,784 and 13,516,842
shares outstanding, respectively, (ii) the Credit Suisse Warburg Pincus
Developing Markets Fund of the Credit Suisse Warburg Pincus Opportunity Funds
had 1,620,200 shares outstanding, and (iii) the Credit Suisse Warburg Pincus
Strategic Growth Fund of the Credit Suisse Warburg Pincus Select Funds had
739,018 shares outstanding. These shares are entitled to vote on Proposal Number
2 and are being solicited by the applicable Board of Trustees pursuant to a
separate proxy statement. The persons who beneficially owned more than 5% of any
Series or the DLJ High Yield Bond Fund's outstanding shares as of the Record
Date, to the knowledge of the Funds, are set forth on Appendix A hereto.
Each Fund is a separate legal entity organized as a business trust under
the laws of its jurisdiction of organization and holders vote separately as
shareholders of such Fund or Series thereof, as the case may be. D.F. King &
Co., Inc. has been retained as proxy solicitor. The expense of solicitation will
be borne by Credit Suisse Asset Management, LLC ("CSAM") and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to any of the Funds, telephonic,
telegraphic, or oral communications. If necessary, the solicitation of proxies
may include communications by employees of a proxy solicitation firm to be
engaged by CSAM.
2
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
(Proposal No. 1)
As a result of the acquisition of Donaldson, Lufkin & Jenrette, Inc.
("DLJ") by Credit Suisse Group ("Credit Suisse") (the "Acquisition"), you, the
shareholders of the Series of the Credit Suisse Warburg Pincus Opportunity
Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg
Pincus Select Funds (collectively, the "Series Funds") and of the DLJ High Yield
Bond Fund, are being asked to approve a new investment advisory agreement (the
"New Investment Advisory Agreement") with CSAM, a member of Credit Suisse Asset
Management, the institutional asset management and mutual fund arm of Credit
Suisse and an indirect wholly-owned U.S. subsidiary of Credit Suisse. The reason
each Series of the Series Funds and the DLJ High Yield Bond Fund requires a new
investment advisory agreement is that on November 3, 2000, the date the
Acquisition was consummated, the then-existing investment advisory agreement for
such Series and Fund (the "Previous Investment Advisory Agreements") terminated
pursuant to the terms of the existing agreement.
In anticipation of the termination of the Previous Investment Advisory
Agreements, at a meeting held on October 26, 2000, the Boards of Trustees, a
majority of whom were not parties to the agreements or "interested persons" (as
defined in the 1940 Act) of any such party (the "Disinterested Trustees"),
unanimously approved interim investment advisory agreements for the Series of
the Series Funds and for the DLJ High Yield Bond Fund (the "Interim Investment
Advisory Agreements") containing substantially the same terms as the Previous
Investment Advisory Agreements between DLJ Asset Management Group, Inc. ("DLJAM"
and, with CSAM, an "Adviser") and each Series of the Series Funds and the DLJ
High Yield Bond Fund, except, pursuant to the November 1, 2000 termination of
AXA Investment Managers GS Ltd. ("AXA Investment") as sub-adviser to such
Series, a reduction in the investment advisory fee applicable to the Credit
Suisse Warburg Pincus International Equity II Fund, from an annual rate of 1.25%
to 1.00% of its average daily net assets. The Interim Investment Advisory
Agreements terminate, pursuant to their respective terms, upon the earlier of
150 days from November 3, 2000, which is April 2, 2001, or the date of approval
by the shareholders of a new investment advisory agreement. See "The Previous
and Interim Investment Advisory Agreements" and "The New Investment Advisory
Agreement."
The Boards of Trustees, including a majority of the Disinterested
Trustees, recommend that shareholders approve the New Investment Advisory
Agreement for each Series of the Series Funds and for the DLJ High Yield Bond
Fund. A form of the New Investment Advisory Agreement is attached as Appendix B.
Information About DLJAM
Prior to the Acquisition, DLJAM was a wholly-owned subsidiary of
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ Securities"), the
former distributor of the Funds' shares and a wholly-owned subsidiary of DLJ,
which was, in turn, an independently operated, indirect subsidiary of AXA
Investment, a holding company controlled by AXA, a French insurance holding
company. DLJAM succeeded Wood, Struthers & Winthrop Management Corp.,
established in 1871 as a private concern to manage money for the Winthrop family
of Boston. Following the Acquisition, DLJAM was merged with Credit Suisse
Investment Corporation ("CSIC"), the parent company of CSAM. CSIC subsequently
changed its name to CSAM Americas Holding Corp. and CSIC contributed all of its
assets and liabilities, including its investment advisory agreements, to CSAM.
Prior to the Acquisition, CSAM managed $68 billion of the $198 billion in total
assets managed by Credit Suisse Asset Management globally. As a result of the
transfer of the assets and business of DLJAM to CSAM, CSAM manages more than
$93 billion in total assets in the U.S., as of December 31, 2000.
The Previous and Interim Investment Advisory Agreements
CSAM presently acts as the investment adviser to the Funds pursuant to the
Interim Investment Advisory Agreements. Prior to November 3, 2000, DLJAM served
as investment adviser to the Funds pursuant to the Previous Investment Advisory
Agreements, dated as set forth on Appendix D, between the Funds and DLJAM. The
Previous Investment Advisory Agreements were last approved by each of the Fund's
shareholders as set forth on Appendix D. The Previous Investment Advisory
Agreements were last approved for continuance by the Boards of Trustees at a
meeting held on August 3, 2000. The provisions of the Interim Investment
Advisory Agreements and the Previous Investment Advisory Agreements are
substantially the same, except for the identity of the parties, the commencement
and termination dates and the payment of fees. See "Service Provided" and "Fees"
below.
Service Provided. Both the Previous Investment Advisory Agreements and the
Interim Investment Advisory Agreements provide that the Adviser manage the
investment and reinvestment of the Series' or Fund's assets in accordance with
the Series' or Fund's investment objective and policies, make investment
decisions for the Series or Fund and arrange for the purchase or sale of
portfolio securities and other assets. In the case of the Credit Suisse Warburg
Pincus Capital Funds, the Adviser is also required to provide persons
satisfactory to the Board of Trustees of the Credit Suisse Warburg Pincus
Capital Funds to act as officers and employees of such Funds, who may be
directors, officers or employees of the Adviser or its
3
affiliates. In addition, both the Previous Investment Advisory Agreements and
the Interim Investment Advisory Agreements of the Credit Suisse Warburg Pincus
Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds specify that
the Adviser may provide and be reimbursed for the costs of administrative
services provided to such Funds, although the Adviser has not sought such
reimbursement from such Funds. Additionally, the Series retained PFPC, Inc.
("PFPC") to provide certain accounting and portfolio valuation services not
provided by DLJAM under the Previous Investment Advisory Agreements, for which
PFPC was paid as set forth in Appenidx C. Effective November 1, 2000, AXA
Investment ceased acting as sub-adviser to the Credit Suisse Warburg Pincus
Developing Markets Fund and the Credit Suisse Warburg Pincus International
Equity II Fund and DLJAM and then CSAM assumed sole responsibility for
investment management of such Funds.
Under the Interim Investment Advisory Agreements, each of the Series, in
the case of the Series Funds, and the DLJ High Yield Bond Fund, will pay
registration and filing fees to the Securities and Exchange Commission (the
"Commission") and state regulatory authorities. The Funds pay all other expenses
not assumed by CSAM, including the advisory fees, advertising and promotional
expenses pursuant to a 12b-1 plan to the extent applicable, custody, transfer,
and dividend disbursing expenses, legal and auditing costs, fees and expenses of
Trustees who are not affiliated with CSAM, costs of printing prospectuses,
statements of additional information and shareholder reports to existing
shareholders, costs of maintenance of corporate existence, and interest charges,
taxes, brokerage fees, and commissions.
The Previous Investment Advisory Agreements and the Interim Investment
Advisory Agreements provide for termination at any time without penalty with
respect to each Series of the Series Funds and the DLJ High Yield Bond Fund on
sixty days' prior written notice, or, in the case of the Interim Investment
Advisory Agreements, ten days, by a vote of the holders of a majority of that
Series' or Fund's outstanding voting securities or by a vote of a majority of
the Board of Trustees or by the Adviser on sixty days' prior written notice, and
will automatically terminate in the event of their assignment. The Previous
Investment Advisory Agreements and the Interim Investment Advisory Agreements
provide that the Adviser shall not be liable thereunder for (i) in the case of
the Credit Suisse Warburg Pincus Capital Funds, any mistake of judgment or in
any event whatsoever, except for lack of good faith, provided that nothing
therein is deemed to protect, or purport to protect, it against any liability to
such Funds or to such Funds' security holders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties thereunder, or by reason of its
reckless disregard of its obligations and duties thereunder, (ii) in the case of
the Credit Suisse Warburg Pincus Opportunity Funds and Credit Suisse Warburg
Pincus Select Funds, any act or omission or for any loss sustained by such Funds
in connection with the matters to which the agreements relate, or (iii) in the
case of the DLJ High Yield Bond Fund, any act or omission or for any loss
sustained by such Fund in connection with the matters to which the agreement
relates, except with respect to any matter as to which the Adviser shall have
been adjudicated not to have acted in good faith in the reasonable belief that
the Adviser's action was in the best interests of the DLJ High Yield Bond Fund
and in the case of certain criminal proceedings. Notwithstanding any
indemnification provision in the Previous and the Interim Investment Advisory
Agreements, the 1940 Act and the Investment Advisers Act of 1940 limit the
circumstances under which an investment adviser may be indemnified.
The terms of the Previous Investment Advisory Agreements and the Interim
Investment Advisory Agreements permit the Adviser to serve as investment adviser
to other persons, firms or corporations, including other investment companies.
The Interim Investment Advisory Agreements were approved by the Boards of
Trustees as a temporary measure to provide for continuity of management of the
Funds following the Acquisition. The Interim Investment Advisory Agreements will
continue until the earlier of April 2, 2001 or the approval of the New
Investment Advisory Agreement by the shareholders of each Series or Fund, as the
case may be, voting separately, and thereupon will automatically terminate for
such Series or Fund. See "The New Investment Advisory Agreement" below.
Fees. For the services provided and expenses borne by DLJAM under the Previous
Investment Advisory Agreements, DLJAM was paid separate fees based on the
average daily net assets of each Series of the Series Funds and the DLJ High
Yield Bond Fund, as full compensation therefor, as set forth on Appendix C. The
aggregate amount paid for the fiscal year ended October 31, 2000 is also set
forth on Appendix C. For the period November 1, 2000 through October 31, 2001 or
October 31, 2002, as the case may be, DLJAM had undertaken in writing for each
of the Series referenced in Appendix E to reduce its management fees and
reimburse operating expenses in order to limit the total operating expenses for
such Series to the amounts set forth in Appendix E. CSAM has agreed to assume
this undertaking for these periods.
As required by Rule 15a-4(b)(2)(vi) of the 1940 Act, the Interim
Investment Advisory Agreements provide that advisory fees earned by CSAM with
respect to each Series and the DLJ High Yield Bond Fund will be deposited into
an interest-bearing escrow account with Citibank, N.A., and will be paid to CSAM
only if a majority of the shareholders of such Series or Fund approves a New
Investment Advisory Agreement for that Series or Fund. If shareholders of a
Series or the DLJ High Yield Bond Fund do not approve a New Investment Advisory
Agreement, CSAM will receive as compensation or reimbursement in respect of such
Series or the DLJ High Yield Bond Fund the lesser of: (i) the fee under such
Interim
4
Investment Advisory Agreement; or (ii) the costs of providing services during
the term of such Interim Investment Advisory Agreement (plus, in each case,
interest earned on that amount while in escrow).
Brokerage Commissions
Appendix D sets forth the brokerage commissions paid by each Series of the
Series Funds and the DLJ High Yield Bond Fund and the amounts of brokerage
commissions paid to an affiliated broker-dealer of the Series or Fund for the
most recently completed fiscal year.
The New Investment Advisory Agreement
The following summary of the New Investment Advisory Agreement between the
Fund and CSAM is qualified in its entirety by reference to the form thereof
which is attached hereto as Appendix B.
Service Provided. The terms of the New Investment Advisory Agreement
between the Funds and CSAM are substantially the same as the terms of the
Previous and Interim Investment Advisory Agreements in all material respects.
The principal changes, which are summarized below, largely reflect conforming
changes that have been made to promote consistency among the funds advised by
CSAM and to permit ease of administration. The principal changes are: (1) the
identity of the parties; (2) commencement and termination dates; (3) with
respect to the Credit Suisse Warburg Pincus Opportunity Funds and the Credit
Suisse Warburg Pincus Select Funds only, there is no longer a term for the
provision by the Adviser and reimbursement by such Funds of the costs of
administrative services to such Funds; (4) with respect to the Credit Suisse
Warburg Pincus Capital Funds only, CSAM will not be obligated to provide persons
satisfactory to such Fund's Board of Trustees to act as officers and employees
of such Fund; (5) with respect to the Credit Suisse Warburg Pincus Opportunity
Funds, the DLJ High Yield Bond Fund and the Credit Suisse Warburg Pincus Select
Funds only, there is no longer indemnification by such Funds to CSAM and its
officers, directors and employees for liabilities and expenses reasonably
incurred in connection with the defense or disposition of certain actions; and
(6) the investment advisory fee payable by the Credit Suisse Warburg Pincus
International Equity II Fund is identical to that provided for in the Interim
Investment Advisory Agreement, but, as a result of the termination of AXA
Investment as sub-adviser to such Series on November 1, 2000, lower than that
provided for in the Previous Investment Advisory Agreement for such Series. The
New Investment Advisory Agreement also grants CSAM the authority to exercise
voting rights with respect to portfolio securities and to negotiate brokerage
commissions on behalf of the Funds. These rights were not expressly granted
under all of the Previous and Interim Investment Advisory Agreements.
Effective February 1, 2001, the Series Funds retained Credit Suisse Asset
Management Securities, Inc. ("CSAMSI") and PFPC as co-administrators to the
Series for a total rate not to exceed .18% of each Series' average daily net
assets. Administrative services previously were provided without charge to the
Series Funds by CSAM under the Interim Investment Advisory Agreements and DLJAM
under the Previous Investment Advisory Agreements (although DLJAM and then CSAM,
was entitled to reimbursement of costs from the Series of the Credit Suisse
Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select
Funds pursuant to the Previous and Interim Investment Advisory Agreements).
However, as explained below, the Series Funds will not bear any additional cost
through at least November 3, 2002 as a result of the retention of the
co-administrators. CSAM has agreed to impose limits on the average annualized
expense ratio of each of the Series in two ways. First, CSAM has agreed to
assume DLJAM's undertaking to limit average annualized operating expenses until
October 31, 2001 or October 31, 2002, as the case may be, at the levels set
forth in Appendix E. Second, CSAM has agreed to limit average annual expenses
from the date of the Acquisition, November 3, 2000, until November 3, 2002 to
the annualized levels previously paid by each of the Series measured over the
60-day period ended on the date of the Acquisition. Consequently, it is not
anticipated that there will be any increase in the average annualized operating
expense ratio of any of the Series through November 3, 2002 due to the retention
of CSAMSI and PFPC as co-administrators. Further, accounting services previously
provided by PFPC pursuant to a separate agreement will be provided by PFPC under
its new co-administration agreement.
In addition, the New Investment Advisory Agreement would change the
provisions governing the use of the Adviser's name and expand such provisions to
permit certain uses of the name Credit Suisse. Pursuant to a License Agreement
among Warburg, Pincus & Co., Credit Suisse and other parties thereto, Credit
Suisse has been granted by Warburg, Pincus & Co. an exclusive license of the
rights to use and sublicense the names "Warburg Pincus" and derivations and
abbreviations thereof in the asset management sector of the financial services
industry (together, the "Warburg Marks"). Under the New Investment Advisory
Agreement, each Fund, with respect to each of its Series, if any, has the
nonexclusive right to use one or more of the Warburg Marks and the name "Credit
Suisse" and derivations and abbreviations thereof (together, the "CS Marks") as
part of its name or the names of certain classes of its shares, as applicable,
and to use the Warburg Marks and the CS Marks in the Fund's investment products
and services. This license continues only as long as the New Investment Advisory
Agreement is in place, and with respect to the Warburg Marks only as long as
Credit Suisse continues to be a licensee of the Warburg Marks as described
above. As a condition of the license, each Fund, on behalf of each of its
Series, if any, undertakes certain
5
responsibilities and agrees to certain restrictions, such as agreeing not to
challenge the validity of the Warburg Marks or the CS Marks or any ownership by
Warburg, Pincus & Co. of the Warburg Marks or Credit Suisse of the CS Marks, and
the obligation to use the names within commercially reasonable standards of
quality. As part of the Acquisition, CSAM has acquired all of DLJAM's rights to
use the "DLJ" name and any derivations and abbreviations thereof (the "DLJ
Marks"). In the event that the New Investment Advisory Agreement is terminated,
each Fund, on behalf of each of its Series, if any, must not use a name likely
to be confused with those associated with the Warburg Marks, the CS Marks or the
DLJ Marks.
If approved by the shareholders of each of the Series, in the case of the
Series Funds, and the shareholders of the DLJ High Yield Bond Fund, in the case
of the DLJ High Yield Bond Fund, the New Investment Advisory Agreement shall
continue in effect for such Series or Fund for an initial two-year period, and
from year to year thereafter, subject to termination as hereinafter provided, if
such continuance is specifically approved at least annually (i) by a vote of the
holders of a majority of the outstanding voting securities of the Series or the
DLJ High Yield Bond Fund (as defined in the 1940 Act) or by a vote of the
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by a vote of a majority of the Trustees who are not parties
to the New Investment Advisory Agreement or "interested persons" (as defined in
the 1940 Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The New Investment Advisory Agreement, like
the Previous Investment Advisory Agreements and the Interim Investment Advisory
Agreements, will terminate automatically upon their assignment and are
terminable at any time without penalty by a vote of the Trustees or by a vote of
a majority of the outstanding voting securities of the Series or the DLJ High
Yield Bond Fund (as defined in the 1940 Act) on 60 days' written notice to CSAM
(10 days' notice to CSAM in the case of the Interim Investment Advisory
Agreements) and on 90 days' written notice to the Funds.
Fees. As compensation for services provided and the expenses borne by CSAM
under the New Investment Advisory Agreement, the Series and the DLJ High Yield
Bond Fund will pay CSAM the same rate of fees as was paid to CSAM under the
Interim Investment Advisory Agreements, which were the same rate of fees paid to
DLJAM under the Previous Investment Advisory Agreements, except for a reduction
in the investment advisory fee applicable to the Credit Suisse Warburg Pincus
International Equity II Fund. Appendix C sets forth these rates, including a
comparison of expenses under the New Investment Advisory Agreement and
Co-Administration Agreements, without accounting for waivers, with expenses
under the Previous Investment Advisory Agreements and related accounting
services arrangements. Appendix F includes fee tables showing fees under the
Previous Investment Advisory Agreements and pro forma fees, before fee waivers
and reimbursement and corresponding examples. In addition, CSAM has agreed to
assume DLJAM's obligation with respect to the undertaking described above under
"The Previous and Interim Investment Advisory Agreements - Fees".
The Boards of Trustees approved name changes for the Series Funds as set
forth in Appendix G. These changes became effective in January and February,
2001.
Information About CSAM
Information about CSAM, its managers and principal executive officers,
including those who are also officers of the Funds, its investment company
clients, its brokerage policies and the officers of CSAM is presented in
Appendix H.
Section 15(f)
Section 15(f) provides a non-exclusive safe harbor that permits an
investment adviser to an investment company or any affiliated persons to receive
any amount or benefit in connection with a "change in control" of the investment
adviser as long as two conditions are satisfied. First, an "unfair burden" must
not be imposed on investment company clients of the adviser as a result of the
transaction, or any express or implied terms, conditions or understandings
applicable to the transaction. The term "unfair burden" (as defined in the 1940
Act) includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
"interested person" (as defined in the 1940 Act) of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from such an
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any other person in connection
with the purchase or sale of securities or other property to, from or on behalf
of such investment company. The Boards have been advised that CSAM is aware of
no circumstances arising from the Acquisition that might result in an unfair
burden being imposed on the Funds.
The second condition of Section 15(f) is that during the three-year period
after the transaction, at least 75% of each such investment company's board of
trustees must not be "interested persons" (as defined in the 1940 Act) of the
investment adviser (or predecessor or successor adviser). Credit Suisse and each
of the other parties to the Acquisition have agreed to use their reasonable best
efforts to ensure compliance with Section 15(f) as it applies to the Acquisition
during the applicable time periods.
Evaluation by the Boards
The Trustees discussed the Acquisition and its implications for the Funds
at their meetings held on October 26, 2000 and December 18, 2000. The Trustees
received from representatives of CSAM (the "Representatives") such information
as the Trustees requested and as was reasonably necessary to evaluate the terms
of the Interim Investment Advisory Agreements and the proposed New Investment
Advisory Agreement.
6
During the October 26, 2000 meeting, the Trustees (including a majority of
the Disinterested Trustees), after evaluation and with the advice and assistance
of counsel, voted to approve the Interim Investment Advisory Agreements and, at
their meeting held on December 18, 2000, the New Investment Advisory Agreement
described above.
In determining whether it was appropriate to approve the New Investment
Advisory Agreement and to recommend approval to shareholders, the Boards,
including the Trustees who are not parties to the New Investment Advisory
Agreement or interested persons of such parties, considered various materials
and representations provided by CSAM, including information concerning
compensation arrangements to be implemented in connection with the Acquisition,
and considered a report provided by CSAM, and was advised by Fund counsel with
respect to these matters.
During their deliberations with respect to the New Investment Advisory
Agreement, the Trustees reviewed and discussed financial and other information
provided by the Representatives relating to CSAM. Among other things, the
Trustees considered the fact that CSAM is a significant and sophisticated
investment manager with substantial experience in providing investment advisory
and management services to investment companies, pension funds and other
institutional clients. The Trustees evaluated the management and operations of
CSAM and information provided by CSAM regarding the personnel proposed to manage
the Funds, the investment performance of the Series and of the DLJ High Yield
Bond Fund, and the fact that CSAM has stated that it has no current plan to
change or to recommend that the shareholders of the Funds change the policies or
objectives of the DLJ High Yield Bond Fund or the Series in any material
respect. The Trustees also took into account the fact that CSAM has stated its
intention to continue to employ in the same capacity as employees of CSAM,
employees of DLJAM who were involved in the management of the Series. In the
case of the DLJ High Yield Bond Fund and the Credit Suisse Warburg Pincus High
Income Fund, CSAM has changed the portfolio manager to Richard Lindquist, a
Managing Director at CSAM who heads CSAM's High Yield Management Team and has
been with CSAM since 1995. CSAM therefore expects to provide the Funds with a
degree of continuity in portfolio management; however, there can be no assurance
that the investment professionals previously employed by DLJAM and now employed
by CSAM will continue to serve in their current capacities. The Trustees also
considered CSAM's investment management capabilities with respect to developing
markets and other international equity securities in light of AXA Investment no
longer acting as sub-adviser to the Credit Suisse Warburg Pincus Developing
Markets Fund and the Credit Suisse Warburg Pincus International Equity II Fund.
The Boards of Trustees obtained assurances from the Representatives that CSAM
would provide satisfactory advisory and other services to the Funds of a scope
and quality at least equivalent, in the Trustees' judgment, to the scope and
quality of services previously provided to the Funds. The Boards also considered
that CSAM would continue DLJAM's existing undertaking to limit average annual
operating expenses and, in addition, to cap the average annualized expense ratio
for the Series for a two-year period following the Acquisition. The Boards
believe that, like the Previous Investment Advisory Agreements and the Interim
Investment Advisory Agreements, the New Investment Advisory Agreement will
enable the Funds to obtain appropriate services at a cost that is reasonable and
in the best interests of each Fund and its shareholders. Accordingly, approval
of the New Investment Advisory Agreement with CSAM should have no immediate
impact, other than as already noted above, on the management of the Series and
the DLJ High Yield Bond Fund and the Funds should continue to receive the same
quality of service.
The Boards of Trustees further considered the nature and quality of the
administrative services currently provided by CSAM to the Series Funds and also
considered CSAM's assurances that it and PFPC would provide the same level of
administrative services to the Series Funds as they currently provide and that
any changes in these arrangements would be subject to Board approval.
The Board of Trustees of each Fund, including the Disinterested Trustees,
recommends that the shareholders of each Series of the Series Funds and the DLJ
High Yield Bond Fund approve the New Investment Advisory Agreement.
Required Vote
In order to be approved by shareholders of the Series of the Series Funds
and of the DLJ High Yield Bond Fund, the New Investment Advisory Agreement must
be approved by the holders of a majority of the outstanding voting securities of
such Series or Fund, as the case may be, which is defined in the 1940 Act as the
lesser of (i) 67% of such shares present at the Meeting if the owners of more
than 50%, as the case may be, of the shares of the Series or Fund then
outstanding are present in person or by proxy, or (ii) more than 50% of the
outstanding shares of the Series or Fund, without regard to class.
In the event shareholder approval of a New Investment Advisory Agreement
for a Series or the DLJ High Yield Bond Fund is not obtained, the Trustees will
take such action as they deem to be in the best interests of that Series or Fund
and its shareholders. The approval of a New Investment Advisory Agreement for
any Series or the Fund, as the case may be, is not contingent on approval by any
other Series or the Fund, as applicable.
7
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING THE DISINTERESTED TRUSTEES,
RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 1.
8
(PROPOSAL NO. 2)
ELECTION OF SEVEN TRUSTEES TO THE BOARD OF TRUSTEES
Shareholders will vote at the Meeting to elect seven Trustees of each of
the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus
Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds. Each
Trustee so elected will hold office until the next meeting of shareholders and
until his successor is elected and qualifies, or until his term as Trustee is
terminated as provided in the applicable Fund's Agreement and Declaration of
Trust. Each Fund's Agreement and Declaration of Trust provides that it will not
be required to hold meetings of shareholders if the election of Trustees is not
required under the Investment Company Act of 1940, as amended (the "1940 Act").
It is the present intention of the Board of Trustees of each Fund not to hold
annual meetings of shareholders unless such shareholder action is required.
Accordingly, Trustees elected at the Meeting will hold office until the
applicable Fund is required by law to hold an election of Trustees and successor
Trustees are elected and qualify.
As nominees for election to the Board of Trustees of the different Funds,
the persons named below have consented to be named in this Proxy Statement and
to serve as Trustees if elected. None of the Boards of Trustees has any reason
to believe that any nominee will become unavailable for election as a Trustee,
but if that should occur before the Meeting, proxies will be voted for such
other persons as the Board of Trustees may recommend.
The Trustees and Officers of the Funds are listed below, together with
their respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Trustees, their positions with
certain international organizations and publicly held companies. As of January
31, 2001, the executive officers and Trustees of each of the Funds, as a group
beneficially owned 32,279 shares or 0.02% of the Credit Suisse Warburg Pincus
Opportunity Funds, 181,354 shares or 0.37% of the Credit Suisse Warburg Pincus
Capital Funds, and 25,061 shares or 0.66% of the Credit Suisse Warburg Pincus
Select Funds.
The persons who have been nominated for election to serve as Trustee are:
Richard H. Francis, Jack W. Fritz, Jeffrey E. Garten, Peter F. Krogh, James S.
Pasman, William W. Priest and Steven N. Rappaport. Mr. Krogh is a current member
of the Boards of Trustees. Additionally, the Boards of Trustees have appointed
James P. McCaughan as Chairman of the Trust for each Trust, effective March 23,
2001.
These individuals were recommended by CSAM and, after consideration in
executive session, were selected and nominated by those members of the present
Boards of Trustees of the Funds who are not "interested persons" of the Funds,
as defined in the 1940 Act. The nominees for election, who are listed above,
include six persons who currently serve as trustees or directors of other funds
advised by CSAM. In order to achieve consistency among the funds in the Credit
Suisse Warburg Pincus family of funds, CSAM has recommended, and the Boards of
Trustees have agreed, that shareholder interests can more effectively be
represented by a single board with responsibility for overseeing substantially
all of the CSAM funds. CSAM also suggested that creation of a single,
consolidated board should also provide certain administrative efficiencies and
potential future cost savings for both the Funds and CSAM.
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
G. Moffett Cochran ** 49 President, Managing Director 19,143 (Capital)
Chairman of the Board and and Member of the Management
President Committee of CSAM; former 7,632 (Opportunity)
466 Lexington Avenue Chairman of DLJAM, with which
New York, NY 10017 he had been associated since 4,506 (Select)
prior to 1993; formerly Senior
Vice President with Bessemer
Trust Companies. Trustee of
DLJ High Yield Bond Fund.
Trustee of Credit Suisse Warburg
Pincus Funds (formerly the DLJ
Funds) since 1994.
9
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
Robert E. Fischer 70 Partner at the law firm of 4,183 (Capital)
Trustee Wolf, Block, Schorr and
250 Park Avenue, Suite 10000 Solis-Cohen LLP (or its
New York, NY 10107 predecessor firm), since prior 1,494 (Opportunity)
to 1993. Trustee of DLJ High
Yield Bond Fund. Trustee of 19,574 (Select)
Credit Suisse Warburg Pincus
Funds (formerly the DLJ Funds)
since 1995.
Richard H. Francis 68 Currently retired; Executive 0
Nominee for Trustee Vice President and Chief
40 Grosvenor Road Financial Officer of Pan Am
Short Hills, NJ 07078 Corporation and Pan American
World Airways, Inc. from 1988
to 1991;
Director/Trustee of
Warburg Pincus Funds and other
CSAM-advised investment
companies.
Stig Host 74 Oil company executive; Member 52,729 (Capital)
Trustee of the Boards-International
103 Oneida Drive Energy Corp., International
Greenwich, CT 06830 Marine Sales, Inc., Kriti 5,646 (Opportunity)
Exploration Inc.,
Alliance International Fund,
Alliance New Europe Fund, 0 (Select)
Alliance All Asia Investment
Fund, Alexander Host
Foundation, American
Scandinavian Foundation,
Trustee of DLJ High Yield Bond
Fund. Trustee of Credit Suisse
Warburg Pincus Funds (formerly the
DLJ Funds) since 1986.
Jack W. Fritz 73 Private investor; Consultant 0
Nominee for Trustee and Director of Fritz
2425 North Fish Creek Road Broadcasting, Inc. and Fritz
P.O. Box 483 Communications (developers and
Wilson, Wyoming 83014 operators of radio stations);
Director/Trustee of
Warburg Pincus Funds and other
CSAM-advised investment
companies.
10
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
Jeffrey E. Garten 53 Dean of Yale School of 0
Nominee for Trustee Management and William S.
Box 208200 Beinecke Professor in the
New Haven, CT 06520-8200 Practice of International
Trade and Finance; Undersecretary of
Commerce for International Trade from
November 1993 to October 1995;
Professor at Columbia University from
September 1992 to November 1993;
Director of Aetna, Inc. and Calpine
Energy Corp.; Director/Trustee of
Warburg Pincus Funds and other
CSAM-advised investment companies.
Martin Jaffe** 53 Chief Financial Officer, 61,674 (Capital)
Trustee, Vice President, Managing Director and Member
Secretary & Treasurer of the Management Committee of
466 Lexington Avenue CSAM; former Chief Operating 11,574 (Opportunity)
New York, NY 10017 Officer of DLJAM, with which
he had been associated since
prior to 1993. Trustee of DLJ 0 (Select)
High Yield Bond Fund. Trustee
of Credit Suisse Warburg Pincus
Funds (formerly the DLJ Funds)
since 1995.
Wilmot H. Kidd, III 58 President of Central 0 (Capital)
Trustee Securities Corporation, since
375 Park Avenue prior to 1993. Trustee of DLJ
New York, NY 10112 High Yield Bond Fund. Trustee 1,134 (Opportunity)
of Credit Suisse Warburg Pincus
Funds (formerly the DLJ Funds) 0 (Select)
since 1995.
Peter F. Krogh 64 Dean Emeritus and 2,241 (Capital)
Trustee / Nominee for Trustee Distinguished Professor of
301 ICC International Affairs at the
Georgetown University Edmund A. Walsh School of 0 (Opportunity)
Washington, DC 20057 Foreign Service, Georgetown
University; Moderator of PBS
foreign affairs television 0 (Select)
series; Member of Board of The
Carlisle Companies Inc.
Member 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 and DLJ High
Yield Bond Fund. Trustee of Credit
Suisse Warburg Pincus Funds
(formerly the DLJ Funds) since 1986.
11
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
James S. Pasman, Jr. 70 Currently retired; President 0
Nominee for Trustee and Chief Operating Officer of
29 The Trillium National InterGroup, Inc. from
Pittsburgh, PA 15238 April 1989 to March 1991;
Chairman of Permian Oil Co.
from April 1989 to March 1991;
Director of Education
Management Corp., Tyco
International Ltd.; Trustee,
Deutsche Bank VIT Funds;
Director/Trustee of
Warburg Pincus Funds and other
CSAM-advised investment
companies.
William W. Priest** 58 Chairman and Managing Director 0
Nominee for Trustee of CSAM since 2000; Chief
c/o CSAM Executive Officer and Managing
466 Lexington Avenue Director of CSAM from 1990 to
New York, NY 10017 2000; Director/Trustee of
Warburg Pincus Funds and
other CSAM-advised investment
companies.
John J. Sheehan 69 Owns own consulting firm; 14,325 (Capital)
Trustee Former President and CEO of
4 Bennington Place National Computer Analysts,
Newtown, PA 18940 Inc., Principal Negotiator for 0 (Opportunity)
NCA, Director of National
Accounts for Large Financial
Institutions Group. Trustee 0 (Select)
of DLJ High Yield Bond Fund.
Trustee of Credit Suisse Warburg
Pincus Funds (formerly the DLJ
Funds) since 1972.
12
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
Steven N. Rappaport 51 President of Loanet, Inc. 0
Nominee for Trustee since 1997; Executive Vice
Loanet, Inc. President of Loanet, Inc. from
40 East 52nd Street 1994 to 1997; Director,
New York, NY 10022 President, North American
Operations, and former Executive Vice
President from 1992 to 1993 of
Worldwide Operations of Metallurg
Inc.; Executive Vice President,
Telerate, Inc. from 1987 to 1992;
Partner in the law firm of Hartman &
Craven until 1987; Director/Trustee
of Warburg Pincus Funds and
other CSAM-advised investment
companies.
James P. McCaughan 47 Chief Executive Officer, 0
Chairman of the Trust Managing Director and
c/o CSAM Chairman of the
466 Lexington Avenue Management Committee of
New York, NY 10017 CSAM; President and Chief
Operating Officer of
Oppenheimer Capital from
April 1998 to December
1999; President and Chief
Executive Officer of UBS
Asset Management (New
York) from October 1996 to
March 1998; Functional
Advisor, Institutional Asset
Management of Union Bank
of Switzerland, from
September 1994 to October 1996.
William D. Butler 37 Vice President of CSAM; 0 (Capital)
Vice President previously Vice President of
466 Lexington Avenue DLJAM, with which he had been 0 (Opportunity)
New York, NY 10017 associated since 1998.
825 (Select)
Richard J. Hanlon 34 Director of CSAM; previously 0
Vice President Senior Vice President of
466 Lexington Avenue DLJAM, with which he had been
New York, NY 10017 associated since 1994. Prior
to his becoming associated
with Credit Suisse Warburg
Pincus Funds and DLJAM,
Mr. Hanlon was a portfolio manager
at Manufacturers Hanover/Chemical
Bank.
Cathy A. Jameson 46 Managing Director of CSAM; 8,892 (Capital)
Vice President previously Managing Director
466 Lexington Avenue of DLJAM, with which she had
New York, NY 10017 been associated since prior to 3,721 (Opportunity)
1993. 0 (Select)
Brian A. Kammerer 43 Director of CSAM; previously 2,804 (Capital)
Vice President Senior Vice President of DLJAM,
466 Lexington Avenue with which he had been
New York, NY 10017 associated since prior to 1993. 272 (Opportunity)
156 (Select)
Marybeth B. Leithead 37 Director of CSAM; previously 1,507 (Capital)
Vice President Senior Vice President of
466 Lexington Avenue DLJAM, with which she had been
New York, NY 10017 associated since 1993. 0 (Opportunity)
0 (Select)
13
Name, Age, Position Principal Occupations Shares Beneficially Owned
with the Fund, and Address and Other Affiliations as of January 31, 2001*
- - - - - ---------------------------------------- -------------------------------- ----------------------------------
Luisa Michel 35 Vice President of CSAM; 0
Vice President previously Vice President of
466 Lexington Avenue DLJAM, with which she had been
New York, NY 10017 associated since 1998.
Hugh M. Neuburger 56 Managing Director of CSAM; 5,637 (Capital)
Vice President previously Managing Director
466 Lexington Avenue of DLJAM, with which he had
New York, NY 10017 been associated since March 0 (Opportunity)
1995. Prior to his
association with Credit Suisse
Warburg Pincus Funds (formerly the
DLJ Funds) and DLJAM, Mr. Neuburger 0 (Select)
was the President of Hugh M.
Neuburger, Inc., a consulting
firm.
Roger W. Vogel 43 Managing Director of CSAM; 8,219 (Capital)
Vice President previously Managing Director
466 Lexington Avenue of DLJAM, a position he held 806 (Opportunity)
New York, NY 10017 since July 1993.
0 (Select)
- - - - - ------------
* This information has been furnished by each Trustee and Officer.
** "Interested" Trustee within the meaning of the 1940 Act. Mr. Cochran and
Mr. Jaffe are "interested" Trustees because of their affiliation with
CSAM, which acts as the Funds' investment adviser. If elected, Mr. Priest
will be an "interested" Trustee because of his prior affiliation with
CSAM, which acts as the Funds' investment adviser.
There were four regular meetings and two special meetings of the Board of
Trustees of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit
Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select
Funds and the DLJ High Yield Bond Fund held during the fiscal year ended October
31, 2000. Aggregate fees and expenses paid to the Board of Trustees for the
fiscal year ended October 31, 2000 were $36,750 for Credit Suisse Warburg Pincus
Opportunity Funds, $59,750 for the Credit Suisse Warburg Pincus Capital Funds,
$17,750 for the Credit Suisse Warburg Pincus Select Funds and $36,750 for the
DLJ High Yield Bond Fund.
Each Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to its respective full Board of Trustees with respect to the
engagement of independent auditors and reviews with the independent auditors the
plan and results of the audit engagement and matters having a material effect on
the Funds' financial operations. The members of the Audit Committee of each Fund
are Messrs. Fischer, Host, Kidd, Krogh and Sheehan. Each member of the Audit
Committee is a "non-interested" Trustee. Each Audit Committee met two times
during the fiscal year ended October 31, 2000. Each Board of Trustees has an
Executive Committee consisting of Messrs. Cochran and Jaffe. Each Executive
Committee is authorized to act for the entire Board between meetings thereof, to
the extent permitted under the Agreement and Declaration of Trust and applicable
law. Each Executive Committee did not meet during the fiscal year ended October
31, 2000.
The Board of the Credit Suisse Warburg Pincus Capital Funds had a
Nominating Committee, comprised of all the non-interested Trustees, which sought
and proposed candidates for election to the Board of Trustees of the Credit
Suisse Warburg Pincus Capital Funds. The Nominating Committee met once during
the fiscal year ended October 31, 2000. The Nominating Committee (i) selected
and recommended to the full Board of Trustees nominees for election as Trustees
and (ii) proposed and recommended to the full Board of Trustees the terms of
compensation for trustees. None of the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse
Warburg Pincus Select Funds or the DLJ High Yield Bond Fund currently have a
nominating committee.
The following table sets forth certain information regarding the
compensation of the Funds' Trustees for the fiscal year ended October 31, 2000.
No persons (other than the Trustees who are not "interested" within the meaning
of the 1940 Act, as set forth below) currently receive compensation from the
Fund for acting as a Trustee or Officer. Trustees and executive officers of the
Fund do not receive pension or retirement benefits from the Fund. Trustees
receive reimbursement for travel and other out-of-pocket expenses incurred in
connection with board meetings.
14
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 2000
Total Compensation from
Aggregate Compensation Fund and Fund Complex
Name of Person and Position From the Fund Paid to Trustees
- - - - - ------------------------------------- --------------------------- ---------------------------
G. Moffett Cochran*
Chairman of the Board
Credit Suisse Warburg Pincus $0 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $0 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $0 (Select)
Select Funds
DLJ High Yield Bond Fund $0 (High Yield) $0
Robert E. Fischer, Trustee
Credit Suisse Warburg Pincus $9,750 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $6,250 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $4,750 (Select)
Select Funds
DLJ High Yield Bond Fund $9,750 (High Yield) $30,500
Stig Host, Trustee
Credit Suisse Warburg Pincus $4,250 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $11,250 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $2,250 (Select)
Select Funds
DLJ High Yield Bond Fund $4,250 (High Yield) $22,000
Martin Jaffe, Trustee*
Credit Suisse Warburg Pincus $0 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $0 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $0 (Select)
Select Funds
DLJ High Yield Bond Fund $0 (High Yield) $0
Wilmot H. Kidd III, Trustee
Credit Suisse Warburg Pincus $9,750 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $6,250 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $4,750 (Select)
Select Funds
DLJ High Yield Bond Fund $9,750 (High Yield) $30,500
- - - - - ----------
* "Interested" Trustees.
15
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 2000
Total Compensation from
Aggregate Compensation Fund and Fund Complex
Name of Person and Position From the Fund Paid to Trustees
- - - - - ------------------------------------- --------------------------- ---------------------------
Peter F. Krogh, Trustee
Credit Suisse Warburg Pincus $4,250 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $11,250 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $2,250 (Select)
Select Funds
DLJ High Yield Bond Fund $4,250 (High Yield) $22,000
John J. Sheehan, Trustee
Credit Suisse Warburg Pincus $3,750 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $10,250 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $1,750 (Select)
Select Funds
DLJ High Yield Bond Fund $3,750 (High Yield) $19,500
John W. Waller III, Former
Trustee
Credit Suisse Warburg Pincus $5,000 (Opportunity)
Opportunity Funds
Credit Suisse Warburg Pincus $0 (Capital)
Capital Funds
Credit Suisse Warburg Pincus $2,000 (Select)
Select Funds
DLJ High Yield Bond Fund $5,000 (High Yield) $12,000
Robert Bast, Former Trustee
Credit Suisse Warburg Pincus
Capital Funds $4,000 (Capital) $4,000
Dennis Little, Former Trustee
Credit Suisse Warburg Pincus
Capital Funds $4,000 (Capital) $4,000
William H. Mathers, Former
Trustee
Credit Suisse Warburg Pincus
Capital Funds $4,500 (Capital) $4,500
William C. Simpson, Former
Trustee
Credit Suisse Warburg Pincus
Capital Funds $2,000 (Capital) $2,000
16
Independent Trustees are not eligible for retirement benefits or other
payments upon their retirement from the Boards of Trustees. A one-time benefit
payment of $50,000 is being provided by CSAM to each Trustee who has agreed to
leave the Boards prior to the time they would have otherwise retired in order to
facilitate the nomination of a consolidated Board for all mutual funds advised
by CSAM.
As of October 31, 2000, the Fund Complex consisted of three open-end
investment companies (DLJ Focus Funds, DLJ Opportunity Funds and DLJ Select
Funds, which were subsequently renamed Credit Suisse Warburg Pincus Capital
Funds, Credit Suisse Warburg Pincus Opportunity Funds and Credit Suisse Warburg
Pincus Select Funds, respectively) with a total of 12 series and one closed-end
investment company (DLJ High Yield Bond Fund).
Required Vote
In the election of Trustees of a Fund, the candidates receiving a
plurality of the votes cast at the meeting in person or by proxy without regard
to class or series, if a quorum is present, will be elected.
THE BOARD OF TRUSTEES OF EACH FUND
RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 2.
17
SERVICE PROVIDERS
The Funds' investment adviser and administrator under the Previous
Investment Advisory Agreements was DLJ Asset Management Group, Inc., which
maintained its principal office at 277 Park Avenue, New York, New York 10172.
The principal underwriter and distributor of the Series Funds is CSAMSI, 466
Lexington Avenue, New York, New York 10017. Under the Interim Investment
Advisory Agreements and upon the approval of the New Investment Advisory
Agreement by shareholders, the interim investment adviser of the Funds is, and
subject to the outcome of Proposal Number 1 will be, Credit Suisse Asset
Management, LLC, which maintains its principal executive office at 466 Lexington
Avenue, New York, New York 10017. During the period of the Interim Investment
Advisory Agreements and prior to February 1, 2001, CSAM provided administrative
services to the Series Funds at no cost, although CSAM was entitled to
reimbursement of the costs under the Previous and Interim Investment Advisory
Agreements from the Credit Suisse Warburg Pincus Opportunity Funds and the
Credit Suisse Warburg Pincus Select Funds, with regard to services provided to
such Series. Effective February 1, 2001, the Series Funds retained CSAMSI and
PFPC as co-administrators to the Series. As described above, however, the Series
Funds will not bear any additional cost through at least November 3, 2002 as a
result of the retention of such co-administrators.
SHAREHOLDER PROPOSALS
None of the Series Funds is required to hold annual meetings of
shareholders and none of the Boards of Trustees of the Series Funds currently
intends to hold such meetings unless shareholder action is required in
accordance with the 1940 Act or the applicable Series Fund's Agreement and
Declaration of Trust or By-laws. A shareholder proposal intended to be presented
at any meeting of shareholders of the Series Funds hereafter called must be
received by the applicable Series Fund a reasonable time before the Series
Fund's Board of Trustees' solicitation relating thereto is made in order to be
included in the applicable Fund's Proxy Statement and form of Proxy relating to
that meeting and presented at the meeting.
In the case of the DLJ High Yield Bond Fund, shareholder proposals
intended to be presented at the DLJ High Yield Bond Fund's Annual Meeting of
Shareholders in 2001 must have been received by the DLJ High Yield Bond Fund on
or before December 25, 2000 in order to be considered for inclusion in the
Fund's proxy statement and form of proxy relating to that meeting. The DLJ High
Yield Bond Fund did not receive any such proposals by such date.
In no event does the mere submission of a proposal by a shareholder
guarantee that such proposal will be included in the proxy statement because
certain rules under the federal securities laws must be complied with before
inclusion of the proposal is required.
BROKER NON-VOTES AND ABSTENTIONS
A Proxy that is properly executed and returned accompanied by instructions
to withhold authority to vote represents a broker "non-vote" (that is, a Proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary power). Abstentions and broker non-votes will be treated as shares
present but that have not voted for the purpose of determining a quorum for the
transacting of business. In the case of Proposal Number 1, abstentions and
broker non-votes will have the effect of a "no" vote because approval of the
Proposal requires an affirmative vote and abstentions and broker non-votes are
not affirmative votes. In the case of Proposal Number 2, abstentions and broker
non-votes will have no effect because approval of the Proposal requires a
plurality of the votes cast and abstentions and broker non-votes will not be
considered as votes cast.
CSAM and its affiliates have advised the Funds that they intend to vote
the shares over which they have voting power at the Meeting, including shares
that are held directly or on behalf of employees, in the manner instructed by
the customers or employees for which such shares are held.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
Each Fund will furnish, without charge, a copy of the most recent annual
and semi-annual report to shareholders of the Fund. Copies of the reports may be
obtained by contacting the Fund in writing at the address on the cover page of
this proxy statement or by calling the Fund at the toll-free number listed on
the cover page of this proxy statement.
18
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Funds.
/s/ Martin Jaffe
MARTIN JAFFE
Secretary
Dated: February 12, 2001
Shareholders who do not expect to be present at the Meeting and who wish to have
their shares voted are requested to date and sign the enclosed proxy and return
it in the enclosed envelope. No postage is required if mailed in the United
States.
19
Appendix A
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On the Record Date, January 31, 2001 for the Series and February 9, 2001 for the
DLJ High Yield Bond Fund, the shareholders set forth below beneficially owned
more than 5% of the outstanding shares of the indicated Series or Fund.
Name and Address Percent Owned
---------------- -------------
Credit Suisse Warburg Pincus
Opportunity Funds
Credit Suisse Warburg Pincus Balsa and Co.
Developing Markets Fund Reinvest 15.40%
P.O. Box 2558
Houston, TX 77252-8340
Credit Suisse Warburg Pincus Balsa and Co.
International Equity II Fund Reinvest 6.75%
P.O. Box 2558
Houston, TX 77252-8340
Donaldson, Lufkin & Jenrette Securities Corp. Inc.
Winthrop Trust Company
P.O. Box 2052 6.48%
Jersey City, NJ 07303-9998
Bankers Trust Company
Estate of Robert Winthrop
P.O. Box 9005
Church Street Station 5.52%
New York, NY 10008
Credit Suisse Warburg Pincus Chalsty Family LLC
Municipal Money Fund c/o Winthrop Trust Co.
277 Park Avenue 5.74%
New York, NY 10172
Thompson Dean
550 Park Avenue, Apt. 10E 5.27%
New York, NY 10021
Credit Suisse Warburg Pincus Protective Insurance Co.
U.S. Government Money Fund Att: Mark Bockelman
1099 N. Meridian St., Ste 700 8.42%
Indianapolis, IN, 46204
Winthrop Trust Company
Lawrence and Schloss Trustees
Grat NO 3 6.25%
277 Park Avenue
New York, NY 10172
Credit Suisse Warburg Pincus
Capital Funds
Bankers Trust Company
Credit Suisse Warburg Pincus Estate of Robert Winthrop 11.67%
Municipal Trust Fund P.O. Box 9005
Church Street Station
New York, NY 10008
A-1
The Adviser manages accounts over which it has discretionary power to vote
or dispose of securities held in such accounts and which accounts hold in the
aggregate, as of January 31, 2001 for the Series and as of February 9, 2001 for
the DLJ High Yield Bond Fund, the following:
Credit Suisse Warburg Pincus Capital Funds
- - - - - ------------------------------------------
Series Number of shares (% of total shares outstanding)
Credit Suisse Warburg Pincus Blue Chip Fund 263,579 shares (2.3%)
Credit Suisse Warburg Pincus Fixed Income II Fund 476,924 shares (3.5%)
Credit Suisse Warburg Pincus Value Fund 233,704 shares (2.1%)
Credit Suisse Warburg Pincus Municipal Trust Fund 572,009 shares (25.9%)
Credit Suisse Warburg Pincus Small Company Value Fund 1,626,676 shares (15.3%)
TOTAL 3,172,892 shares (6.5%)
Credit Suisse Warburg Pincus Opportunity Funds
- - - - - ----------------------------------------------
Series Number of shares (% of total shares outstanding)
Credit Suisse Warburg Pincus Developing Markets Fund 350,002 shares (21.6%)
Credit Suisse Warburg Pincus International Equity II Fund 1,008,154 shares (19.5%)
Credit Suisse Warburg Pincus High Income Fund 182,286 shares (12.0%)
Credit Suisse Warburg Pincus Municipal Money Fund 18,259,783 shares (26.5%)
Credit Suisse Warburg Pincus U.S. Government Money Fund 17,670,767 shares (24.3%)
TOTAL 37,470,992 shares (25.0%)
Credit Suisse Warburg Pincus Select Funds
- - - - - -----------------------------------------
Series Number of shares (% of total shares outstanding)
Credit Suisse Warburg Pincus Strategic Growth Fund 57,737 shares (7.8%)
Credit Suisse Warburg Pincus Technology Fund 99,790 shares (3.3%)
TOTAL 157,527 shares (4.2%)
DLJ High Yield Bond Fund
- - - - - ------------------------
Number of shares (% of total shares outstanding)
2,396,821 shares (5.1%)
A-2
Appendix B
FORM OF INVESTMENT ADVISORY AGREEMENT
CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS
CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS
CREDIT SUISSE WARBURG PINCUS SELECT FUNDS
DLJ HIGH YIELD BOND FUND
____________, 2001
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York
10017-3147
Dear Sirs:
Each of the Credit Suisse Warburg Pincus Capital Funds, a Massachusetts
business trust, the Credit Suisse Warburg Pincus Opportunity Funds, a Delaware
business trust, the Credit Suisse Warburg Pincus Select Funds, a Delaware
business trust (collectively, the "Series Funds"), for and on behalf of each of
their respective series listed on Annex I hereto, which may be amended from time
to time, (each, a "Series" and, collectively, the "Series"), and the DLJ High
Yield Bond Fund (the "High Yield Bond Fund"), a Delaware business trust (each, a
"Fund", and collectively, the "Funds"), herewith confirms its agreement with
Credit Suisse Asset Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
Each of the Series Funds, on behalf of their respective Series, and
the High Yield Bond Fund desires to employ the capital of such Series or Fund by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in its Agreement and Declaration of Trust, as may be
amended from time to time, and in the Funds' Prospectus(es) and Statement(s) of
Additional Information, if any, 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 Trustees of each Series or Fund. Copies of
the Funds' Prospectuses and SAIs have been or will be submitted to the Adviser.
The Funds desire to employ and hereby appoint the Adviser to act as investment
adviser to each of the Series or Funds. 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 Trustees of
each Series and Fund, the Adviser will (a) act in strict conformity with the
Funds' Agreements and Declarations of Trust, 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, (b) manage such Series' or Fund's assets in accordance
with such Series' or Fund's investment objective and policies as stated in the
Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or
Fund, (d) place purchase and sale orders for securities on behalf of such Series
or Fund, (e) exercise voting rights in respect of portfolio securities and other
investments for such Series or Fund, and (f) monitor and evaluate the services
provided by such Series' or Fund's investment sub-adviser(s), if any, under the
terms of the applicable investment sub-advisory agreement(s). In providing those
services, the Adviser will provide investment research and supervision of such
Series' or Fund's investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of such Series' or Fund's
assets. In addition, the Adviser will furnish each Series and Fund with whatever
statistical information such Series or Fund may reasonably request with respect
to the securities that such Series or Fund may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of each of the
Series Funds and where required, such Series Fund's shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide advisory
services in respect of such Series 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 such Series with the
services required to be performed by such investment sub-adviser(s) under the
applicable investment sub-advisory agreements or arranging for a successor
investment sub-adviser(s) to provide such services on terms and conditions
acceptable to such Series and the Series' Board of Trustees and subject to the
requirements of the 1940 Act.
B-1
3. Brokerage
In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments
materially affecting such Series or Fund, and will, on its own initiative,
furnish such Series or Fund from time to time with whatever information the
Adviser believes is appropriate for this purpose.
5. 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 any
Series or 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 each Fund and Series or to shareholders of
such Series or 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.
6. Compensation
In consideration of the services rendered pursuant to this
Agreement, each Series and Fund will pay the Adviser the annual fee applicable
to such Series or Fund calculated at an annual rate set forth on Annex I hereto
of such Series' or Fund's average daily net assets.
The fee for the period from the date of this Agreement to the end of
the 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 each Series' and Fund's net assets
shall be computed at the times and in the manner specified in such Series' or
Fund's Prospectus or SAI.
With respect to the Credit Suisse Warburg Pincus Capital Funds, such
fee shall be accrued daily and be payable in arrears on the last day of each
calendar month for services performed hereunder during such month. With respect
to the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse
Warburg Pincus Select Funds, such fee shall be calculated and payable monthly.
The fee for the DLJ High Yield Bond Fund shall be computed and payable monthly,
at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto,
of the average weekly value of such Fund's total assets minus the sum of accrued
liabilities (other than aggregate indebtedness constituting leverage).
7. 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.
Each Series and 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 Trustees of such Series or Fund who are not officers, directors, or
employees of the Adviser, any sub-adviser or any of their affiliates; fees of
any pricing service employed to value shares of the Series or Fund; Securities
and Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; such Series' or Fund's
proportionate share of insurance premiums; outside auditing and legal expenses;
costs of maintenance of such Series' or 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
B-2
shareholders' reports and meetings of the shareholders of such Series or Fund
and of the officers or Board of Trustees of such Series or Fund; and any
extraordinary expenses.
Each Series and Fund will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which such Series or Fund is a
party and of indemnifying officers and Trustees of such Series or Fund with
respect to such litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
Each Fund and Series 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 such Series or Fund has no objection to the Adviser
so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for such Series or Fund. In
addition, each Series and 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 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.
9. 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) (i) in the case of a Series, the
Board of Trustees of the Fund of which such Series is a part or (ii) in the case
of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of
a "majority" (as defined in the 1940 Act) of each Series' and Fund's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund,
without penalty, on 60 days' written notice, by the Board of Trustees of such
Series and Fund or by vote of holders of a majority of such Series' or 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).
10. Representation by the Fund
The Funds represent that copies of their Agreements and Declarations
of Trust, together with all amendments thereto, are on file in such state where
such Fund is registered.
11. Use of Names
The Funds recognize 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 trusts may include the name
"Warburg", "Warburg Pincus", "DLJ", "CS", "CSAM", "Credit Suisse" or "Credit
Suisse Warburg Pincus" as part of their names, and that the Adviser or its
affiliates may enter into advisory or other agreements with such other
corporations and trusts. If the Adviser ceases to act as the investment adviser
of a Series or Fund, such Series or Fund agrees that, at the Adviser's request,
such Series' or Fund's license to use the words "Warburg", "Warburg Pincus",
"DLJ", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus" will
terminate and that such Series or Fund will take all necessary action to change
the name of such Series or Fund to names not including the words "Warburg",
"Warburg Pincus", "DLJ", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg
Pincus".
12. Miscellaneous
Notice is hereby given that this Agreement is entered into on behalf
of a Fund by an officer of such Fund in his capacity as an officer and not
individually. It is understood and expressly stipulated that none of the
Trustees or shareholders of any Fund shall be personally liable hereunder.
Neither the Trustees, officers, agents nor shareholders of any Fund assume any
personal liability for obligations entered into on behalf of a Fund. All persons
dealing with a Fund must look solely to the property of such Fund for the
enforcement of any claims against such Fund.
B-3
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 WARBURG PINCUS CAPITAL FUNDS
CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS
CREDIT SUISSE WARBURG PINCUS SELECT FUNDS
DLJ HIGH YIELD BOND FUND
By: _______________________
Name:
Title:
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name:
Title:
B-4
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Annual Advisory Fee Rate
(as a percentage of
average daily net
assets of such
Series or Fund, as
Series or Fund applicable)
- - - - - ---------------------------------------------
Credit Suisse .75 of 1% of the
Warburg Pincus Blue first $100,000,000;
Chip Fund (a series .50 of 1% of the
of the Credit balance
Suisse Warburg
Pincus Capital
Funds)
- - - - - ---------------------------------------------
Credit Suisse .75 of 1% of the
Warburg Pincus first $75,000,000;
Value Fund (a .50 of 1% of the
series of the balance
Credit Suisse
Warburg Pincus
Capital Funds)
- - - - - ---------------------------------------------
Credit Suisse .875 of 1% of the
Warburg Pincus first $100,000,000;
Small Company Value .75 of 1% of the
Fund (a series of next $100,000,000,
the Credit Suisse and .625 of 1% of
Warburg Pincus the balance
Capital Funds)
- - - - - ---------------------------------------------
Credit Suisse .875 of 1% of the
Warburg Pincus first $500,000,000;
Technology Fund (a .75 of 1% of the
series of the next $500,000,000,
Credit Suisse and .625 of 1% of
Warburg Pincus the balance
Select Funds)
- - - - - ---------------------------------------------
Credit Suisse 1%
Warburg Pincus
International
Equity II Fund (a
series of the
Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ---------------------------------------------
Credit Suisse .70 of 1% of the
Warburg Pincus High first $500,000,000;
Income Fund (a .625 of 1% of the
series of the balance
Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ---------------------------------------------
Credit Suisse .40 of 1% of the
Warburg Pincus US first
Government Money $1,000,000,000; .35
Fund (a series of of 1% of the
the Credit Suisse balance
Warburg Pincus
Opportunity Funds)
- - - - - ---------------------------------------------
Credit Suisse .40 of 1% of the
Warburg Pincus first
Municipal Money $1,000,000,000; .35
Fund (a series of of 1% of the
the Credit Suisse balance
Warburg Pincus
Opportunity Funds)
- - - - - ---------------------------------------------
DLJ High Yield Bond 1% (1)
Fund
- - - - - ---------------------------------------------
(1) The fee is computed at the annual rate of 1% of the average weekly value
of the fund's total assets minus the sum of accrued liabilities (other
than aggregate indebtedness constituting leverage).
APPENDIX C
- - - - - -------------------------------------------------------------------------------------------------
Annual Advisory Fee Rate Gross Fund
(as a percentage of Gross Advisory Accounting Fees
average daily net Fees Payable Payable for
assets of such for Fiscal Year Fiscal Year
Series or Fund, as Ended October Ended October
Series or Fund applicable) 31, 2000 31, 2000(2) Total
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .75 of 1% of the $1,338,293 $88,090 $1,426,383
Warburg Pincus Blue first $100,000,000;
Chip Fund (a series .50 of 1% of the
of the Credit balance
Suisse Warburg
Pincus Capital
Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .75 of 1% of the 1,442,618 101,429 1,544,047
Warburg Pincus first $75,000,000;
Value Fund (a .50 of 1% of the
series of the balance
Credit Suisse
Warburg Pincus
Capital Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .875 of 1% of the 1,622,703 84,946 1,707,649
Warburg Pincus first $100,000,000;
Small Company Value .75 of 1% of the
Fund (a series of next $100,000,000;
the Credit Suisse .625 of 1% of the
Warburg Pincus balance
Capital Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .875 of 1% of the 208,699 56,527 265,226
Warburg Pincus first $500,000,000;
Technology Fund (a .75 of 1% of the
series of the next $500,000,000;
Credit Suisse .625 of 1% of the
Warburg Pincus balance (4)
Select Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse 1.25 of 1% of the 809,279 66,330 875,609
Warburg Pincus first $100,000,000;
International 1.15 of 1% of the
Equity II Fund (a next 100,000,000;
series of the 1% of the balance
Credit Suisse (4)(5)
Warburg Pincus
Opportunity Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .70 of 1% of the 98,962 52,474 151,436
Warburg Pincus High first $500,000,000;
Income Fund (a .625 of 1% of the
series of the balance (4)
Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .40 of 1% of the 256,602 31,226 287,828
Warburg Pincus US first
Government Money $1,000,000,000; .35
Fund (a series of of 1% of the
the Credit Suisse balance (4)
Warburg Pincus
Opportunity Funds)
- - - - - -------------------------------------------------------------------------------------------------
Credit Suisse .40 of 1% of the 223,580 29,782 253,362
Warburg Pincus first
Municipal Money $1,000,000,000; .35
Fund (a series of of 1% of the
the Credit Suisse balance (4)
Warburg Pincus
Opportunity Funds)
- - - - - -------------------------------------------------------------------------------------------------
DLJ High Yield Bond 1% (6) 4,970,092 116,801 (7) 5,086,893
Fund
- - - - - -------------------------------------------------------------------------------------------------
- - - - - -----------------------------------------------------------------------------------------------
Gross Fees Payable if New Investment
Advisory Agreement and Co-Administration
Agreements were in effect (1) Increase or Decrease
---------------------------------------------- to Gross Expense Ratio
Advisory Fee Co-Administration Total (as a percentage of average Percentage Change in
Series or Fund Fees(3) daily net assets) Fees(1)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse $1,338,293 $380,903 $1,719,196 +.13% +21%
Warburg Pincus Blue
Chip Fund (a series
of the Credit
Suisse Warburg
Pincus Capital
Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 1,442,618 439,291 1,881,909 +.13% +22%
Warburg Pincus
Value Fund (a
series of the
Credit Suisse
Warburg Pincus
Capital Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 1,622,703 349,464 1,972,167 +.13% +15%
Warburg Pincus
Small Company Value
Fund (a series of
the Credit Suisse
Warburg Pincus
Capital Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 208,699 41,740 250,439 -.06% -6%
Warburg Pincus
Technology Fund (a
series of the
Credit Suisse
Warburg Pincus
Select Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 647,423 116,536 763,959 -.17% -13%
Warburg Pincus
International
Equity II Fund (a
series of the
Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 98,962 24,034 122,996 -.20% -19%
Warburg Pincus High
Income Fund (a
series of the
Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 256,602 109,056 365,658 +.12% +27%
Warburg Pincus US
Government Money
Fund (a series of
the Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
Credit Suisse 223,580 95,022 318,602 +.12% +26%
Warburg Pincus
Municipal Money
Fund (a series of
the Credit Suisse
Warburg Pincus
Opportunity Funds)
- - - - - ----------------------------------------------------------------------------------------------------------------------------
DLJ High Yield Bond 4,970,092 116,801(7) 5,086,893 0% 0%
Fund
- - - - - ----------------------------------------------------------------------------------------------------------------------------
(1) Gross fees do not reflect CSAM's agreement to limit average annual
expenses of each Series for the two years beginning on November 3, 2000.
Consequently, it is not anticipated that there will be any increase in the
average annual operating expense ratio of each Series during that time as
a result of the retention of new co-administrators.
(2) Gross Fund Accounting Fees reflect annual fees payable for each class of
shares currently offered by each Series.
(3) Costs of accounting services are included in the Co-Administration
Agreement with PFPC.
(4) The Interim and Previous Investment Advisory Agreements permit the
investment adviser to seek reimbursement from each Fund with respect to
the Series for administrative services.
(5) On November 1, 2000, in connection with the termination of AXA Investment
as sub-adviser to the Series, the investment advisory fee was reduced to
1%.
(6) The fee is computed at the annual rate of 1% of the average weekly value
of the fund's total assets minus the sum of accrued liabilities (other
than aggregate indebtedness constituting leverage).
(7) The DLJ High Yield Bond Fund will continue its current administrative
and accounting arrangements.
C-1
Appendix D
CERTAIN INFORMATION ABOUT THE
PREVIOUS AND INTERIM INVESTMENT ADVISORY AGREEMENT
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Aggregate Percentage of
Annual Fee Amount of Aggregate
(as a Date of Commissions Brokerage
percentage of Approval of Paid to Commissions
average daily Date of Previous Affiliated Paid to
net assets of Previous Investment Fee Paid for Brokers for Affiliated
such Series or Investment Advisory Year Ended Year Ended Brokers for
Fund, as Advisory Agreement by October 31, October 31, Year Ended
Series or Fund applicable) Agreement Shareholders 2000 2000(1) October 31, 2000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .75 of 1% of June 16, 1993 June 15, 1992 $1,338,293 $7,099 5.9%
Pincus Blue Chip Fund the first
(a series of the Credit $100,000,000;
Suisse Warburg Pincus .50 of 1% of
Capital Funds) the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .75 of 1% of June 16, 1993 June 15, 1992 1,442,618 48,557 10.6
Pincus Value Fund (a the first
series of the Credit $75,000,000;
Suisse Warburg Pincus .50 of 1% of
Capital Funds) the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .875 of 1% of June 16, 1993 June 15, 1992 1,622,703 4,108 1.4
Pincus Small Company the first
Value Fund (a series $100,000,000;
of the Credit Suisse .75 of 1% of
Warburg Pincus Capital the next
Funds) $100,000,000;
.625 of 1%
of the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .875 of 1% of July 15, 1999 November 17, 208,699 0 0
Pincus Technology Fund the first 1999
(a series of the Credit $500,000,000;
Suisse Warburg Pincus .750 of 1% of
Select Funds) the next
$500,000,000;
.625 of 1%
of the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg 1.25% of the September 1, August 23, 1995 809,279 0 0
Pincus International first 1995
Equity II Fund (a series $100,000,000;
of the Credit Suisse 1.15% of the
Warburg Pincus next
Opportunity Funds) $100,000,000;
1% of the
balance(2)
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .70 of 1% of February 23, February 22, 98,962 1,563 100
Pincus High Income Fund the first 1999 1999
(a series of the Credit $500,000,000;
Suisse Warburg Pincus .625 of 1% of
Opportunity Funds) the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .40 of 1% of October 22, January 24, 256,602 0 0
Pincus US Government the first 1996 1997
Money Fund (a series $1,000,000,000;
of the Credit Suisse .35 of 1% of
Warburg Pincus the balance
Opportunity Funds)
- - - - - --------------------------------------------------------------------------------------------------------------------------------
D-1
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Aggregate Percentage of
Annual Fee Amount of Aggregate
(as a Date of Commissions Brokerage
percentage of Approval of Paid to Commissions
average daily Date of Previous Affiliated Paid to
net assets of Previous Investment Fee Paid for Brokers for Affiliated
such Series or Investment Advisory Year Ended Year Ended Brokers for
Fund, as Advisory Agreement by October 31, October 31, Year Ended
Series or Fund applicable) Agreement Shareholders 2000 2000 October 31, 2000
- - - - - --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse Warburg .40 of 1% of October 22, January 24, 223,580 0 0
Pincus Municipal Money the first 1996 1997
Fund (a series of the $1,000,000,000;
Credit Suisse Warburg .35 of 1% of
Pincus Opportunity Funds) the balance
- - - - - --------------------------------------------------------------------------------------------------------------------------------
DLJ High Yield Bond Fund 1%(3) July 27, 1998 July 16, 1998 4,970,092 37,700 100
- - - - - --------------------------------------------------------------------------------------------------------------------------------
- - - - - ----------
(1) Commissions to affiliated brokers were paid to Donaldson, Lufkin &
Jenrette Securities Corporation and Autranet, Inc., both affiliated
because of their common control with the Funds' previous investment
adviser, DLJAM.
- - - - - ----------
(2) On November 1, 2000, this fee was reduced to 1% and the fee paid for the
year ended October 31, 2000 would have been $647,423 under the new fee
rate.
- - - - - ----------
(3) The fee for the DLJ High Yield Bond Fund is computed at the annual rate of
1% of the average weekly value of the fund's total assets minus the sum of
accrued liabilities (other than aggregate indebtedness constituting
leverage).
D-2
Appendix E
AGREEMENTS BY CSAM TO
CAP FUND EXPENSES THROUGH OCTOBER 31, 2001 OR
OCTOBER 31, 2002
- - - - - --------------------------------------------------------------------------------
Maximum Average Annual Expenses (as a
percentage of average daily net
Series assets)
- - - - - --------------------------------------------------------------------------------
Credit Suisse Warburg Pincus High Class A 1.10%
Income Fund Class B 1.85%
(October 31, 2001) Class C 1.85%
Class D 0.85%
Common Class 1.10%
- - - - - --------------------------------------------------------------------------------
Credit Suisse Warburg Pincus Class A 2.15%
International Equity II Fund Class B 2.90%
(October 31, 2001) Class C 2.90%
Class D 1.90%
Common Class 2.15%
- - - - - --------------------------------------------------------------------------------
Credit Suisse Warburg Pincus Municipal 0.90%
Money Fund
(October 31, 2001)
- - - - - --------------------------------------------------------------------------------
Credit Suisse Warburg Pincus U.S. 0.90%
Government Money Fund
(October 31, 2001)
- - - - - --------------------------------------------------------------------------------
Credit Suisse Warburg Pincus Class A 1.39%
Technology Fund Class B 2.14%
(October 31, 2002) Class C 2.14%
Class D 1.14%
Common Class 1.39%
- - - - - --------------------------------------------------------------------------------
E-1
Appendix F
Credit Suisse Warburg Pincus Blue Chip Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-------------------------------------------------------------
Previous Investment Advisory Agreement
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.61% 0.61% 0.61% 0.61% 0.61%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.24% 0.24% 0.24% 0.24% 0.24%
-------------------------------------------------------------
Total Annual
Operating Expenses 1.10% 1.85% 1.85% 0.85% 1.10%
=============================================================
-------------------------------------------------------------
Series Pro Forma
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.61% 0.61% 0.61% 0.61% 0.61%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.37% 0.37% 0.37% 0.37% 0.37%
-------------------------------------------------------------
Total Annual
Operating Expenses 1.23% 1.98% 1.98% 0.98% 1.23%
=============================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 681 $ 588 $ 288 $ 87 $ 112
After 3 years $ 905 $ 782 $ 582 $ 271 $ 350
After 5 years $1,146 $1,001 $1,001 $ 471 $ 606
After 10 years $1,838 $1,973 $2,169 $1,049 $1,340
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 693 $ 601 $ 301 $ 100 $ 125
After 3 years $ 943 $ 821 $ 621 $ 312 $ 390
After 5 years $1,212 $1,068 $1,068 $ 542 $ 676
After 10 years $1,978 $2,113 $2,306 $1,201 $1,489
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 188 $ 188 n/a n/a
After 3 years n/a $ 582 $ 582 n/a n/a
After 5 years n/a $1,001 $1,001 n/a n/a
After 10 years n/a $1,973 $2,169 n/a n/a
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 201 $ 201 n/a n/a
After 3 years n/a $ 621 $ 621 n/a n/a
After 5 years n/a $1,068 $1,068 n/a n/a
After 10 years n/a $2,113 $2,306 n/a n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to limit average annual fund operating expenses
of the Series for the two years beginning on November 3, 2000. Consequently, it
is not anticipated that there will be any increase in the average annualized
fund operating expense ratio of the Series during that period as a result of the
retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-1
Credit Suisse Warburg Pincus Value Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-------------------------------------------------------------
Previous Investment Advisory Agreement
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.58% 0.58% 0.58% 0.58% 0.58%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.22% 0.22% 0.22% 0.22% 0.22%
-------------------------------------------------------------
Total Annual
Operating Expenses 1.05% 1.80% 1.80% 0.80% 1.05%
=============================================================
-------------------------------------------------------------
Series Pro Forma
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.58% 0.58% 0.58% 0.58% 0.58%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.35% 0.35% 0.35% 0.35% 0.35%
-------------------------------------------------------------
Total Annual
Operating Expenses 1.18% 1.93% 1.93% 0.93% 1.18%
=============================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 676 $ 583 $ 283 $ 82 $ 107
After 3 years $ 890 $ 766 $ 566 $ 255 $ 334
After 5 years $1,121 $ 975 $ 975 $ 444 $ 579
After 10 years $1,784 $1,919 $2,116 $ 990 $1,283
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 688 $ 596 $ 296 $ 95 $ 120
After 3 years $ 928 $ 806 $ 606 $ 296 $ 375
After 5 years $1,187 $1,042 $1,042 $ 515 $ 649
After 10 years $1,924 $2,059 $2,254 $1,143 $1,432
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 183 $ 183 n/a n/a
After 3 years n/a $ 566 $ 566 n/a n/a
After 5 years n/a $ 975 $ 975 n/a n/a
After 10 years n/a $1,919 $2,116 n/a n/a
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 196 $ 196 n/a n/a
After 3 years n/a $ 606 $ 606 n/a n/a
After 5 years n/a $1,042 $1,042 n/a n/a
After 10 years n/a $2,059 $2,254 n/a n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to limit average annual fund operating expenses
of the Series for the two years beginning on November 3, 2000. Consequently, it
is not anticipated that there will be any increase in the average annualized
fund operating expense ratio of the Series during that period as a result of the
retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-2
Credit Suisse Warburg Pincus Small Company Value Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the New
Co-Administration Agreement.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
---------------------------------------------------
Previous Investment Advisory Agreement
---------------------------------------------------
Class A Class B Class C Common Class
---------------------------------------------------
Management Fee 0.81% 0.81% 0.81% 0.81%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.25%
Other Expenses 0.29% 0.29% 0.29% 0.29%
---------------------------------------------------
Total Annual
Operating Expenses 1.35% 2.10% 2.10% 1.35%
===================================================
---------------------------------------------------
Series Pro Forma
---------------------------------------------------
Class A Class B Class C Common Class
---------------------------------------------------
Management Fee 0.81% 0.81% 0.81% 0.81%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.25%
Other Expenses 0.42% 0.42% 0.42% 0.42%
---------------------------------------------------
Total Annual
Operating Expenses 1.48% 2.23% 2.23% 1.48%
===================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------
After 1 year $ 705 $ 613 $ 313 $ 137
After 3 years $ 978 $ 858 $ 658 $ 428
After 5 years $1,272 $1,129 $1,129 $ 739
After 10 years $2,105 $2,431 $2,431 $1,624
-----------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-----------------------------------------------------
After 1 year $ 717 $ 626 $ 326 $ 151
After 3 years $1,016 $ 897 $ 697 $ 468
After 5 years $1,336 $1,195 $1,195 $ 808
After 10 years $2,242 $2,376 $2,565 $1,768
---------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
--------------------------------------------------------
After 1 year n/a $ 213 $ 213 n/a
After 3 years n/a $ 658 $ 658 n/a
After 5 years n/a $1,129 $1,129 n/a
After 10 years n/a $2,240 $2,431 n/a
---------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
---------------------------------------------------------
After 1 year n/a $ 226 $ 226 n/a
After 3 years n/a $ 697 $ 697 n/a
After 5 years n/a $1,195 $1,195 n/a
After 10 years n/a $2,376 $2,565 n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to limit average annual fund operating expenses
of the Series for the two years beginning on November 3, 2000. Consequently, it
is not anticipated that there will be any increase in the average annualized
fund operating expense ratio of the Series during that period as a result of the
retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-3
Credit Suisse Warburg Pincus Technology Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-------------------------------------------------------------
Previous Investment Advisory Agreement
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.88% 0.88% 0.88% 0.88% 0.88%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 1.09% 1.09% 1.09% 1.09% 1.09%
-------------------------------------------------------------
Total Annual
Operating Expenses 2.22% 2.97% 2.97% 1.97% 2.22%
=============================================================
-------------------------------------------------------------
Series Pro Forma
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.88% 0.88% 0.88% 0.88% 0.88%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 1.03% 1.03% 1.03% 1.03% 1.03%
------------------------------------------------------------
Total Annual
Operating Expenses 2.16% 2.91% 2.91% 1.91% 2.16%
=============================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 787 $ 700 $ 400 $ 200 $ 225
After 3 years $1,229 $1,118 $ 918 $ 618 $ 694
After 5 years $1,696 $1,562 $1,562 $1,062 $1,190
After 10 years $2,982 $3,110 $3,290 $2,296 $2,554
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 781 $ 694 $ 394 $ 194 $ 219
After 3 years $1,212 $1,101 $ 901 $ 600 $ 676
After 5 Years $1,668 $1,533 $1,533 $1,032 $1,159
-------------------------------------------------------------
After 10 Years $2,925 $3,052 $3,233 $2,233 $2,493
=============================================================
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 300 $ 300 n/a n/a
After 3 years n/a $ 918 $ 918 n/a n/a
After 5 years n/a $1,562 $1,562 n/a n/a
After 10 years n/a $3,110 $3,290 n/a n/a
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 294 $ 294 n/a n/a
After 3 years n/a $ 901 $ 901 n/a n/a
After 5 years n/a $1,533 $1,533 n/a n/a
After 10 years n/a $3,052 $3,233 n/a n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average
annual operating expenses until October 31, 2002 and CSAM's agreement to limit
average annual fund operating expenses of the Series for the two years beginning
on November 3, 2000. Consequently, it is not anticipated that there will be any
increase in the average annualized fund operating expense ratio of the Series
during that period as a result of the retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-4
Credit Suisse Warburg Pincus International Equity II Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-------------------------------------------------------------
Previous Investment Advisory Agreement
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 1.25% 1.25% 1.25% 1.25% 1.25%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.53% 0.53% 0.53% 0.53% 0.53%
-------------------------------------------------------------
Total Annual
Operating Expenses 2.03% 2.78% 2.78% 1.78% 2.03%
=============================================================
-------------------------------------------------------------
Series Pro Forma
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 0.61% 0.61% 0.61% 0.61% 0.61%
-------------------------------------------------------------
Total Annual
Operating Expenses 1.86% 2.61% 2.61% 1.61% 1.86%
=============================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 769 $ 681 $ 381 $ 181 $ 206
After 3 years $1,175 $1,062 $ 862 $ 560 $ 637
After 5 years $1,605 $1,469 $1,469 $ 964 $1,093
After 10 years $2,798 $2,926 $3,109 $2,095 $2,358
------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
------------------------------------------------------------
After 1 year $ 753 $ 664 $ 364 $ 164 $ 189
After 3 years $1,126 $1,011 $ 811 $ 508 $ 585
After 5 years $1,523 $1,385 $1,385 $ 876 $1,006
After 10 years $2,629 $2,759 $2,944 $1,911 $2,180
============================================================
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
End of Period
-------------------------------------------------------------
After 1 year n/a $ 281 $ 281 n/a n/a
After 3 years n/a $ 862 $ 862 n/a n/a
After 5 years n/a $1,469 $1,469 n/a n/a
After 10 years n/a $2,926 $3,109 n/a n/a
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
End of Period
-------------------------------------------------------------
After 1 year n/a $ 264 $ 264 n/a n/a
After 3 years n/a $ 811 $ 811 n/a n/a
After 5 years n/a $1,385 $1,385 n/a n/a
After 10 years n/a $2,759 $2,944 n/a n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average
annual operating expenses until October 31, 2001 and CSAM's agreement to limit
average annual fund operating expenses of the Series for the two years beginning
on November 3, 2000. Consequently, it is not anticipated that there will be any
increase in the average annualized fund operating expense ratio of the Series
during that period as a result of the retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-5
Credit Suisse Warburg Pincus High Income Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-------------------------------------------------------------
Previous Investment Advisory Agreement
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.70% 0.70% 0.70% 0.70% 0.70%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 1.73% 1.73% 1.73% 1.73% 1.73%
-------------------------------------------------------------
Total Annual
Operating Expenses 2.68% 3.43% 3.43% 2.43% 2.68%
=============================================================
-------------------------------------------------------------
Series Pro Forma
-------------------------------------------------------------
Class A Class B Class C Class D Common Class
-------------------------------------------------------------
Management Fee 0.70% 0.70% 0.70% 0.70% 0.70%
Distribution (12b-1)
and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25%
Other Expenses 1.53% 1.53% 1.53% 1.53% 1.53%
-------------------------------------------------------------
Total Annual
Operating Expenses 2.48% 3.23% 3.23% 2.23% 2.48%
=============================================================
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 733 $ 746 $ 446 $ 246 $ 271
After 3 years $1,268 $1,253 $1,053 $ 758 $ 832
After 5 years $1,827 $1,784 $1,784 $1,296 $1,420
After 10 years $3,344 $3,539 $3,712 $2,766 $3,012
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and Redemption
at End of Period
-------------------------------------------------------------
After 1 year $ 714 $ 726 $ 426 $ 226 $ 251
After 3 years $1,211 $ 995 $ 995 $ 697 $ 773
After 5 years $1,733 $1,688 $1,688 $1,195 $1,321
After 10 years $3,157 $3,355 $3,531 $2,565 $2,816
=============================================================
-------------------------------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 346 $ 346 n/a n/a
After 3 years n/a $1,053 $1,053 n/a n/a
After 5 years n/a $1,784 $1,784 n/a n/a
After 10 years n/a $3,539 $3,712 n/a n/a
-------------------------------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends and No Redemption
at End of Period
-------------------------------------------------------------
After 1 year n/a $ 326 $ 326 n/a n/a
After 3 years n/a $ 995 $1,195 n/a n/a
After 5 years n/a $1,688 $1,688 n/a n/a
After 10 years n/a $3,355 $3,531 n/a n/a
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average
annual operating expenses until October 31, 2001 and CSAM's agreement to limit
average annual fund operating expenses of the Series for the two years beginning
on November 3, 2000. Consequently, it is not anticipated that there will be any
increase in the annualized fund operating expense ratio of the Series during
that period as a result of the retention of new co-administrators.
** Ten year figures assume conversion of Class B shares to Class A shares at the
end of the eighth year following the date of purchases. Purchases of Class A
shares of less than $1,000,000, Class D shares and Common Class shares are not
subject to a CDSC and therefore expenses paid will remain unaffected by
redemption.
F-6
Credit Suisse Warburg Pincus U.S. Government Money Fund and Credit Suisse
Warburg Pincus Municipal Money Fund
The following tables describe the fees and expenses (before reimbursements
and/or waivers) that you may pay if you buy and hold shares of the Series listed
above. The first table describes fees and expenses under the Previous Investment
Advisory Agreement and related service arrangements. Series Pro Forma describes
fees and expenses under the New Investment Advisory Agreement and the new
Co-Administration Agreements.
Annual Fund Operating Expenses
(Expenses that are Deducted from
Series Assets -- Before
Reimbursements and/or Waivers)*
-----------------------------------------
Previous Investment Advisory Agreement
-----------------------------------------
U.S. Government Municipal
Money Fund Money Fund
-----------------------------------------
Management Fee 0.40% 0.40%
Distribution (12b-1)
and Service Fees 0.25% 0.25%
Other Expenses 0.34% 0.34%
-----------------------------------------
Total Annual
Operating Expenses 0.99% 0.99%
============ ==============
-----------------------------------------
Series Pro Forma
-----------------------------------------
Management Fee 0.40% 0.40%
Distribution (12b-1)
and Service Fees 0.25% 0.25%
Other Expenses 0.46% 0.46%
-----------------------------------------
Total Annual
Operating Expenses 1.11% 1.11%
============ ==============
These Examples are intended to help you compare the cost of investing in the
Series with the cost of investing in other mutual funds. The first examples
describe costs under the Previous Investment Advisory Agreement and related
service agreements. Series Pro Forma examples describe costs under the New
Investment Advisory Agreement and new Co-Administration Agreements.
The Examples assume that you invest $10,000 in the Series for the time period
indicated and the Series returns 5% annually. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
Examples**
-----------------------------------------
Previous Investment Advisory Agreement
Assuming Reinvestment of all Dividends
-----------------------------------------
After 1 year $ 101 $ 101
After 3 years $ 315 $ 315
After 5 years $ 547 $ 547
After 10 years $ 1,213 $ 1,213
-----------------------------------------
Series Pro Forma
Assuming Reinvestment of all Dividends
-----------------------------------------
After 1 year $ 113 $ 113
After 3 years $ 353 $ 353
After 5 years $ 612 $ 612
After 10 years $ 1,352 $ 1,352
* Annual operating expenses of the Series before reimbursements and/or waivers
do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average
annual operating expenses until October 31, 2001 and CSAM's agreement to limit
average annual fund operating expenses of the Series for the two years beginning
on November 3, 2000. Consequently, it is not anticipated that there will be any
increase in the average annualized fund operating expense ratio of the Series
during that period as a result of the retention of new co-administrators.
** Shares purchased directly into either the U.S. Government Money Fund or the
Municipal Money Fund will not be subject to a CDSC and therefore expenses paid
will remain unaffected by redemption.
F-7
Appendix G
NAME CHANGES OF THE CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS
- - - - - -----------------------------------------------------------------------------------------------------------
Previous Fund or Series Name New Name of Fund or Series
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Focus Funds Credit Suisse Warburg Pincus Capital Funds
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Core Equity Fund (a series of the DLJ Credit Suisse Warburg Pincus Blue Chip
Focus Funds) Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Growth and Income Fund (a series of the Credit Suisse Warburg Pincus Value Fund
DLJ Focus Funds)
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Small Company Value Fund (a series of Credit Suisse Warburg Pincus Small
the DLJ Focus Funds) Company Value Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Opportunity Funds Credit Suisse Warburg Pincus Opportunity Funds
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ International Equity Fund (a series of Credit Suisse Warburg Pincus
the DLJ Opportunity Funds) International Equity II Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ High Income Fund (a series of the DLJ Credit Suisse Warburg Pincus High Income
Opportunity Funds) Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ U.S. Government Money Fund (a series of Credit Suisse Warburg Pincus U.S.
the DLJ Opportunity Funds) Government Money Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Municipal Money Fund (a series of the Credit Suisse Warburg Pincus Municipal
DLJ Opportunity Funds) Money Fund
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Select Funds Credit Suisse Warburg Pincus Select Funds
- - - - - -----------------------------------------------------------------------------------------------------------
DLJ Technology Fund (a series of the DLJ Credit Suisse Warburg Pincus Technology
Select Funds) Fund
- - - - - -----------------------------------------------------------------------------------------------------------
G-1
Appendix H
CERTAIN INFORMATION ABOUT THE
NEW ADVISER AND CREDIT SUISSE GROUP
General
CSAM is an indirect wholly-owned U.S. subsidiary of Credit Suisse.
Credit Suisse is a global financial services company, providing a comprehensive
range of banking and insurance products. Active on every continent and in all
major financial centers, Credit Suisse comprises five business units -- Credit
Suisse Asset Management (asset management), of which CSAM is a member; Credit
Suisse First Boston (investment banking); Credit Suisse Private Banking (private
banking); Credit Suisse (retail banking); and Winterthur (insurance). Credit
Suisse has approximately $680 billion of global assets under management and
employs approximately 62,000 people worldwide. The principal business address of
Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland. Credit Suisse
Asset Management companies managed approximately $93 billion in the U.S. and
$298 billion globally, as of December 31, 2000.
CSAM's sole member is CSAM Americas Holding Corp. located at 466
Lexington Avenue, New York, New York 10017, 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.
- - - - - ----------------------------------------------------------------------------------------------------------------------
Name Position with CSAM and Principal Occupation
- - - - - ----------------------------------------------------------------------------------------------------------------------
James P. McCaughan Chief Executive Officer, Managing Director and Chairman of the Management
Committee
- - - - - ----------------------------------------------------------------------------------------------------------------------
G. Moffett Cochran President, Managing Director and Member of the Management Committee
- - - - - ----------------------------------------------------------------------------------------------------------------------
Martin Jaffe Chief Financial 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 Head of Emerging Growth Group, Managing Director and Member of the
Management Committee
- - - - - ----------------------------------------------------------------------------------------------------------------------
Christopher F. Corapi Head of Equity Research, Managing Director and Member of the Management
Committee
- - - - - ----------------------------------------------------------------------------------------------------------------------
Sheila Scott Managing Director and Member of the Management Committee
- - - - - ----------------------------------------------------------------------------------------------------------------------
H-1
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.
- - - - - ----------------------------------------------------------------------------------------------------------
Contractual
Advisory Fee
Net Assets of
CSAM Managed (as a
Similar Fund as percentage
of 10/31/00 of average
Credit Suisse Warburg Similar Fund daily net
Pincus Mutual Fund Currently Managed by CSAM (in dollars) assets) Fee Waiver
- - - - - ----------------------------------------------------------------------------------------------------------
Open-End Funds
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Credit Suisse Institutional U.S. 62,047,229 0.750 Yes
Pincus Blue Chip Fund Core Equity Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Credit Suisse Institutional Fund - 3,106,285 0.750 Yes
Pincus Value Fund Value Portfolio
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus Value Fund 297,489,922 0.750 No
Pincus Value Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus Trust Value Portfolio 23,482,814 0.750 Yes
Pincus Value Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus High Yield Fund 107,574,751 0.700 Yes
Pincus High Income Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Credit Suisse Institutional 454,624,919 0.800 No
Pincus International International Growth Fund
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Credit Suisse Institutional Fund - 355,887,385 0.800 Yes
Pincus International International Equity Portfolio
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus International Equity 856,197,480 1.000 No
Pincus International Fund
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus Trust International 539,625,551 1.000 No
Pincus International Equity Portfolio
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Warburg Pincus Small Company Value 25,353,176 1.000 Yes
Pincus Small Company Fund
Value Fund
- - - - - ----------------------------------------------------------------------------------------------------------
- - - - - ----------------------------------------------------------------------------------------------------------
Sub-Advised Funds
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Jefferson Pilot Value Portfolio 80,109,296 0.500 No
Pincus Value Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Variable Investor Series Trust - 21,528,034 0.500 No
Pincus Value Fund Growth and Income
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg CNI High Yield Bond Portfolio (1) 10,674,943 0.500 No
Pincus High Income Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg SEI Variable Trust Product - High 9,995,648 0.280 No
Pincus High Income Fund Yield Bond Portfolio
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Touchstone International Equity 12,951,018 0.850 No
Pincus International Fund (2)
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
H-2
- - - - - ----------------------------------------------------------------------------------------------------------
Contractual
Advisory Fee
Net Assets of
CSAM Managed (as a
Similar Fund as percentage
of 10/31/00 of average
Credit Suisse Warburg Similar Fund daily net
Pincus Mutual Fund Currently Managed by CSAM (in dollars) assets) Fee Waiver
- - - - - ----------------------------------------------------------------------------------------------------------
Credit Suisse Warburg Touchstone International Equity 33,344,618 0.850 No
Pincus International Fund II (2)
Equity II Fund
- - - - - ----------------------------------------------------------------------------------------------------------
Notes:
(1) 0.50% on the first $30 million and 0.40% on the excess.
(2) 0.85% on the first $30 million, 0.80% on the next $20 million, 0.70% on
the next $20 million and 0.60% on the excess.
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. 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 or the size of the position obtained or sold for a Fund. To the extent
permitted by law, securities may be aggregated
H-3
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, CSAMSI and affiliates of Credit Suisse. A Fund may utilize CSFB, CSAMSI or
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, CSAMSI or Credit Suisse First Boston ("CS First Boston") 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.
H-4
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
DLJ HIGH YIELD BOND FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the DLJ High |_| |_| |_|
Yield Bond Fund permitting Credit Suisse
Asset Management, LLC to continue as
investment adviser.
2. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof.
RECORD DATE SHARES:
- - - - - --------------------------------------------------------------------------------
DLJ HIGH YIELD BOND FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS MUNICIPAL MONEY FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus Municipal
Money Fund permitting Credit Suisse
Asset Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS MUNICIPAL MONEY FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS U.S. GOVERNMENT MONEY FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus U.S. Government
Money Fund permitting Credit Suisse
Asset Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS U.S. GOVERNMENT MONEY FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS BLUE CHIP FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus Blue Chip Fund
permitting Credit Suisse Asset Fund
Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS BLUE CHIP FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS SMALL COMPANY VALUE FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus Small Company
Value Fund permitting Credit Suisse
Asset Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS SMALL COMPANY VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS INTERNATIONAL EQUITY II FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus International
Equity II Fund permitting Credit Suisse
Asset Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS INTERNATIONAL EQUITY II FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS HIGH INCOME FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus High Income
Fund permitting Credit Suisse Asset
Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS HIGH INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS VALUE FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus Value Fund
permitting Credit Suisse Asset
Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- - - - - --------------------------------------------------------------------------------
CREDIT SUISSE WARBURG PINCUS TECHNOLOGY FUND
- - - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
VOTE THIS CARD TODAY
By mail; phone (1-800-290-6424); fax (212-269-2796); or
online at www.warburg.com (click on the proxy button)
---------------
Please be sure to sign and date this Proxy. Date
- - - - - --------------------------------------------------------------------------------
- - - - - ------Shareholder sign here----------------------Co-owner sign here (if any)----
- - - - - --------------------------------------------------------------------------------
1. To approve a new investment advisory For Against Abstain
agreement as it relates to the Credit |_| |_| |_|
Suisse Warburg Pincus Technology
Fund permitting Credit Suisse Asset
Management, LLC to continue as
investment adviser.
2. To elect seven Trustees of the Credit Suisse Warburg Pincus Select
Funds.
For All With- For All
(01) Richard H. Francis (05) James G. Pasman Nominees hold Except
(02) Jack W. Fritz (06) William W. Priest |_| |_| |_|
(03) Jeffrey E. Garten (07) Steven N. Rappaport
(04) Peter F. Krogh
Instructions: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted For the remaining
nominee(s).
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
In their discretion, the proxies named on the reverse side of this card
are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment or adjournments thereof, and for the
election of a person to serve as trustee if any of the above nominees are
unable to serve.
RECORD DATE SHARES:
CREDIT SUISSE WARBURG PINCUS TECHNOLOGY FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
(i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its
following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit
Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus
International Equity II Fund and the Credit Suisse Warburg Pincus U.S.
Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with
respect to its following series: the Credit Suisse Warburg Pincus Blue Chip
Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit
Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select
Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series;
and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00
a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse
Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select
Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. Each of the series listed above is referred to
as a "Series" and collectively as the "Series" and each of the Credit Suisse
Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital
Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond
Fund is referred to as a "Fund" and collectively as the "Funds."
I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the
full power of substitution, as proxies for the undersigned to vote the shares of
the Series and/or Fund as to which I am entitled to vote, as shown on the
reverse side, at the Meeting and any and all adjournments thereof. I hereby
revoke any and all proxies with respect to such shares previously given by me
and acknowledge receipt of the February 12, 2001 Proxy Statement.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE
CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL.
- - - - - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - - - - --------------------------------------------------------------------------------