-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ndt5M12cK7VK9WKhVDrDRvACIrpsTJkDw0HcwEyrGLFC5xgELVdzuvJOTbsg/O76 vSr3/jihHUwo5E0YC9Om3Q== 0000891804-02-001400.txt : 20020726 0000891804-02-001400.hdr.sgml : 20020726 20020726161922 ACCESSION NUMBER: 0000891804-02-001400 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020726 FILED AS OF DATE: 20020726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND INC CENTRAL INDEX KEY: 0001067466 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08933 FILM NUMBER: 02712232 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2127166081 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 FORMER COMPANY: FORMER CONFORMED NAME: WARBURG PINCUS INTERNATIONAL GROWTH FUND INC DATE OF NAME CHANGE: 19980804 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE INSTITUTIONAL INTERNATIONAL GROWTH FUND INC DATE OF NAME CHANGE: 20000516 PRE 14A 1 file002.txt CS INSTITUTIONAL INTERNATIONAL FUND SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a12 CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: CREDIT SUISSE EMERGING MARKETS FUND, INC. CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC. CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC. CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC. CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC. CREDIT SUISSE INSTITUTIONAL FUND, INC. (International Focus Portfolio Only) CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC. CREDIT SUISSE JAPAN GROWTH FUND, INC. CREDIT SUISSE OPPORTUNITY FUNDS (International Fund Only) CREDIT SUISSE TRUST (Emerging Markets, Global Post-Venture Capital, Global Technology and International Focus Portfolios Only) THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. 466 Lexington Avenue New York, New York 10017-3147 YOUR VOTE IS IMPORTANT Dear Shareholder: Very recently, your Fund's shareholders approved the United Kingdom and Japanese affiliates of Credit Suisse Asset Management, LLC ("CSAM") as sub-investment adviser to your fund (except the Credit Suisse Emerging Markets Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc. for which those affiliates do not act as sub-advisor). We thank you for your vote. Another affiliate of CSAM -- Credit Suisse Asset Management (Australia) Limited -- now has the needed SEC registration to also provide investment advice to your fund, so your vote is needed again. The governing Board of Directors or Trustees, as the case may be (the "Board"), of each fund listed above (each, a "Fund" and together, the "Funds") has recently reviewed and unanimously endorsed a proposal to retain the Australian affiliate of CSAM ("CSAM Australia") as sub-investment adviser to the Fund (or one or more of its portfolios named above). We are pleased to invite you to attend a Special Meeting of Shareholders (the "Meeting") to consider the approval of a sub-investment advisory agreement with CSAM Australia. PLEASE NOTE THAT THIS PROXY IS FOR THE APPROVAL OF CSAM AUSTRALIA AS A SUB-INVESTMENT ADVISER AND NOT OF CSAM'S AFFILIATES IN THE UNITED KINGDOM OR JAPAN, WHICH WERE APPROVED IN MAY 2002. SEPARATE APPROVAL IS NEEDED HERE, EVEN IF YOU RECENTLY VOTED ON THE OTHER CSAM AFFILIATES. Each Fund's Board and CSAM, the investment adviser to each Fund (or portfolio), believes that the retention of CSAM Australia is in the best interest of shareholders. The governing Board of each Fund has determined that retention of CSAM Australia will enable each Fund to capitalize on that firm's investment expertise. SINCE THE SUB-ADVISORY FEES FOR CSAM AUSTRALIA WILL BE PAID BY CSAM, THE PROPOSAL WILL NOT RESULT IN ANY INCREASE OF THE FEES OR EXPENSES OTHERWISE INCURRED BY SHAREHOLDERS. The costs associated with this proxy are being paid for by CSAM and its affiliates and not by any Fund or shareholder. THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT THE PROPOSAL DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR THE PROPOSAL. Detailed information about the proposal may be found in the attached Joint Proxy Statement. You are entitled to vote at the Meeting and any adjournments thereof if you owned shares of the Fund (or portfolio) at the close of business on _____, 2002. If you attend the Meeting, you may vote your shares in person. If you do not expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage paid envelope. For all of the Funds, except The Emerging Markets Telecommunications Fund, Inc., if you prefer, you can fax the proxy card to D.F. King & Co., Inc., the Funds' proxy solicitor, Attn: Dominic F. Maurillo, at 1-212-269-2796. We also encourage you to vote by telephone or through the Internet. Proxies may be voted by telephone by calling 1-800-714-3312 between the hours of 9:00 a.m. and 10:00 p.m. (Eastern time) or through the Internet using the Internet address located on your proxy card. Shareholders of The Emerging Markets Telecommunications Fund may only vote by mail or in person at the Meeting. Voting by fax, telephone or through the Internet will reduce the time and costs associated with the proxy solicitation. When a Fund records proxies by telephone or through the Internet, it will use reasonable procedures designed to: (i) authenticate shareholders' identities, (ii) allow shareholders to authorize the voting of their shares in accordance with their instructions and (iii) confirm that their instructions have been properly recorded. Whichever voting method you use, please read the full text of the Proxy Statement before you vote. If you have any questions regarding the proposal, please feel free to call D.F. ing & Co., Inc. at 1-800-714-3312, except that shareholders of The Emerging Markets Telecommunications Fund, Inc. should contact its proxy solicitor, Georgeson Shareholder Communications, Inc, at 1-800-_____. IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY. Respectfully, /s/ Hal Liebes Hal Liebes Senior Vice President of The Emerging Markets Telecommunications Fund, Inc. Vice President and Secretary of each other Fund 3 INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: Registration Valid Signatures Corporate Accounts (1) ABC Corp. ............................ ABC Corp. (2) ABC Corp. ............................ John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer .............. John Doe (4) ABC Corp. Profit Sharing Plan ........ John Doe, Trustee Trust Accounts (1) ABC Trust ............................ Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 ....................... Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA ........ John B. Smith (2) John B. Smith ........................ John B. Smith, Jr., Executor 4 CREDIT SUISSE EMERGING MARKETS FUND, INC. CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC. CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC. CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC. CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC. CREDIT SUISSE INSTITUTIONAL FUND, INC. (International Focus Portfolio Only) CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC. CREDIT SUISSE JAPAN GROWTH FUND, INC. CREDIT SUISSE OPPORTUNITY FUNDS (International Fund Only) CREDIT SUISSE TRUST (Emerging Markets, Global Post-Venture Capital, Global Technology and International Focus Portfolios Only) THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. 466 Lexington Avenue New York, New York 10017-3147 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS _____, 2002 Dear Shareholders: Please take notice that a Special Meeting of Shareholders of each fund listed above (each, a "Fund" and collectively, the "Funds") will be held jointly on _____, 2002, at __ p.m., Eastern Time, at the offices of the Funds, 466 Lexington Avenue, New York, New York 10017-3147, for the following purpose: PROPOSAL: To approve a Sub-Investment Advisory Agreement among each Fund (or portfolio(s) thereof), Credit Suisse Asset Management, LLC and Credit Suisse Asset Management (Australia) Limited ("CSAM Australia"). The Board of Directors or Trustees, as the case may be, of each Fund unanimously recommends that shareholders vote in favor of the proposal. Holders of record shares of each Fund or where applicable, an investment portfolio of a Fund, at the close of business on _______, 2002 are entitled to vote at the Special Meeting of Shareholders and at any adjournments thereof. As a convenience to shareholders, except for shareholders of The Emerging Markets Telecommunications Fund, you can now vote in any of five ways: o By mail, with the enclosed proxy card(s); 5 o By telephone, with a toll-free call to the telephone number that appears on your proxy card or, if no toll-free telephone number appears on your proxy card, to D.F. King & Co., Inc., the Funds' proxy solicitor, at 1-800-714-3312; o By faxing the enclosed proxy card to D.F. King & Co., Inc., Attn: Dominic F. Maurillo, at 1-212-269-2796; o Through the Internet, by using the Internet address located on your proxy card and following the instructions on the site; or o In person at the Special Meeting. Shareholders of The Emerging Markets Telecommunications Fund may vote by mail with the enclosed proxy card or in person at the Special Meeting. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. If you have any questions regarding the proposal, please feel free to call D.F. King & Co., Inc. at 1-800-714-3312, except that shareholders of The Emerging Markets Telecommunications Fund should contact its proxy solicitor, Georgeson Shareholder Communications, Inc, at 1-800-_____. By Order of the Board of Directors, [GRAPHIC OMITTED] /s/ Hal Liebes Hal Liebes Senior Vice President of The Emerging Markets Telecommunications Fund, Inc. Vice President and Secretary of each other Fund _____, 2002 YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION. 6 CREDIT SUISSE EMERGING MARKETS FUND, INC. CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC. CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC. CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC. CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC. CREDIT SUISSE INSTITUTIONAL FUND, INC. (International Focus Portfolio Only) CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC. CREDIT SUISSE JAPAN GROWTH FUND, INC. CREDIT SUISSE OPPORTUNITY FUNDS (International Fund Only) CREDIT SUISSE TRUST (Emerging Markets, Global Post-Venture Capital, Global Technology and International Focus Portfolios Only) THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. 466 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3147 -------------------------------------------------- JOINT PROXY STATEMENT -------------------------------------------------- SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON _______, 2002 -------------------------------------------------- This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors or Trustees, as the case may be (the "Board"), of each of the funds listed above (each a "Company" and, collectively, the "Companies") for use at the Special Meeting of Shareholders of each Company, to be held jointly at the offices of the Companies, 466 Lexington Avenue, New York, New York 10017-3147, on ______, 2002, at __ p.m., Eastern Time, and at any and all adjournments thereof (the "Special Meeting"). This Joint Proxy Statement, Notice of Special Meeting and the proxy cards are first being mailed to shareholders on or about _____, 2002 or as soon as practicable thereafter. Any shareholder, other than a shareholder of The Emerging Markets Telecommunications Fund, Inc. (the "Telecommunications Fund"), giving a proxy has the power to revoke it on the Internet, by telephone, by mail (addressed to the Secretary of the relevant Fund, c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147) or in person at the Special Meeting by executing a superseding proxy or by submitting a notice of revocation. Shareholders of the Telecommunications Fund may only revoke their proxies by mail, at the above address, or in person at the Special Meeting by executing a superseding proxy or by submitting a notice of revocation. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, in favor of the Proposal referred to in this Joint Proxy Statement. The presence at a Special Meeting, in person or by proxy, of the holders of one-third (or a majority in the case of the International Fund of Credit Suisse Opportunity Funds, the various portfolios of Credit Suisse Trust and the Telecommunications Fund) of the shares entitled to be cast of a Company or, in the case of each of Credit Suisse Opportunity Funds, Credit Suisse Institutional Fund, Inc. (the "Institutional Fund") and Credit Suisse Trust (the "Trust"), the above-indicated portfolios thereof (each a "Fund" and together with those Companies that do not have any separate investment portfolios, the "Funds") shall be necessary and sufficient to constitute a quorum. In the event that the necessary quorum to transact business or the vote required to approve or reject a Proposal is not obtained at a Special Meeting with respect to one or more of the Funds, the persons named as proxies may propose one or more adjournments of the Special Meeting for that Fund in accordance with applicable law to permit further solicitation of proxies with respect to the Proposal. Any such adjournment will require the affirmative vote of the holders of a majority of the concerned Fund's shares present in person or by proxy at the Special Meeting. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor for the Proposal and will vote against any such adjournment those proxies to be voted against the Proposal. For purposes of determining the presence of a quorum for transacting business at a Special Meeting, abstentions and broker "non-votes" will be treated as shares that are present but which have not been voted. Broker non-votes are proxies received from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. Accordingly, shareholders are urged to forward their voting instructions promptly. Approval of the Proposal for a Fund will require the affirmative vote of a majority of the outstanding voting securities of the Fund ("Majority Vote"). "Majority Vote" for purposes of this joint proxy statement, and under the Investment Company Act of 1940, as amended (the "1940 Act"), means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares of a concerned Fund are represented or (ii) more than 50% of the outstanding shares of a Fund. EACH FUND WILL CONSIDER THE APPROVAL OF THE PROPOSAL SET FORTH HEREIN SEPARATELY, AND THE APPROVAL OR DISAPPROVAL BY ONE FUND OF THE PROPOSAL WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL BY ANY OTHER FUND OF THE PROPOSAL. Abstentions and broker non-votes will have the effect of votes AGAINST the Proposal for purposes of tabulating votes necessary for the Proposal's approval. The Emerging Markets, Global Post-Venture Capital, Global Technology and International Focus Portfolios of the Trust (each a "Trust Portfolio") offer their shares only to certain insurance companies ("Participating Insurance Companies") 2 for allocation to certain of their separate accounts established for the purpose of funding variable annuity contracts, variable life insurance contracts, and tax qualified pension and retirement plans. Under current law, the Participating Insurance Companies are required to solicit voting instructions from variable annuity contract owners who beneficially own shares in each Trust Portfolio as of the Record Date (as defined below) and must vote all shares held in the separate account in proportion to the voting instructions received for the Special Meeting, or any adjournment thereof. The Participating Insurance Companies will vote shares of each Trust Portfolio for which no instructions have been received in the same proportion as they vote shares for which they have received instructions. Abstentions will have the effect of a negative vote on the Proposal for each Trust Portfolio. Unmarked voting instructions will be voted in favor of the Proposal. Each full share outstanding is entitled to one vote and each fractional share outstanding is entitled to a proportionate share of one vote. Shareholders of each Fund will vote in the aggregate without regard to class. As of ______, 2002 (the "Record Date"), the Funds had the following number of outstanding shares: - -------------------------------------------------------------------------------- NUMBER OF CREDIT SUISSE FUND OUTSTANDING SHARES - -------------------------------------------------------------------------------- Emerging Markets Fund [CSAM to provide] - -------------------------------------------------------------------------------- Global Financial Services Fund [CSAM to provide] - -------------------------------------------------------------------------------- Global Health Sciences Fund [CSAM to provide] - -------------------------------------------------------------------------------- Global Post-Venture Capital Fund [CSAM to provide] - -------------------------------------------------------------------------------- Global Technology Fund [CSAM to provide] - -------------------------------------------------------------------------------- International Focus Portfolio (Institutional Fund) [CSAM to provide] - -------------------------------------------------------------------------------- Institutional International Fund [CSAM to provide] - -------------------------------------------------------------------------------- International Focus Fund [CSAM to provide] - -------------------------------------------------------------------------------- International Fund (Opportunity Funds) [CSAM to provide] - -------------------------------------------------------------------------------- Japan Growth Fund [CSAM to provide] - -------------------------------------------------------------------------------- Emerging Markets Portfolio (Trust) [CSAM to provide] - -------------------------------------------------------------------------------- Global Post-Venture Capital Portfolio (Trust) [CSAM to provide] - -------------------------------------------------------------------------------- Global Technology Portfolio (Trust) [CSAM to provide] - -------------------------------------------------------------------------------- International Focus Portfolio (Trust) [CSAM to provide] - -------------------------------------------------------------------------------- Telecommunications Fund [CSAM to provide] - -------------------------------------------------------------------------------- 3 The persons who owned more than 5% of any Fund's outstanding shares as of the Record Date, to the knowledge of the Funds, are set forth in APPENDIX A hereto. The security ownership of management of each of the Funds is set forth in APPENDIX B hereto. APPENDIX B sets forth the number of shares of each Fund beneficially owned by directors and executive officers of each Fund. Each Fund provides periodic reports to all of its shareholders which highlight relevant information, including investment results and a review of portfolio changes. You may receive an additional copy of the most recent annual report for each Fund and a copy of any more recent semi-annual report, without charge, by calling 1-800-927-2874 or by writing to Credit Suisse Funds, P.O. Box 9030, Boston, Massachusetts 02205-9030. Shareholders of the Telecommunications Fund may receive an additional copy of its most recent annual report and a copy of any more recent semi-annual report, without charge, by calling 1-800-293-123, by writing to the Telecommunications Fund c/o Credit Suisse Asset Management, LLC at 466 Lexington Avenue, 16th Floor, New York, New York 10017 or at its website at www.cefsource.com. 4 PROPOSAL APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT INTRODUCTION The shareholders of each Fund will be asked at the Special Meeting to approve a Sub-Investment Advisory Agreement (the "Sub-Advisory Agreement") among each Fund, Credit Suisse Asset Management, LLC ("CSAM") and CSAM's Australian affiliate, which is named Credit Suisse Asset Management (Australia) Limited ("CSAM Australia" or the "Subadviser"). The Sub-Advisory Agreement was unanimously approved by the Board of each Fund, including all of the Directors or Trustees, as the case may be (the "Directors"), who are not parties to the Sub-Advisory Agreement or "interested persons" (as defined under the 1940 Act) of any such parties (the "Non-Interested Directors") at meetings held on May 14, 2002 and July __, 2002. At the meetings, CSAM, as investment adviser to each Fund, recommended to the Boards that each Fund retain CSAM Australia as sub-investment adviser and that pursuant to the proposed Sub-Advisory Agreement, CSAM (and not any Fund) pay CSAM Australia a sub-advisory fee in such amount as may be agreed upon from time to time by CSAM and the Subadviser. Thus, the retention of CSAM Australia will not increase the fees or expenses otherwise incurred by a Fund's shareholders. Under the proposed Sub-Advisory Agreement, CSAM will monitor the activities and performance of CSAM Australia. The Sub-Advisory Agreement for each Fund as approved by each Board is now being submitted for approval by the shareholders of each Fund. If it is approved by a Majority Vote of the outstanding shares of a Fund, it will continue in effect for an initial two-year term, and will continue from year to year thereafter, subject to approval annually by the Board or by a Majority Vote of the outstanding shares of the Fund, and also, in either event, approval by a majority of the Non-Interested Directors at a meeting called for the purpose of voting on such approval. If the shareholders of a Fund should fail to approve the Sub-Advisory Agreement, the Board of that Fund shall consider appropriate action with respect to such non-approval of the Sub-Advisory Agreement. PLEASE NOTE THAT THIS PROXY IS FOR THE APPROVAL OF CSAM AUSTRALIA AS A SUB-INVESTMENT ADVISER AND NOT FOR THE APPROVAL OF CSAM'S AFFILIATES IN THE UNITED KINGDOM OR JAPAN, WHICH WERE APPROVED BY CERTAIN FUNDS IN MAY 2002. A form of the Sub-Advisory Agreement to be used for each Fund (except the Telecommunications Fund) is attached hereto as APPENDIX C. A form of the Sub-Advisory Agreement to be used for the Telecommunications Fund is attached hereto as APPENDIX D. CSAM's principal office is located at 466 Lexington Avenue, New York, New York 10017-3147, and CSAM Australia's principal office is located at Level 32 Gateway, 1 Macquarie Place, Sydney 2001. 5 AS DESCRIBED ABOVE, THE SUB-ADVISORY FEE PAID TO CSAM AUSTRALIA PURSUANT TO THE SUB-ADVISORY AGREEMENT WILL BE PAID BY CSAM AND, ACCORDINGLY, THE RETENTION OF CSAM AUSTRALIA WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE INCURRED BY A FUND'S SHAREHOLDERS. EACH FUND WILL CONSIDER THE APPROVAL OF THE PROPOSAL SEPARATELY, AND THE APPROVAL OR DISAPPROVAL BY ONE FUND OF THE PROPOSAL WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL BY ANY OTHER FUND OF THE PROPOSAL. BOARD EVALUATION AND RECOMMENDATION In determining whether it was appropriate to approve the Sub-Advisory Agreement for CSAM Australia and to recommend approval to shareholders, the Board of each Fund, including the Non-Interested Directors, considered various matters and materials provided by CSAM and CSAM Australia. The Board considered, primarily, the benefits to a Fund of retaining CSAM Australia given the increased complexity of the domestic and international securities markets, specifically that retention of CSAM Australia would expand the universe of companies and countries from which investment opportunities can be sought and enhance the Fund's ability to obtain best price and execution on trades in international markets. The Board also carefully considered the particular expertise of CSAM Australia in managing the types of global investments which each Fund makes, including their personnel and research capabilities. The Board also evaluated the extent of the proposed services to be offered by CSAM Australia. In addition, the Board took into account the lack of any anticipated adverse impact to a Fund as a result of the Sub-Advisory Agreement, particularly that THE COMPENSATION PAID TO CSAM AUSTRALIA WILL BE PAID BY CSAM AND, ACCORDINGLY, THAT THE RETENTION OF CSAM AUSTRALIA WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE INCURRED BY A FUND'S SHAREHOLDERS. BACKGROUND INFORMATION REGARDING THE FUNDS Each Fund invests in foreign equity and/or debt securities, as described more fully in each Fund's prospectus(es). Currently, Credit Suisse Asset Management Securities, Inc. ("CSAMSI") and State Street Bank and Trust Company ("State Street") serve as co-administrators to each of the Funds, except for the Telecommunications Fund for which Bear Stearns Funds Management, Inc. ("Bear Stearns") serves as the administrator. CSAMSI's address is 466 Lexington Avenue, New York, New York 10017-3147. State Street's principal business address is 225 Franklin Street, Boston, Massachusetts 02110. Bear Stearns has its principal executive office at 383 Madison Avenue, 23rd Floor, New York, New York 10179. State Street also serves as custodian for the U.S. assets and non-U.S. assets for each of the Funds, except for the Telecommunications Fund for which Brown Brothers Harriman & Co. ("Brown Brothers") serves as custodian. Brown Brothers principal business address is 40 Water Street, Boston, Massachusetts 02109. CSAMSI, a subsidiary of CSAM, is the distributor of the shares of the Funds, except for the Telecommunications Fund. THESE SERVICE AGREEMENTS WILL NOT BE AFFECTED BY THE PROPOSED SUB-ADVISORY AGREEMENT. 6 DESCRIPTION OF CURRENT INVESTMENT ADVISORY AGREEMENT CSAM, a professional investment counseling firm, serves as each Fund's investment adviser and is the institutional and mutual fund asset management arm of Credit Suisse First Boston, and a wholly owned subsidiary of Credit Suisse Group ("Credit Suisse"). Credit Suisse is a global financial services company, providing a comprehensive range of banking and insurance products. The principal business address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland. CSAM is a diversified investment adviser managing global and domestic equity and fixed income portfolios for retail investors as well as institutional clients such as corporate pension and profit-sharing plans, state pension funds, union funds, endowments and charitable institutions. Together with its predecessor firms, CSAM has been engaged in the investment advisory business for over 60 years. As of March 31, 2002, Credit Suisse Asset Management companies managed approximately $74 billion in the U.S. and $303 billion globally. Credit Suisse Asset Management has offices in 14 countries, including CSAM and CSAM Australia; other offices (such as those in Budapest, Frankfurt, Milan, Moscow, Paris, Prague, Warsaw and Zurich) are not registered with the U.S. Securities and Exchange Commission. Pursuant to the Investment Advisory Agreements with CSAM related to each of the Funds (the "Advisory Agreements"), subject to the supervision and direction of each Board, CSAM is responsible for managing each Fund in accordance with the Fund's stated investment objective and policies. CSAM is responsible for providing investment advisory services as well as conducting a continual program of investment, evaluation and, if appropriate, sale and reinvestment of a Fund's assets. In addition to expenses that CSAM may incur in performing its services under the Advisory Agreements, CSAM pays the compensation, fees and related expenses of all Directors or Trustees, as the case may be, who are affiliated persons of CSAM or any of its subsidiaries and, if the Sub-Advisory Agreement is approved by the shareholders of a Fund, will pay the sub-advisory fee to CSAM Australia. Each Fund pays all other expenses incurred in its operations, including general administrative expenses. Shown below is the date of each Advisory Agreement, the date each Advisory Agreement was last submitted to a vote of the shareholders and the purpose of such submission. Each Advisory Agreement was last submitted to shareholders prior to its becoming effective, as required by the 1940 Act. 7 - -------------------------------------------------------------------------------- PURPOSE OF LAST DATE OF ADVISORY DATE LAST APPROVED SUBMISSION TO FUND AGREEMENT BY SHAREHOLDERS SHAREHOLDERS - -------------------------------------------------------------------------------- Credit Suisse July 6, 1999 May 21, 1999 in connection with Emerging Credit Suisse's Markets Fund acquisition of Warburg Pincus Asset Management, Inc. the "Acquisition") - -------------------------------------------------------------------------------- Credit Suisse May 1, 2000 May 1, 2000 in connection with Global the organization of Financial the Fund Services Fund - -------------------------------------------------------------------------------- Credit Suisse July 6, 1999 May 21, 1999 in connection with Global Health the Acquisition Sciences Fund - -------------------------------------------------------------------------------- Credit Suisse July 6, 1999 May 21, 1999 in connection with Global Post- the Acquisition Venture Capital Fund - -------------------------------------------------------------------------------- Credit Suisse October 26, 1998 October 26, 1998 in connection with Global organization of the Technology Fund Fund - -------------------------------------------------------------------------------- International July 6, 1999 May 21, 1999 in connection with Focus the Acquisition Portfolio (Credit Suisse Institutional Fund) - -------------------------------------------------------------------------------- Credit Suisse July 20, 1998 July 20, 1998 in connection with Institutional the organization of International the Fund Fund - -------------------------------------------------------------------------------- Credit Suisse July 6, 1999 May 21, 1999 in connection with International the Acquisition Focus Fund - -------------------------------------------------------------------------------- 8 - -------------------------------------------------------------------------------- PURPOSE OF LAST DATE OF ADVISORY DATE LAST APPROVED SUBMISSION TO FUND AGREEMENT BY SHAREHOLDERS SHAREHOLDERS - -------------------------------------------------------------------------------- International March 23, 2001 March 23, 2001 in connection with Fund Credit Suisse's (Credit Suisse acquisition of Opportunity Donaldson Lufkin Funds) & Jenrette - -------------------------------------------------------------------------------- Japan Growth Fund - -------------------------------------------------------------------------------- Emerging July 6, 1999 May 21, 1999 in connection with Markets the Acquisition Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- Global Post- July 6, 1999 May 21, 1999 in connection with Venture the Acquisition Capital Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- Global November 16, 2000 November 16, 2000 in connection with Technology the organization of Portfolio the Fund (Credit Suisse Trust) - -------------------------------------------------------------------------------- International July 6, 1999 May 21, 1999 in connection with Focus the Acquisition Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- The Emerging November 3, 2000 October 10, 2000 in connection with Markets change in fee Telecommun- structure to base ications fee on lower of net Fund asset value or market value - -------------------------------------------------------------------------------- As compensation for its services to the Funds, CSAM receives compensation as a percentage of the average daily net assets of each Fund, except for the Telecommunications Fund. As compensation for its services to the Telecommunications Fund, CSAM receives compensation at an annual rate of 1.25% 9 of the first $100 million of the Telecommunications Fund's "Average Weekly Base Amount," 1.125% of the next $100 million and 1.00% of amounts above $200 million. "Average Weekly Base Amount" is the average of the lesser of (i) the market value of the Telecommunications Fund's outstanding shares and (ii) the Telecommunications Fund's net assets, in each case determined as of the last trading day for each week during that quarter. CSAM is entitled to rights of indemnification and the advancement of expenses, including reasonable attorneys' fees, from the Telecommunications Fund in connection with any litigation or claims brought against CSAM arising out of its services as investment adviser to the Telecommunications Fund provided certain conditions set forth in the Advisory Agreement are satisfied. APPENDIX E sets forth the fees and total compensation paid to CSAM in the indicated fiscal years. As noted above, CSAMSI serves as co-administrator to each of the Funds (other than the Telecommunications Fund). CSAMSI provides shareholder liaison services to the applicable Funds and performs other services, such as certain executive and administrative services, and furnishing certain corporate secretarial services. As compensation for its administrative services to these Funds, CSAMSI receives compensation as a percentage of the average daily net assets of the relevant Fund. APPENDIX F sets forth the fees paid by each Fund (other than the Telecommunications Fund) during the most recent fiscal year. Each of the Funds (other than Credit Suisse Institutional International Fund, the International Focus Portfolio of Credit Suisse Institutional Fund, the Emerging Markets, Global Post-Venture Capital, Global Technology and International Focus Portfolios of Credit Suisse Trust and the Telecommunications Fund) has adopted one or more distribution plans pursuant to Rule 12b-1 under the 1940 Act, under which CSAMSI provides distribution and other services related to one or more classes of such Funds. As compensation for such services, CSAMSI is paid a fee (a "12b-1 fee") which varies based on the class of shares involved. CSAMSI is paid the following annual rates of the average daily net assets of the respective classes of those Funds that have 12b-1 plans: Class of shares: Common Advisor Institutional A B C - ------------------------------------------------------------------------------- Fee:. 25% .50%* None .25% 1.00% 1.00% - -------------- * Maximum 12b-1 fee payable on Advisor Class shares is .75% of average daily net assets. Not all Funds have issued all of the above classes. Each of the Funds that have issued common class shares and that have adopted one or more distribution plans pursuant to Rule 12b-1 charge a 12b-1 fee with respect to the common class shares. Refer to APPENDIX F for a schedule of fees paid to CSAMSI as co-administrator and distributor. REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENT IS APPROVED, CSAM WILL CONTINUE TO SERVE AS INVESTMENT ADVISER TO THE FUNDS PURSUANT TO THE ADVISORY AGREEMENTS AND THE CURRENT SERVICE PROVIDERS WILL CONTINUE TO PROVIDE ADMINISTRATIVE AND DISTRIBUTION SERVICES TO THE FUNDS. 10 DESCRIPTION OF CURRENT SUB-ADVISORY AGREEMENTS CSAM U.K. The following Funds have entered into a sub-advisory agreement with Credit Suisse Asset Management Limited ("CSAM U.K"). The schedule below sets forth the date of the existing sub-advisory agreement with CSAM U.K., the date it was last submitted to a vote of shareholders and the purpose of such submission. Also included are aggregate fees that were payable to CSAM U.K. for the last fiscal year, which amounts are payable by CSAM and not by the Funds. - -------------------------------------------------------------------------------- DATE OF DATE LAST PURPOSE OF LAST AGGREGATE CREDIT SUB-ADVISORY APPROVED BY SUBMISSION TO FEE SUISSE FUND AGREEMENT SHAREHOLDERS SHAREHOLDERS PAYABLE - -------------------------------------------------------------------------------- Emerging July 14, 2000 July 14, 2000 in connection * Markets with its Fund retention - -------------------------------------------------------------------------------- Global May 1, 2000 May 1, 2000 in connection 0 Financial with its Services retention Fund - -------------------------------------------------------------------------------- Global July 14, 2000 July 14, 2000 in connection $359,210 Health with its Sciences retention Fund - -------------------------------------------------------------------------------- Global May 1, 2002 May 1, 2002 in connection * Post- with its Venture retention Capital Fund - -------------------------------------------------------------------------------- Global July 14, 2000 July 14, 2000 in connection $1,160,518 Technology with its Fund retention - -------------------------------------------------------------------------------- International May 1, 2002 May 1, 2002 in connection * Focus with its Portfolio retention (Institutional Fund) - -------------------------------------------------------------------------------- Institutional May 1, 2002 May 1, 2002 in connection * International with its Fund retention - -------------------------------------------------------------------------------- 11 - -------------------------------------------------------------------------------- DATE OF DATE LAST PURPOSE OF LAST AGGREGATE CREDIT SUB-ADVISORY APPROVED BY SUBMISSION TO FEE SUISSE FUND AGREEMENT SHAREHOLDERS SHAREHOLDERS PAYABLE - -------------------------------------------------------------------------------- International May 1, 2002 May 1, 2002 in connection * Focus with its Fund retention - -------------------------------------------------------------------------------- International May 1, 2002 May 1, 2002 in connection * Fund with its (Opportunity retention Funds) - -------------------------------------------------------------------------------- Emerging July 14, 2000 July 14, 2000 in connection $138,719 Markets with its Portfolio retention (Trust) - -------------------------------------------------------------------------------- Global May 1, 2002 May 1, 2002 in connection * Post- with its Venture retention Capital Portfolio (Trust) - -------------------------------------------------------------------------------- Global November 16, November 16, in connection 0 Technology 2000 2000 with its Portfolio organization (Trust) - -------------------------------------------------------------------------------- International May 1, 2002 May 1, 2002 in connection * Focus with its Portfolio retention (Trust) - -------------------------------------------------------------------------------- * Because each Sub-Advisory Agreement became effective on May 1, 2002, no fees were payable for the last fiscal year. With respect to all of the Funds listed above, the aggregate compensation payable by CSAM to CSAM U.K. under the respective sub-advisory agreements is an annual fee of $250,000 for services rendered with respect to the Funds listed above and all other Credit Suisse Funds for which CSAM U.K. has been appointed as subadviser and which CSAM and CSAM U.K. agree will be governed by this fee schedule. Prior to May 14, 2002, with respect to each of the Emerging Markets Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Technology Fund and the Emerging Markets and Global Technology Portfolios of the Trust, the rate of compensation payable to CSAM U.K. under each of the respective sub-advisory agreements was an annual fee equal to 50% of the net quarterly amount (after fee waivers and reimbursements) received by CSAM as investment adviser. 12 CSAM U.K. is a corporation organized under the laws of England in 1982 and is registered as an investment adviser under the Advisers Act. The principal executive office of CSAM U.K. is Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England. CSAM U.K. is a diversified asset manager, handling global equity, balanced, fixed income and derivative securities accounts for other investment companies, corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. CSAM U.K. has been in the money management business for over 16 years and currently manages approximately [$32.2] billion in assets. CSAM Japan The Global Financial Services Fund, Global Health Sciences Fund, Global Post-Venture Capital Fund, Global Technology Fund, International Focus Portfolio of the Institutional Fund, Institutional International Fund, International Focus Fund, Japan Growth Fund, International Fund of the Opportunity Funds, and Global Post-Venture Capital, Global Technology, and International Focus Portfolios of the Trust have entered into a sub-advisory agreement with Credit Suisse Asset Management Limited ("CSAM Japan"). Each sub-advisory agreement (other than that for the Global Technology Portfolio of the Trust) is dated May 1, 2002 and was approved by shareholders at a special meeting held for such purpose on May 1, 2002. The sub-advisory agreement for the Global Technology Portfolio of the Trust is dated May 10, 2002 and was approved by shareholders at a special meeting held for such purpose on May 10, 2002. The aggregate compensation payable by CSAM to CSAM Japan under the respective sub-advisory agreements is an annual fee of $250,000 for services rendered with respect to the Funds named in the previous paragraph and all other Credit Suisse Funds for which CSAM Japan has been appointed as subadviser and which CSAM and CSAM Japan agree will be governed by this fee schedule. Because each Sub-Advisory Agreement with CSAM Japan became effective on May 1, 2002 (except for the Global Technology Portfolio of the Trust which became effective on May 10, 2002), no fees were payable for the last fiscal year. CSAM Japan is a corporation organized under the laws of Japan in 1993 and is licensed as an investment adviser under the Japanese Investment Advisory Law and as an investment trust manager under the Japanese Trust Law. CSAM Japan is also registered as an investment advisers under the Advisers Act. The principal executive office of CSAM Japan is Shiroyama JT Mori Bldg. 3-1, Toranomon 4-Chome, Minato-Ku, Tokyo 105-6026 Japan. CSAM Japan is a diversified asset manager, handling global equity, balanced, fixed income and derivative securities accounts for other investment companies, corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. CSAM Japan and its predecessor company has been in the money management business for over 16 years and currently manages approximately [$2.92] billion in assets. 13 Abbott Capital Management The Global Post-Venture Capital Portfolio of Credit Suisse Trust and Credit Suisse Global Post-Venture Capital Fund utilize Abbott Capital Management, L.L.C. ("Abbott") as an sub-investment adviser, pursuant to respective sub-advisory agreements, each dated July 6, 1999 respectively. Abbott is located at 1330 Avenue of the Americas, Suite 2800, New York, NY 10019. Such sub-advisory agreements were last submitted to a vote of shareholders of the two Funds on May 21, 1999 in connection with Credit Suisse's acquisition of Warburg Pincus Asset Management, Inc. Abbott, in accordance with the investment objective and policies of the Global Post-Venture Capital Portfolio of Credit Suisse Trust and Credit Suisse Global Post-Venture Capital Fund, makes investment decisions for the Portfolio and Fund regarding investments in private investment funds ("Private Funds"), effects transactions in interests in Private Funds on behalf of the Portfolio and Fund and assists in administrative functions relating to investments in Private Funds. Abbott is an independent specialized investment firm with assets under management of approximately [$5. ] billion. Abbott receives a fee, payable by CSAM calculated at an annual rate of 1.00% of the Portfolio's or Fund's average daily net assets invested in Private Funds. The aggregate fee payable to Abbott by CSAM with respect to the Portfolio and the Fund in the last fiscal year was $2,294 and $17,960, respectively. DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENT Subject to the supervision of CSAM, each Sub-Advisory Agreement requires CSAM Australia, in the exercise of its best judgment, to provide investment advisory assistance and portfolio management advice to a Fund in accordance with the Articles of Incorporation or Declaration of Trust applicable to the Fund, as may be amended from time to time, the Fund's Prospectus(es) and Statement(s) of Additional Information, as from time to time in effect, and in such manner and to such extent as may from time to time be approved by the Board. In connection with the Sub-Advisory Agreement, CSAM Australia will, subject to the supervision and direction of CSAM: (1) manage that portion of the relevant Fund's assets designated by CSAM from time to time (the "Assets") or furnish recommendations to manage the Assets in accordance with the Fund's investment objective and policies; (2) make investment decisions or recommendations with respect to the Assets; (3) if requested by CSAM place purchase and sale orders for securities on behalf of the Fund with respect to the Assets; (4) exercise voting rights with respect to the Assets if requested by CSAM; and (5) furnish CSAM and the Fund's Board with such periodic and special reports as the Fund or CSAM may reasonably request. 14 In connection with the performance of services under a Sub-Advisory Agreement, CSAM Australia may contract at its own expense with third parties for the acquisition of research, clerical services and other administrative services that would not require such parties to be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that CSAM Australia remains liable for the performance of the third party's duties. The services of CSAM Australia under the proposed Sub-Advisory Agreement are not exclusive. CSAM Australia has the right to provide similar services to other investment companies or to engage in other activities, provided that those activities do not adversely affect its ability to perform its services under the Sub-Advisory Agreement. Each Sub-Advisory Agreement will terminate automatically in the event of its assignment. In addition, it may be terminated by CSAM or CSAM Australia upon 60 days' written notice to the other parties; or with respect to a Fund, upon the vote of a majority of the Board or a majority of the outstanding voting securities of the Fund, upon 60 days' written notice to CSAM or CSAM Australia. In consideration of the services rendered pursuant to a Sub-Advisory Agreement, CSAM will pay CSAM Australia an aggregate fee of $480,000 per annum (the "Total Fee"). The Total Fee shall be an aggregate fee paid for services rendered with respect to all Credit Suisse Funds for which CSAM Australia has been appointed as sub-adviser and which CSAM and CSAM Australia agree will be governed by this fee schedule. The Total Fee may be amended from time to time upon the mutual agreement of the parties upon notice to shareholders. A quarter of the Total Fee shall be payable in U.S. dollars in arrears on the last day of each calendar quarter. The fee for the first period during which a Sub-Advisory Agreement is in effect shall be pro-rated for the portion of the calendar quarter that the Sub-Advisory Agreement is in effect. The portion of the Total Fee allocable with respect to a Fund (for any calendar quarter or portion thereof) is equal to the product of (a) the Total Fee and (b) a fraction: (i) the numerator of which is the average monthly net assets of that Fund during such calendar quarter or portion thereof and (ii) the denominator of which is the aggregate average monthly net assets of that Fund and other registered investment companies for which CSAM Australia has been appointed as such during such calendar quarter or portion thereof (rounded to the nearest thousand dollars). 15 Based upon this formula, the table below lists the portion of the Total Fee allocable with respect to each Fund for the calendar quarter ended June 30, 2002. - -------------------------------------------------------------------------------- CURRENT ALLOCABLE FUND PORTION OF THE TOTAL FEE - -------------------------------------------------------------------------------- Credit Suisse Emerging Markets Fund $_____ - -------------------------------------------------------------------------------- Credit Suisse Global Financial Services Fund - -------------------------------------------------------------------------------- Credit Suisse Global Health Sciences Fund - -------------------------------------------------------------------------------- Credit Suisse Global Post-Venture Capital Fund - -------------------------------------------------------------------------------- Credit Suisse Global Technology Fund - -------------------------------------------------------------------------------- International Focus Portfolio (Credit Suisse Institutional Fund) - -------------------------------------------------------------------------------- Credit Suisse Institutional International Fund - -------------------------------------------------------------------------------- Credit Suisse International Focus Fund - -------------------------------------------------------------------------------- Japan Growth Fund - -------------------------------------------------------------------------------- International Fund (Credit Suisse Opportunity Funds) - -------------------------------------------------------------------------------- Emerging Markets Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- Global Post-Venture Capital Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- Global Technology Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- International Focus Portfolio (Credit Suisse Trust) - -------------------------------------------------------------------------------- The Emerging Markets Telecommunications Fund - -------------------------------------------------------------------------------- CSAM WILL PAY CSAM AUSTRALIA THE SUB-ADVISORY FEE. CSAM AUSTRALIA DOES NOT HAVE A RIGHT TO OBTAIN COMPENSATION DIRECTLY FROM A FUND FOR SERVICES PROVIDED UNDER THE SUB-ADVISORY AGREEMENT AND MUST LOOK SOLELY TO CSAM FOR PAYMENT OF FEES DUE. INFORMATION ABOUT CSAM AUSTRALIA CSAM Australia was registered as a company under the Laws of Victoria, Australia on September 15, 1989. CSAM Australia is licensed as a securities dealer and operator of managed investment schemes under the Australian Corporations Act of 2001 and is an investment adviser under the Advisers Act. The registered office of CSAM Australia is Level 32 Gateway, 1 Macquarie Place, Sydney 2001. CSAM Australia is a diversified asset manager, specializing in equity, fixed income and balanced portfolio management for a range of clients 16 including pension funds, government agencies and large companies as well as private individuals. CSAM Australia has been in the funds management business for over 12 years and currently manages over [AUD $22 billion (US $11 billion)] in assets. CSAM Australia is a wholly owned subsidiary of Credit Suisse First Boston. Credit Suisse First Boston is a wholly owned subsidiary of Credit Suisse, the indirect parent company of the Funds' investment adviser, CSAM. Credit Suisse First Boston is located at Uetlibergstrasse 231, Uetlihof 1 CH-8045 Zurich, Switzerland. Credit Suisse is located at Paradeplatz 8, 8001 Zurich, Switzerland. CSAM Australia is governed by a Board of Directors, with the day to day affairs of the company managed by an Executive Committee. The names and principal occupations of the directors and officers of CSAM Australia are set forth below. Each of the persons listed may be contacted c/o Credit Suisse Asset Management (Australia) Limited, Level 32 Gateway, 1 Macquarie Place, Sydney, NSW 2000, Australia. - -------------------------------------------------------------------------------- CURRENT POSITION WITH OTHER CURRENT NAME CSAM AUSTRALIA PRINCIPAL OCCUPATIONS - -------------------------------------------------------------------------------- AndrewMcKinnon CEO and Director N.A. - -------------------------------------------------------------------------------- Bronwyn Matheson Director and N.A. Company Secretary - -------------------------------------------------------------------------------- William Gates Director N.A. - -------------------------------------------------------------------------------- Joseph Gallagher Director Global CFO and Member of Executive Board - -------------------------------------------------------------------------------- 17 THE BOARD OF EACH FUND, INCLUDING THE NON-INTERESTED BOARD MEMBERS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL. ************* ADDITIONAL INFORMATION GENERAL The costs of the Special Meeting (estimated at [$835,000] including the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and Joint Proxy Statement and all other costs incurred in connection with the solicitation of proxies) will be paid entirely by CSAM and/or its affiliates (and not by any Fund). The principal solicitation of proxies will be by the mailing of this Joint Proxy Statement, but proxies may also be solicited by telephone and/or in person by representatives of a Fund and regular employees of CSAM or its affiliates. Such representatives and employees will not receive additional compensation for solicitation activities. CSAM has retained the services of D.F. King & Co., Inc. (the "Agent") for each Fund other than the Telecommunications Fund, for which Georgeson Shareholder Communications, Inc ("Georgeson") has been retained, to assist in the solicitation of proxies. As the Special Meeting date approaches, shareholders may receive a telephone call from a representative of the Agent or Georgeson (in the case of the Telecommunications Fund) if their vote has not yet been received. Authorization to permit the Agent to execute proxies may be obtained by telephonic or electronic transmitted instructions from shareholders of each Fund (other than the Telecommunications Fund). Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Board believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote and the shareholder's voting instructions are accurately determined. In all cases where a telephonic proxy is solicited, the Agent's representative is required to ask for each shareholder's full name, address, last four digits of the shareholder's social security or tax identification number, title of the person and whether such person is authorized to direct the voting of such shares (if an entity), the number of shares owned, if known, and to confirm that the shareholder has received this Joint Proxy Statement and proxy card in the mail. If the information solicited agrees with the information provided to the Agent, then the Agent representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask for the shareholder's instructions on the proposal. The Agent's representative, although he or she is permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in the proxy statement. The Agent will record the shareholder's instructions on the card. Within 72 hours, the shareholder will be sent a letter by first class mail confirming his or her vote and asking the shareholder to call the Agent immediately if his or her votes are not correctly reflected in the confirmation. 18 If the shareholder wishes to participate in the Special Meeting, but does not wish to give his or her proxy by telephone, by fax or by the Internet, the shareholder may still submit the proxy card originally sent with the proxy statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy cards, they may contact the Agent toll-free at 1-800-714-3312. Any proxy given by a shareholder, whether in writing, by telephone, by fax or by the Internet, is revocable. Shareholders of the Telecommunications Fund may only vote their proxies by mail or in person at the Special Meeting. Should the Telecommunications Fund's shareholders require additional information regarding the proxy or replacement proxy card, they may contact Georgeson toll-free at 1-800-_____. SHAREHOLDER PROPOSALS Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting subsequent to the Special Meeting, if any, should send their written proposals to the Secretary of the relevant Fund, c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017, the time period before any such meeting specified in the Fund's charter and/or by-laws. The timely submission of a proposal does not guarantee its inclusion. OTHER BUSINESS Management knows of no business to be presented to the Special Meeting other than the matters set forth in this Joint Proxy Statement, but should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their best judgment in the interests of a Fund. By Order of the Board of Directors, /s/ Hal Liebes Hal Liebes Senior Vice President of The Emerging Markets Telecommunications Fund, Inc. Vice President and Secretary of each other Fund New York, New York _____, 2002 19 This page intentionally left blank 20 APPENDIX A CREDIT SUISSE EMERGING MARKETS FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Solomon Smith Barney Inc.* 957,177.9890 16.52% (Common) Book Entry Account Attn: Matt Maesstri 333 West 34th Street 7th Floor Mutual Fund Dept New York, NY 10001-2483 Charles Schwab & Co. Inc.* 1,159,992.2510 20.02% (Common) Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery St. San Fransisco, CA 94104-4122 National Financial Svcs Corp.* 663,272.0960 11.45% (Common) FBO Customers P.O. Box 3980 Church Street Station New York, NY 10008-3908 Smith Barney Corporate Trust* 432,619.0860 7.47% (Common) Company TTEE FBO Smith Barney 401K Advisor Group Trust DTD 01/01/98 2 Tower Center P.O. Box 1063 Plan Valuation Services East Brunswick, NJ 08816-1063 State Street Bank & Trust Co. 9,545.4870 5.03% (Advisor) CUST for the IRA of Russell J. Labowitz 9 Brandywine FLS Wilmington, DE 19806-1001 A-1 NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Donaldson Lufkin Jenrette* 12,244.3960 6.46% (Advisor) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Credit Suisse Asset Management, LLC* 140.0560 8.11% (A) 466 Lexington Avenue 10th Floor New York, NY 10017-3142 Donaldson Lufkin Jenrette* 1,569.0650 90.84% (A) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 National Academy of Sciences 190,811.0990 86.51% (Institutional) 2101 Constitution Ave., NW Washington, DC 20418-0006 Daniel H. Sigg 20,567.3290 9.33% (Institutional) 245 E 93rd Apt. 31C New York, NY 10128-3968 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-2 CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Sema Co.* 119,808.3430 94.55% (Common) 12 E. 49th Street New York, NY 10017-1028 Credit Suisse Asset Management, LLC* 118.3430 14.32% (A) 466 Lexington Avenue New York, NY 10017-3142 State Street Bank & Trust 470.2300 56.88% (A) Cust. for the IRA of Joanne Schenck P.O. Box 334 Garrison, NY 10524-0334 First Clearing Corporation 221.2390 26.76% (A) A/C 5402-4217 Louise Z. Mackey Roth IRA FCC as Custodian 8 Jean Avenue Loudonville, NY 12211-1542 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-3 CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Charles Schwab & Co. Inc.* 1,283,238.7750 35.56% (Common) Special Custody Account for the Exclusive Benefit of Customers Attn.: Mutual Funds 101 Montgomery St. San Francisco, CA 94104-4122 National Financial Svcs. Corp.* 544,771.5810 15.09% (Common) FBO Customers P.O. Box 3908 Church Street Station New York, NY 10008-3908 Credit Suisse Asset Management LLC* 50.6070 6.71% (A) 466 Lexington Ave. 10th Fl. New York, NY 10017-3142 State Street Bank & Trust Co. 218.8250 28.99% (A) Cust for the SEP IRA of Harvey Gold 2826 Shade Rd. Akron, OH 44333-1956 Donaldson Lufkin Jenrette* 472.3970 62.59% (A) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-4 CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Charles Schwab & Co. Inc.* 2,914,181.1770 51.02% (Common) Special Custody Account for the Exclusive Benefit of Customers Attn.: Mutual Funds 101 Montgomery St. San Francisco, CA 94104-4122 National Financial Services Corp.* 671,451.6750 11.75% (Common) FBO Customers P.O. Box 3908 Church Street Station New York, NY 10008-3908 EMJAYCO 8,327.2890 6.20% (Advisor) Omnibus Account P.O. Box 170910 Milwaukee, WI 53217-0909 National Financial Services Corp.* 16,601.4220 12.36% (Advisor) FBO Customers Church Street Station P.O. Box 3908 New York, NY 10008-3908 Sterling Trust Company TTEE* 43,239.7700 32.18% (Advisor) FBO Rohde Brothers Inc. 1380 Lawrence St., Ste. 1400 Denver, CO 80204-2060 First Union National Bank CUST* 8,140.4950 6.06% (Advisor) FBO Various Retirement Plans NC-1151 1525 West WT Harris Blvd Charlotte, NC 28262-8522 A-5 NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Sterling Trust Company TTEE* 6,908.0740 5.14% (Advisor) FBO Trucker & Travelers 401(k) 1380 Lawrence St., Ste. 1400 Denver, CO 80204-2060 Donaldson Lufkin Jenrette* 2,601.358 97.49% (A) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Donaldson Lufkin Jenrette* 3,990.5100 22.12% (B) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Dain Rauscher Inc. FBO* 7,687.0000 42.61% (B) Boog-Scott Fam Ltd. Partnership John Boog-Scott Gen'l Partner 4232 Danmire Richardson, TX 75082-3758 Dain Rauscher Inc. FBO* 3,040.0000 16.85% (B) Tony Goodman 3 Cedro Place Dallas, TX 75230-3000 Donaldson Lufkin Jenrette* 4,971.6040 93.89% (C) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-6 CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND Charles Schwab & Co.* 1,509,322.9130 36.42% (Common) Special Custody Account for the Exclusive Benefit of Customers 101 Montgomery St. San Francisco, CA 94104-4122 Nat'l Financial Svcs. Corp.* 635,366.8050 15.33% (Common) FBO Customers Church St. Station P.O. Box 3908 New York, NY 10008-3908 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-7 CREDIT SUISSE INSTITUTIONAL FUND, INC. (International Focus Portfolio) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) The Board of Trustees General Employees 1,613,738.3520 21.74% (Common) Retirement System* TTEES City of Ft. Lauderdale GEN RET PL UAD I-1-73 315 NE 3rd Ave. Ft. Lauderdale, FL 33301-1149 MAC & CO A/C DEXF1747452 544,051.9010 7.33% (Common) Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 Dana Farber Inc. 669,588.2520 9.02% (Common) c/o Karen Bird Dana Farber Cancer Institute 44 Binney St. #1530J Boston, MA 02115-6084 Alaska Plumbing & Pipefitting 865,362.4400 11.66% (Common) Industry Pension Trust Fund* c/o Assoc. Administrators Inc. 2929 NW 31st Ave. Portland, OR 97210-1721 The Northern Trust Co TTEE 1,130,180.7190 15.23% (Common) FBO GATX Master Trust Ret Trust DTD 12/19/79 500 W. Monroe St. Chicago, IL 60661-3671 A-8 NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Sun Trust Bank Atlanta Cust* 687,510.9690 9.26% (Common) FBO University of Central Fl. FDN A/C 11-04-123-1126515 P.O. Box 105870 Atlanta, GA 30348-5870 * The Portfolio believes these entities are not the beneficial owners of shares held of record by them. A-9 CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Hawaii Medical Service 1,209,233.3090 5.69% (Common) Association 818 Keeaumoko Street Honolulu, HI 96814-2365 Comerica Bank TTEE* 3,519,280.6170 16.56% (Common) FBO Consumer Energy Pension Plan 212 W Michigan Avenue Jackson, MI 49201-2236 Comerica Bank TTEE* 1,638,386.6380 7.71% (Common) FBO Consumers Energy Employee's Savings & Incentive Plan U/A 10/1/01 212 W Michigan Avenue Jackson, MI 49201-2236 Northern Trust Company TTEE* 6,958,904.5900 32.74% (Common) FBO Tyco International Ltd. A/C# 22-07149 P.O. Box 92956 Chicago, IL 60675-2956 Northern Marianas Island 1,306,801.8540 6.15% (Common) Retirement Fund First Floor Nauru Building P.O. Box 1247 Saipan MP 96950 TBG Commingled Trust 1,886,122.6590 8.87% (Common) 565 Fifth Avenue New York, NY 10017-2413 A-10 NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Credit Suisse Asset Management LLC* 89.3660 91.37% (A) 466 Lexington Avenue 10th Floor New York, NY 10017-3142 Credit Suisse Asset Management LLC* 89.3660 8.23% (B) 466 Lexington Avenue 10th Floor New York, NY 10017-3142 Donaldson Lufkin Jenrette* 984.2520 90.69% (B) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Donaldson Lufkin Jenrette* 1,746.7250 94.53% (C) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-11 CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC. OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Charles Schwab & Co. Inc.* 8,265,501.4820 26.21% (Common) Special Custody Account for the Exclusive Benefit of Customers Attn.: Mutual Funds 101 Montgomery St. San Francisco, CA 94104-4122 Nat'l Financial Services Corp.* 3,882,552.6110 12.31% (Common) FBO Customers Church Street Station P.O. Box 3908 New York, NY 10008-3908 Connecticut General Life Ins. Co. 6,257,731.9420 97.22% (Advisor) on Behalf of its Separate Accounts Attn: Carmen G. Rivera 280 Trumbull St. #819B Hartford, CT 06103-3509 Merrill Lynch Pierce Fenner & Smith Inc.* 870.3690 16.61* (A) Building 1 Team A FL 2 4800 Deer Lake Drive East Jacksonville, FL 32246-6486 Donaldson Lufkin Jenrette* 1,355.8600 25.88% (A) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Raymond James & Assoc. Inc.* 960.000 18.32% (A) FBO Ray IRA Bin# 75836218 880 Carillon Pkwy St. Petersburg, FL 33716-1100 A-12 NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Raymond James & Assoc. Inc.* 480.0000 9.16% (A) FBO Swirda IRA Bin# 77791977 880 Carillon Pkwy St. Petersburg, FL 33716-1100 Raymond James & Assoc. Inc.* 1,456.0000 27.79% (A) FBO Yock IRA Bin# 51917267 880 Carillon Pkwy St. Petersburg, FL 33716-1100 Donaldson Lufkin Jenrette* 10,154.7650 98.86% (B) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Credit Suisse Asset Management LLC* 102.3540 20.36% (C) 466 Lexington Ave. 10th Floor New York, NY 10017-3142 Raymond James & Assoc. Inc.* 385.0000 76.58% (C) FBO Carter IRA Bin# 77783232 880 Carillon Pkwy St. Petersburg, FL 33716-1100 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-13 CREDIT SUISSE OPPORTUNITY FUNDS (International Fund) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Donaldson Lufkin Jenrette* 6,364.7320 36.42% (Common) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Raymond James & Assoc. Inc.* 1,500.9950 8.59% (Common) FBO Duddey IRA Bin# 73621296 880 Carillon Parkway St. Petersburg, FL 33716-1100 Donaldson Lufkin Jenrette* 335,097.0100 15.85% (A) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Bankers Trust Company* 285,357.2970 13.50% (A) FBO 2448094242 P.O. Box 9005 Church Street Station New York, NY 10008 Donaldson Lufkin Jenrette* 20,580.1900 81.83% (C) Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Lehman Brothers, Inc. 1,528.5600 6.08% (C) 744-21739-15 101 Hudson Street, 31st Floor Jersey City, NJ 07302-3915 * The Fund believes these entities are not the beneficial owners of shares held of record by them. A-14 CREDIT SUISSE TRUST (Emerging Markets Portfolio) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) The Travelers Sep Account 1,546,949.2260 25.69% (Common) ABD2 For Variable Annuities of the Travelers Insurance Co. 1 Tower Square Hartford, CT 06183 The Travelers Sep Account 787,891.3960 13.08% (Common) ABD For Variable Annuities of the Travelers Insurance Co. 1 Tower Square Hartford, CT 06183 Allmerica Financial Life Ins. 640,830.8120 10.64% (Common) & Annuity Center Allmerica FIN Separate Accounts Mailstop S-310 440 Lincoln St. Worcester, MA 01653-0002 Kemper Investors 2,585,689.6050 42.93% (Common) Life Insurance Company Attn: Karen Portem 1600 McConnor Pkwy Schaumburg, IL 60196-6801 * The Portfolio believes these entities are not the beneficial owners of shares held of record by them. A-15 CREDIT SUISSE TRUST (Global Post-Venture Capital Portfolio) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Nationwide Life 1,436,661.8890 13.61% (Common) Insurance Company Nationwide Variable Account II* c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Pruco Life Flexible Premium 3,225,856.9430 30.55% (Common) Variable Annuity Account* 213 Washington St. Fl. 7 Newark, NJ 07102-2917 Nationwide Life 815,197.2360 7.72% (Common) Insurance Company* NWVA-9 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Fidelity Investments 1,480,962.2390 14.03% (Common) Life Insurance Company* 82 Devonshire Street #R25B Boston, MA 02109-3614 Kemper Investors 1,762,439.8580 16.69% (Common) Life Insurance Company Variable Annuity Separate Account* Attn: Karen Portem 1600 McConnor Parkway Schaumburg, IL 60196-6801 * The Portfolio believes these entities are not the beneficial owners of shares held of record by them. A-16 CREDIT SUISSE TRUST (Global Technology Portfolio) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND NUMBER OF PERCENT OF SHARES SHARES NAME AND ADDRESS OWNED OF RECORD OUTSTANDING (CLASS) Fidelity Investment Institutional* 247,243.5200 43.49% (Common) Operations CNT as Agent for Certain Employee Benefit Plans 100 Magellan Way Covington, KY 41015-1999 Trustlynx & Co. 321,272.6780 56.51% (Common) House Account PO Box 173736 Denver, CO 80217-3736 * The Portfolio believes these entities are not the beneficial owners of shares held of record by them. A-17 CREDIT SUISSE TRUST (International Focus Portfolio) OWNERS OF MORE THAN 5% OF THE OUTSTANDING SHARES OF THE FUND Nationwide Life 11,394,397.9310 65.85% (Common) Insurance Company Nationwide Variable Account II* c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Nationwide Life* 1,787,046.7910 10.33% (Common) Insurance Company NWVA-9 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Fidelity Investments* 1,966,952.2060 11.37% (Common) Life Insurance Company Attn.: Angela Kardaris 82 Devonshire St. #R25B Boston, MA 02109-3614 * The Portfolio believes these entities are not the beneficial owners of shares held of record by them. A-18 APPENDIX B SECURITY OWNERSHIP OF MANAGEMENT - -------------------------------------------------------------------------------- NUMBER OF SHARES* PERCENT OF NAME OF BENEFICIALLY SHARES DIRECTOR/ NAME OF OWNED OUTSTANDING BY EXECUTIVE CREDIT SUISSE BY CLASS (1) CLASS OFFICER TITLE FUND COMMON A B C COMMON A B C - -------------------------------------------------------------------------------- James Director Institutional 0 Pasman International - -------------------------------------------------------------------------------- Richard Director Global Post- 1,706 ** Francis venture Capital - -------------------------------------------------------------------------------- Steven Director Global 49 ** Rappaport Technology - -------------------------------------------------------------------------------- Director Global Post- 234 ** venture Capital - -------------------------------------------------------------------------------- Director Global Health 178 ** Sciences - -------------------------------------------------------------------------------- Director International 200 ** Focus - -------------------------------------------------------------------------------- Enrique R. Director Telecommuni- ** Arzac cations Fund - -------------------------------------------------------------------------------- James J. Director Telecommuni- ** Cattano cations Fund - -------------------------------------------------------------------------------- George W. Director Telecommuni- ** Landau cations Fund - -------------------------------------------------------------------------------- Martin M. Director Telecommunic- ** Torino cations Fund - -------------------------------------------------------------------------------- Richard W. Director Telecommunic- ** Watt cations Fund - -------------------------------------------------------------------------------- (1) The information as to beneficial ownership is based on statements furnished to the Funds by each director and executive officer. Each individual listed above has sole voting and investment power with respect to shares deemed to be beneficially owned by him/her, except in certain circumstances where the individual may share voting and investment power with spouse and/or other immediate family members. * Rounded to the nearest full share. ** Less than 1% ownership. B-1 THIS PAGE INTENTIONALLY LEFT BLANK B-2 APPENDIX C SUB-INVESTMENT ADVISORY AGREEMENT ______ __, 2002 Credit Suisse Asset Management (Australia) Limited Level 32, Gateway Building 1 Macquarie Place SYDNEY NSW 2000 Dear Sir/Madam: Credit Suisse __________ Fund, Inc. (the "Fund"), [a corporation organized and existing under the laws of the State of Maryland,][a business trust organized under the laws of the Commonwealth of Massachusetts,] and Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"), herewith confirms their agreement with Credit Suisse Asset Management (Australia) Limited (the "Sub-Adviser"), a company registered under the laws of the State of Victoria, as follows: 1. Investment Description; Appointment The Fund desires to employ the capital of the Fund by investing and reinvesting in securities of the kind and in accordance with the limitations specified in the Fund's [Articles of Incorporation][Agreement and Declaration of Trust], as may be amended from time to time [(the "Articles of Incorporation")][(the "Agreement and Declaration of Trust")], and in the Fund's Prospectus(es) and Statement(s) of Additional Information, as from time to time in effect (the "Prospectus" and "SAI," respectively) and in such manner and to such extent as may from time to time be approved by the Board of [Directors][Trustees] of the Fund. Copies of the Prospectus, SAI and [Articles of Incorporation][Agreement and Declaration of Trust] have been or will be submitted to the Sub-Adviser. The Fund agrees to promptly provide the Sub-Adviser with copies of all amendments to the Prospectus and SAI on an on-going basis. The Fund employs CSAM as its investment adviser. CSAM desires to employ and hereby appoints the Sub-Adviser to act as its sub-investment adviser upon the terms set forth in this Agreement. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth below for the compensation provided for herein. 2. Services as Sub-Investment Adviser (a) Subject to the supervision and direction of CSAM, the Sub-Adviser will provide investment advisory and portfolio management advice to all or that portion of the Fund's assets designated by CSAM from time to time (the "Assets") in accordance with (a) the [Articles of Incorporation][Agreement and Declaration of Trust], (b) the Investment Company Act of 1940, as amended (the "1940 Act"), C-1 and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and all applicable Rules and Regulations of the Securities and Exchange Commission (the "SEC") and all other applicable laws and regulations, and (c) the Fund's investment objective and policies as stated in the Prospectus and SAI and investment parameters provided by CSAM from time to time. In connection therewith, the Sub-Adviser will: (i) manage the Assets or furnish recommendations to manage the Assets in accordance with the Fund's investment objective and policies; (ii) make investment decisions or recommendations with respect to the Assets; (iii) if requested by CSAM will place purchase and sale orders for securities on behalf of the Fund with respect to the Assets; (iv) exercise voting rights with respect to the Assets if requested by CSAM; and (v) furnish CSAM and the Fund's Board of [Directors][Trustees] with such periodic and special reports as the Fund or CSAM may reasonably request. In providing those services, the Sub-Adviser will, if requested by CSAM, provide investment research and supervision of the Assets and conduct a continued program of investment, evaluation and, if appropriate, sale and reinvestment of the Assets. (b) In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with third parties for the acquisition of research, clerical services and other administrative services that would not require such parties to be required to register as an investment adviser under the Advisers Act; provided that the Sub-Adviser shall remain liable for the performance of its duties hereunder. 3. Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser C-2 or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund 4. Disclosure Regarding the Sub-Adviser (a) The Sub-Adviser has reviewed the disclosure about the Sub-Adviser contained in the Fund's registration statement and represents and warrants that, with respect to such disclosure about the Sub-Adviser or information related, directly or indirectly, to the Sub-Adviser, such registration statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein not misleading. (b) The Sub-Adviser agrees to notify CSAM and the Fund promptly of (i) any statement about the Sub-Adviser contained in the Fund's registration statement that becomes untrue in any material respect, (ii) any omission of a material fact about the Sub-Adviser in the Fund's registration statement which is required to be C-3 stated therein or necessary to make the statements contained therein not misleading, or (iii) any reorganization or change in the Sub-Adviser, including any change in its ownership or key employees . (c) Prior to the Fund or CSAM or any affiliated person (as defined in the 1940 Act, an "Affiliate") of either using or distributing sales literature or other promotional material referring to the Sub-Adviser ("Promotional Material"), the Fund or CSAM, where applicable, shall forward such material to the Sub-Adviser and shall allow the Sub-Adviser reasonable time to review the material. The Sub-Adviser will not act unreasonably in its review of Promotional Material and the Fund or CSAM, where applicable, will use all reasonable efforts to ensure that all Promotional Material used or distributed by or on behalf of the Fund or CSAM will comply with the requirements of the Advisers Act, the 1940 Act and the rules and regulations promulgated thereunder. (d) The Sub-Adviser has supplied CSAM and the Fund copies of its Form ADV with all exhibits and attachments thereto and will hereinafter supply CSAM and the Fund, promptly upon preparation thereof, copies of all amendments or restatements of such document. 5. Representations and Warranties 5.1 The Sub-Adviser represents and warrants that: (a) it is a duly registered investment adviser under the Advisers Act, a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement. (b) it has read and understands the Prospectus and SAI and warrants that in investing the Fund's assets it will use all reasonable efforts to adhere to the Fund's investment objectives, policies and restrictions contained therein. (c) it has adopted a written Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to such Code. 5.2 The Fund represents and warrants that: (a) it has full power to enter into the terms of this Agreement and to enter into transactions contemplated by this Agreement and that its entry into the Agreement nor the exercise by the Sub-Adviser of its discretions or powers under this Agreement will result in any default under any contract or other agreement or instrument to which the Fund is a party, or any statute or rule, regulation or order of any governmental agency or body applicable to the Fund. (b) information which has been provided to the Sub-Adviser in relation to the Fund's status, residence and domicile for taxation purposes is complete and correct, and the Fund agrees to provide any further information properly required by any competent authority. C-4 (c) it will notify the Sub-Adviser promptly if there is any material change in any of the above information and will provide such other relevant information as the Sub-Adviser may reasonably request in order to fulfill its regulatory and contractual obligations. The Fund acknowledges that a failure to provide such information may adversely affect the quality of the services that the Sub-Adviser may provide. 5.3 CSAM represents and warrants that: it has full power to enter into the terms of this Agreement and to enter into transactions contemplated by this Agreement and that neither its entry into the Agreement nor the exercise by the Sub-Adviser of its discretions or powers under this Agreement will result in any default under any contract or other agreement or instrument to which CSAM is a party, or any statute or rule, regulation or order of any governmental agency or body applicable to CSAM. 6. Compliance (a) The Sub-Adviser agrees that it shall promptly notify CSAM and the Fund (i) in the event that the SEC or any other regulatory authority has censured its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, (ii) in the event that there is a change in the Sub-Adviser, financial or otherwise, that adversely affects its ability to perform services under this Agreement or (iii) upon having a reasonable basis for believing that, as a result of the Sub-Adviser's investing the Fund's assets, the Fund's investment portfolio has ceased to adhere to the Fund's investment objectives, policies and restrictions as stated in the Prospectus or SAI or is otherwise in violation of applicable law. (b) CSAM agrees that it shall promptly notify the Sub-Adviser in the event that the SEC has censured CSAM or the Fund; placed limitations upon any of their activities, functions or operations; suspended or revoked CSAM's registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions. (c) The Fund and CSAM shall be given access to the records with respect to the Fund of the Sub-Adviser at reasonable times solely for the purpose of monitoring compliance with the terms of this Agreement and the rules and regulations applicable to the Sub-Adviser relating to its providing investment advisory services to the Fund, including without limitation records relating to trading by employees of the Sub-Adviser for their own accounts and on behalf of other clients, provided that such access does not constitute a breach of any obligation of client confidentiality to which the Sub-Adviser is bound. The Sub-Adviser agrees to cooperate with the Fund and CSAM and their representatives in connection with any such monitoring efforts. 7. Books and Records (a) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Fund are C-5 the property of the Fund and further agrees to surrender promptly to the Fund any of such upon request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified therein. (b) The Sub-Adviser hereby agrees to furnish to regulatory authorities having the requisite authority any information or reports in connection with services that the Sub-Adviser renders pursuant to this Agreement which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. 8. Provision of Information; Proprietary and Confidential Information (a) CSAM agrees that it will furnish to the Sub-Adviser information related to or concerning the Fund that the Sub-Adviser may reasonably request (b) The Sub-Adviser agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, CSAM and prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder except, where practicable, after prior notification to and approval in writing of the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply or when requested to divulge such information by duly constituted authorities. (c) The Sub-Adviser represents and warrants that neither it nor any affiliate will use the name of the Fund, CSAM or any of their affiliates in any prospectus, sales literature or other material in any manner without the prior written approval of the Fund or CSAM, as applicable. 9. Standard of Care The Sub-Adviser shall exercise its best judgment in rendering the services described herein. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or CSAM in connection with the matters to which this Agreement relates, except that the Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty by the Sub-Adviser with respect to the receipt of compensation for services; provided that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Fund or CSAM or to shareholders of the Fund to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement. The Fund and CSAM understand and agree that the Sub-Adviser may rely upon information furnished to it reasonably believed by the Sub-Adviser to be accurate and reliable and, except as herein provided, the Sub-Adviser shall not be accountable for loss suffered by the Fund by reason of such reliance of the Sub-Adviser. C-6 10. Compensation In consideration of the services rendered pursuant to this Agreement, CSAM will pay the Sub-Adviser such amounts as the parties may agree upon from time to time as set forth on Schedule A, as amended from time to time. 11. Expenses (a) The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement, which shall not include the Fund's expenses listed in paragraph 11(b). (b) The Fund will bear certain other expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors of the Fund who are not officers, directors, or employees of CSAM or the Sub-Adviser or affiliates of any of them; fees of any pricing service employed to value shares of the Fund; SEC fees, state Blue Sky qualification fees and any foreign qualification fees; charges of custodians and transfer and dividend disbursing agents; the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Fund's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses: costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders' reports and meetings of the shareholders of the Fund and of the officers or Board of [Directors][Trustees] of the Fund; and any extraordinary expenses. 12. Term of Agreement This Agreement shall commence on the date first written above and shall continue for an initial two-year period commencing on the date first written above, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) the Board of [Directors][Trustees] of the Fund or (b) a vote of a "majority" (as defined in the 1940 Act) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of [Directors][Trustees] who are not "interested persons" (as defined the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, (i) by CSAM on 60 (sixty) days' written notice to the Fund and the Sub-Adviser, (ii) by the Board of [Directors][Trustees] of the Fund or by vote of holders of a majority of the Fund's shares on 60 (sixty) days' written notice to CSAM and the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty) days' written notice to the Fund and CSAM. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act) by any party hereto. In the event of termination of this Agreement for any reason, all records relating to the Fund kept by the Sub-Adviser shall promptly be returned to CSAM or the Fund, free from any claim or retention of rights in such records by the Sub-Adviser. In the event this Agreement is terminated or is not approved in C-7 the foregoing manner, the provisions contained in paragraph numbers 4(c), 7, 8 and 9 shall remain in effect. 13. Amendments No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by an affirmative vote of (a) the holders of a majority of the outstanding voting securities of the Fund and (b) the Board of [Directors][Trustees] of the Fund, including a majority of [Directors][Trustees] who are not "interested persons" (as defined in the 1940 Act) of the Fund or of either party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law. 14. Notices 14.1 All communications hereunder shall be given (a) if to the Sub-Adviser, to Credit Suisse Asset Management (Australia) Limited, Level 32, Gateway Building, 1 Macquarie Place, SYDNEY NSW AUSTRALIA Attention: Annette Golden), telephone: 612 8205 4080 facsimile: 612-8205 4993, email, annette.k.golden@csam.com (b) if to CSAM, to Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147 (Attention: Hal Liebes), telephone: (212) 875-3779, telecopy: (646) 658-0817, and (c) if to the Fund, c/o Credit Suisse Funds, 466 Lexington Avenue, New York, New York 10017-3147, telephone: (212) 875-3500, telecopy: (212) 878-9351 (Attention: President). 14.2 The Sub-Adviser may rely on, and act without further enquiry upon, any instruction, notice or request of any person(s) who is or who the Sub-Adviser reasonably believes in good faith to be person(s) designated by CSAM or the Fund to give such instruction, notice or request, and further provided that such instruction, notice or request is made in writing and sent by original signed letter, facsimile or electronic means in accordance with the provisions of Clause 14.1. 14.3 CSAM and the Fund will provide a list of person(s) who are authorized to give instructions and sign documents and take other actions in respect of the Assets. CSAM or the Fund shall notify the Sub-Adviser promptly of any amendment to such list and provide specimen signatures of new signatories, and the Sub-Adviser shall accept any such amendments. 15. Choice of Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York in the United States, including choice of law principles; provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or any applicable rules, regulations or orders of the SEC. 16. Miscellaneous (a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions herein or otherwise affect their construction or effect. (b) If any provision of this Agreement shall be held or made invalid by a court decision, by statute or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. (c) Nothing herein shall be construed to make the Sub-Adviser an agent of CSAM or the Fund. (d) This Agreement may be executed in counterparts, with the same effect as if the signatures were upon the same instrument. [THE FOLLOWING SECTION 17 APPLIES ONLY TO FUNDS THAT ARE MASSACHUSETTS BUSINESS TRUSTS.] 17. [Limitation of Liability It is expressly agreed that this Agreement was executed by or on behalf of the Fund and not by the Trustees of the Fund or its officers individually, and the obligations of the Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund individually, but bind only the assets and property of the Fund, as provided in the Agreement and Declaration of Trust of the Fund. The execution and delivery of this Agreement have been authorized by the Trustees and the sole shareholder of the Fund and signed by an authorized officer of the Fund, acting as such, and neither such authorization by such Trustees and shareholder nor such execution and delivery by such officer shall be deemed to have been made by any of then individually or to impose any liability on any of them personally, but shall bind only the trust property of the Fund as provided in its Agreement and Declaration of Trust.] ****************** C-9 Please confirm that the foregoing is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us. Very truly yours, CREDIT SUISSE ASSET MANAGEMENT, LLC By: _________________________________ Name: Hal Liebes Title: Managing Director CREDIT SUISSE _______________ FUND, INC. By: _________________________________ Name: Hal Liebes Title: Secretary CREDIT SUISSE ASSET MANAGEMENT (AUSTRALIA) LIMITED, ABN 57 007 305 384, in accordance with its Articles of Association - ------------------------------ Director - ------------------------------ Director/Secretary C-10 SCHEDULE A CSAM will pay the Sub-Adviser a fee of $480,000 (the "Total Fee"), one quarter of which shall be payable in U.S. dollars in arrears on the last business day of each calendar quarter. The fee for the first period during which this Agreement is in effect shall be pro-rated for the portion of the calendar quarter that the Agreement is in effect. The Total Fee shall be an aggregate fee paid for services rendered with respect to this Fund and such other Credit Suisse Funds for which the Sub-Adviser has been appointed as such and which CSAM and the Sub-Adviser agree will be governed by this fee schedule. The portion of the Total Fee allocable with respect to the Fund for any calendar quarter or portion thereof is equal to the product of (a) the Total Fee and (b) a fraction: (i) the numerator of which is the average monthly net assets of the Fund during such calendar quarter or portion thereof and (ii) the denominator of which is the aggregate average monthly net assets of the Fund and other registered investment companies for which the Sub-Adviser has been appointed as such during such calendar quarter or portion thereof (rounded to the nearest thousand dollars). C-11 THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX D FORM OF SUB-INVESTMENT ADVISORY AGREEMENT ______ __, 2002 Credit Suisse Asset Management (Australia) Limited Level 32, Gateway Building 1 Macquarie Place SYDNEY NSW 2000 Dear Sir/Madam: The Emerging Markets Telecommunications Fund, Inc. (the "Fund"), a corporation organized and existing under the laws of the State of Maryland, and Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"), herewith confirms their agreement with Credit Suisse Asset Management (Australia) Limited (the "Sub-Adviser"), a company registered under the laws of the State of Victoria, as follows: 1. Investment Description; Appointment The Fund desires to employ the capital of the Fund by investing and reinvesting in securities of the kind and in accordance with the limitations specified in the Fund's Articles of Incorporation, as may be amended from time to time (the "Articles of Incorporation"), and in the Fund's Registration Statement, as from time to time in effect (the "Registration Statement") and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Fund. Copies of the Registration Statement and Articles of Incorporation have been or will be submitted to the Sub-Adviser. The Fund agrees to promptly provide the Sub-Adviser with copies of all amendments to the Registration Statement on an on-going basis. The Fund employs CSAM as its investment adviser. CSAM desires to employ and hereby appoints the Sub-Adviser to act as its sub-investment adviser upon the terms set forth in this Agreement. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth below for the compensation provided for herein. 2. Services as Sub-Investment Adviser 2.1 Subject to the supervision and direction of CSAM, the Sub-Adviser will provide investment advisory and portfolio management advice to all or that portion of the Fund's assets designated by CSAM from time to time (the "Assets") in accordance with (a) the Articles of Incorporation, (b) the Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and all applicable Rules and Regulations of the Securities and Exchange Commission (the "SEC") and all other applicable laws and regulations, and (c) the Fund's investment objective and policies as stated in D-1 the Registration Statement and investment parameters provided by CSAM from time to time. In connection therewith, the Sub-Adviser will: (vi) manage the Assets or furnish recommendations to manage the Assets in accordance with the Fund's investment objective and policies; (vii) make investment decisions or recommendations with respect to the Assets; (viii) if requested by CSAM will place purchase and sale orders for securities on behalf of the Fund with respect to the Assets; (ix) exercise voting rights with respect to the Assets if requested by CSAM; and (x) furnish CSAM and the Fund's Board of Directors with such periodic and special reports as the Fund or CSAM may reasonably request. In providing those services, the Sub-Adviser will, if requested by CSAM, provide investment research and supervision of the Assets and conduct a continued program of investment, evaluation and, if appropriate, sale and reinvestment of the Assets. (b) In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with third parties for the acquisition of research, clerical services and other administrative services that would not require such parties to be required to register as an investment adviser under the Advisers Act; provided that the Sub-Adviser shall remain liable for the performance of its duties hereunder. 3. Execution of Transactions 3.1 In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. 3.2 It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser D-2 to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. 3.3 On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. 3.4 In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund 4. Disclosure Regarding the Sub-Adviser 4.1 The Sub-Adviser has reviewed the disclosure about the Sub-Adviser contained in the Fund's proxy statement used in seeking shareholder approval for this Agreement and represents and warrants that, with respect to such disclosure about the Sub-Adviser or information related, directly or indirectly, to the Sub-Adviser, such proxy statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein not misleading. 4.2 The Sub-Adviser agrees to notify CSAM and the Fund promptly of (i) any statement about the Sub-Adviser contained in the Registration Statement that becomes untrue in any material respect, (ii) any omission of a material fact about the Sub-Adviser in the Registration Statement which is required to be stated therein or necessary to make the statements contained therein not misleading, or (iii) any reorganization or change in the Sub-Adviser, including any change in its ownership or key employees . 4.3 Prior to the Fund or CSAM or any affiliated person (as defined in the 1940 Act, an "Affiliate") of either using or distributing sales literature or other D-3 promotional material referring to the Sub-Adviser ("Promotional Material"), the Fund or CSAM, where applicable, shall forward such material to the Sub-Adviser and shall allow the Sub-Adviser reasonable time to review the material. The Sub-Adviser will not act unreasonably in its review of Promotional Material and the Fund or CSAM, where applicable, will use all reasonable efforts to ensure that all Promotional Material used or distributed by or on behalf of the Fund or CSAM will comply with the requirements of the Advisers Act, the 1940 Act and the rules and regulations promulgated thereunder. 4.4 The Sub-Adviser has supplied CSAM and the Fund copies of its Form ADV with all exhibits and attachments thereto and will hereinafter supply CSAM and the Fund, promptly upon preparation thereof, copies of all amendments or restatements of such document. 5. Representations and Warranties 5.1 The Sub-Adviser represents and warrants that: (a) it is a duly registered investment adviser under the Advisers Act, a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement. (b) it has read and understands the Registration Statement and warrants that in investing the Fund's assets it will use all reasonable efforts to adhere to the Fund's investment objectives, policies and restrictions contained therein. (c) it has adopted a written Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to such Code. 5.2 The Fund represents and warrants that: (a) it has full power to enter into the terms of this Agreement and to enter into transactions contemplated by this Agreement and that its entry into the Agreement nor the exercise by the Fund of its discretions or powers under this Agreement will result in any default under any contract or other agreement or instrument to which the Fund is a party, or any statute or rule, regulation or order of any governmental agency or body applicable to the Fund. (b) information which has been provided to the Sub-Adviser in relation to the Fund's status, residence and domicile for taxation purposes is complete and correct, and the Fund agrees to provide any further information properly required by any competent authority. (c) it will notify the Sub-Adviser promptly if there is any material change in any of the above information and will provide such other relevant information as the Sub-Adviser may reasonably request in order to fulfill its regulatory and contractual obligations. The Fund acknowledges that a failure to provide such information may adversely affect the quality of the services that the Sub-Adviser may provide. D-4 5.3 CSAM represents and warrants that: it has full power to enter into the terms of this Agreement and to enter into transactions contemplated by this Agreement and that neither its entry into the Agreement nor the exercise by CSAM of its discretions or powers under this Agreement will result in any default under any contract or other agreement or instrument to which CSAM is a party, or any statute or rule, regulation or order of any governmental agency or body applicable to CSAM. 6. Compliance 6.1 The Sub-Adviser agrees that it shall promptly notify CSAM and the Fund (i) in the event that the SEC or any other regulatory authority has censured its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, (ii) in the event that there is a change in the Sub-Adviser, financial or otherwise, that adversely affects its ability to perform services under this Agreement or (iii) upon having a reasonable basis for believing that, as a result of the Sub-Adviser's investing the Fund's assets, the Fund's investment portfolio has ceased to adhere to the Fund's investment objectives, policies and restrictions as stated in the Registration Statement or is otherwise in violation of applicable law. 6.2 CSAM agrees that it shall promptly notify the Sub-Adviser in the event that the SEC has censured CSAM or the Fund; placed limitations upon any of their activities, functions or operations; suspended or revoked CSAM's registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions. 6.3 The Fund and CSAM shall be given access to the records with respect to the Fund of the Sub-Adviser at reasonable times solely for the purpose of monitoring compliance with the terms of this Agreement and the rules and regulations applicable to the Sub-Adviser relating to its providing investment advisory services to the Fund, including without limitation records relating to trading by employees of the Sub-Adviser for their own accounts and on behalf of other clients, provided that such access does not constitute a breach of any obligation of client confidentiality held by the Sub-Adviser. The Sub-Adviser agrees to cooperate with the Fund and CSAM and their representatives in connection with any such monitoring efforts. 7. Books and Records 7.1 In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified therein. D-5 7.2 The Sub-Adviser hereby agrees to furnish to regulatory authorities having the requisite authority any information or reports in connection with services that the Sub-Adviser renders pursuant to this Agreement which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. 8. Provision of Information; Proprietary and Confidential Information 8.1 CSAM agrees that it will furnish to the Sub-Adviser information related to or concerning the Fund that the Sub-Adviser may reasonably request 8.2 The Sub-Adviser agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, CSAM and prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder except, where practicable, after prior notification to and approval in writing of the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply or when requested to divulge such information by duly constituted authorities. 8.3 The Sub-Adviser represents and warrants that neither it nor any affiliate will use the name of the Fund, CSAM or any of their affiliates in any prospectus, sales literature or other material in any manner without the prior written approval of the Fund or CSAM, as applicable. 9. Standard of Care The Sub-Adviser shall exercise its best judgment in rendering the services described herein. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or CSAM in connection with the matters to which this Agreement relates, except that the Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty by the Sub-Adviser with respect to the receipt of compensation for services; provided that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Fund or CSAM or to shareholders of the Fund to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement ("disabling conduct"). The Fund shall indemnify the Sub-Adviser against, and hold it harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) not resulting from disabling conduct by the Sub-Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Sub-Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Sub-Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Fund who are neither 'interested persons' of the D-6 Fund nor parties to the proceeding ('disinterested non-party directors') or (b) an independent legal counsel in a written opinion. The Sub-Adviser shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Sub-Adviser shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Sub-Adviser shall provide security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against losses arising by reason of the advance; or (c) a majority of a quorum of the full Board of Directors of the Fund, the members of which majority are disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Sub-Advisor will ultimately be found to be entitled to indemnification. The Fund and CSAM understand and agree that the Sub-Adviser may rely upon information furnished to it reasonably believed by the Sub-Adviser to be accurate and reliable and, except as herein provided, the Sub-Adviser shall not be accountable for loss suffered by the Fund by reason of such reliance of the Sub-Adviser. 10. Compensation In consideration of the services rendered pursuant to this Agreement, CSAM will pay the Sub-Adviser such amounts as the parties may agree upon from time to time as set forth on Schedule A, as amended from time to time. 11. Expenses 11.1 The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement, which shall not include the Fund's expenses listed in paragraph 11(b). 11.2 The Fund will bear certain other expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors of the Fund who are not officers, directors, or employees of CSAM or the Sub-Adviser or affiliates of any of them; fees of any pricing service employed to value assets of the Fund; SEC fees, state Blue Sky qualification fees and any foreign qualification fees; charges of custodians and transfer and dividend disbursing agents; the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Fund's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses: costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders' reports and meetings of the shareholders of the Fund and of the officers or Board of Directors of the Fund; and any extraordinary expenses. D-7 12. Term of Agreement This Agreement shall commence on the date first written above and shall continue for an initial two-year period commencing on the date first written above, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) the Board of Directors of the Fund or (b) a vote of a "majority" (as defined in the 1940 Act) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, (i) by CSAM on 60 (sixty) days' written notice to the Fund and the Sub-Adviser, (ii) by the Board of Directors of the Fund or by vote of holders of a majority of the Fund's shares on 60 (sixty) days' written notice to CSAM and the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty) days' written notice to the Fund and CSAM. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act) by any party hereto. In the event of termination of this Agreement for any reason, all records relating to the Fund kept by the Sub-Adviser shall promptly be returned to CSAM or the Fund, free from any claim or retention of rights in such records by the Sub-Adviser. In the event this Agreement is terminated or is not approved in the foregoing manner, the provisions contained in paragraph numbers 4(c), 7, 8 and 9 shall remain in effect. 13. Amendments No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by an affirmative vote of (a) the holders of a majority of the outstanding voting securities of the Fund and (b) the Board of Directors of the Fund, including a majority of Directors who are not "interested persons" (as defined in the 1940 Act) of the Fund or of either party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law. 14. Notices 14.1 All communications hereunder shall be given (a) if to the Sub-Adviser, to Credit Suisse Asset Management (Australia) Limited, Level 32, Gateway Building, 1 Macquarie Place, SYDNEY NSW AUSTRALIA Attention: Annette Golden), telephone: 612 8205 4080- facsimile: 612-8205 4993, email, annette.k.golden@csam.com (b) if to CSAM, to Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147 (Attention: Hal Liebes), telephone: (212) 875-3779, telecopy: (646) 658-0817, and (c) if to the Fund, c/o Credit Suisse Funds, 466 Lexington Avenue, New York, New York 10017-3147, telephone: (212) 875-3500, telecopy: (212) 878-9351 (Attention: President). D-8 14.2 The Sub-Adviser may rely on, and act without further enquiry upon, any instruction, notice or request of any person(s) who is or who the Sub-Adviser reasonably believes in good faith to be person(s) designated by CSAM or the Fund to give such instruction, notice or request, and further provided that such instruction, notice or request is made in writing and sent by original signed letter, facsimile or electronic means in accordance with the provisions of Clause 14.1. 14.3 CSAM and the Fund will provide a list of person(s) who are authorized to give instructions and sign documents and take other actions in respect of the Assets. CSAM or the Fund shall notify the Sub-Adviser promptly of any amendment to such list and provide specimen signatures of new signatories, and the Sub-Adviser shall accept any such amendments. 15. Choice of Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York in the United States, including choice of law principles; provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or any applicable rules, regulations or orders of the SEC. 16. Miscellaneous 16.1 The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions herein or otherwise affect their construction or effect. 16.2 If any provision of this Agreement shall be held or made invalid by a court decision, by statute or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 16.3 Nothing herein shall be construed to make the Sub-Adviser an agent of CSAM or the Fund. 16.4 This Agreement may be executed in counterparts, with the same effect as if the signatures were upon the same instrument. ****************** D-9 Please confirm that the foregoing is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us. Very truly yours, CREDIT SUISSE ASSET MANAGEMENT, LLC By: _________________________________ Name: Hal Liebes Title: Managing Director THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. By: _________________________________ Name: Michael A. Pignataro Title: Chief Financial Officer CREDIT SUISSE ASSET MANAGEMENT (AUSTRALIA) LIMITED, ABN 57 007 305 384, in accordance with its Articles of Association - ------------------------------ Director - ------------------------------ Director/Secretary D-10 SCHEDULE A CSAM will pay the Sub-Adviser a fee of $480,000 (the "Total Fee"), one quarter of which shall be payable in U.S. dollars in arrears on the last business day of each calendar quarter. The fee for the first period during which this Agreement is in effect shall be pro-rated for the portion of the calendar quarter that the Agreement is in effect. The Total Fee shall be an aggregate fee paid for services rendered with respect to this Fund and such other Credit Suisse Funds, other than The Indonesia Fund, Inc., for which the Sub-Adviser has been appointed as such and which CSAM and the Sub-Adviser agree will be governed by this fee schedule. The portion of the Total Fee allocable with respect to the Fund for any calendar quarter or portion thereof is equal to the product of (a) the Total Fee and (b) a fraction: (i) the numerator of which is the average monthly net assets of the Fund during such calendar quarter or portion thereof and (ii) the denominator of which is the aggregate average monthly net assets of the Fund and other registered investment companies for which the Sub-Adviser has been appointed as such during such calendar quarter or portion thereof (rounded to the nearest thousand dollars). D-11 THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX E FEES OF CSAM PURSUANT TO ADVISORY AGREEMENTS - -------------------------------------------------------------------------------- TOTAL COMPENSATION INVESTMENT (AFTER WAIVERS AND FISCAL YEAR CREDIT SUISSE FUND ADVISORY FEE* REIMBURSEMENTS) ENDED Emerging Markets Fund 1.25% $228,937 10/31/01 - -------------------------------------------------------------------------------- Global Post-Venture 1.25% $1,138,790 10/31/01 Capital Fund - -------------------------------------------------------------------------------- Institutional International .80% $2,705,262 8/31/01 Fund - -------------------------------------------------------------------------------- Global Financial Services .90% $0 8/31/01 Fund - -------------------------------------------------------------------------------- Global Health Sciences 1.00% $718,420 8/31/01 Fund - -------------------------------------------------------------------------------- Global Technology Fund 1.00% $2,321,035 8/31/01 - -------------------------------------------------------------------------------- International Focus Fund 1.00% $171,663 10/31/01 - -------------------------------------------------------------------------------- Global Fixed Income 1.00% $513,355 10/31/01 Fund - -------------------------------------------------------------------------------- International Fund 1.00% $466,287 10/31/01 (Opportunity Funds) - -------------------------------------------------------------------------------- International Focus .80% $1,159,408 10/31/01 Portfolio (Institutional Fund) - -------------------------------------------------------------------------------- Japan Growth Fund 1.25% $462,448 10/31/01 - -------------------------------------------------------------------------------- Emerging Markets 1.25% $277,437 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- International Focus 1.00% $3,835,797 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- Global Technology 1.00% $0 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- Global Post-Venture 1.25% $1,268,446 12/31/01 Capital Portfolio (Trust) - -------------------------------------------------------------------------------- Emerging Markets ** $1,219,093 11/30/01 Telecommunications Fund - -------------------------------------------------------------------------------- * As a percentage of average net assets. E-1 ** CSAM receives compensation at an annual rate of 1.25% of the first $100 million of the Emerging Markets Telecommunications Fund's "Average Weekly Base Amount," 1.125% of the next $100 million and 1.00% of amounts above $200 million. "Average Weekly Base Amount" is the average of the lesser of (i) market value of the Emerging Markets Telecommunications Fund's outstanding shares and (ii) the Emerging Markets Telecommunications Fund's net assets, in each case determined as of the last trading day for each week during that quarter. E-2 APPENDIX F FEES OF CSAMSI - ------------------------------------------------------------------------------- AGGREGATE FEE AGGREGATE FEE PAID TO CSAMSI PAID TO CSAMSI FISCAL FOR ADMINISTRATIVE FOR DISTRIBUTION YEAR CREDIT SUISSE FUND SERVICES SERVICES ENDED Emerging Markets Fund $55,922 $143,386 10/31/01 - -------------------------------------------------------------------------------- Global Post-Venture $149,622 $388,784 10/31/01 Capital Fund - -------------------------------------------------------------------------------- Institutional International $0 $17 8/31/01 Fund - -------------------------------------------------------------------------------- Global Financial Services $487 $3,276 8/31/01 Fund - -------------------------------------------------------------------------------- Global Health Sciences $96,743 $241,857 8/31/01 Fund - -------------------------------------------------------------------------------- International Focus Fund $51,160 $0 10/31/01 - -------------------------------------------------------------------------------- Global Technology Fund $95,736 $652,561 8/31/01 - -------------------------------------------------------------------------------- International Fund $32,136 $136,805 10/31/01 (Opportunity Funds) - -------------------------------------------------------------------------------- International Focus $201,684 $0 10/31/01 Portfolio (Institutional Fund) - -------------------------------------------------------------------------------- Japan Growth Fund $95,558 $242,2200 10/31/01 - -------------------------------------------------------------------------------- Emerging Markets $36,519 $0 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- International Focus $383,580 $0 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- Global Technology $0 $0 12/31/01 Portfolio (Trust) - -------------------------------------------------------------------------------- Global Post-Venture $121,646 $0 12/31/01 Capital Portfolio (Trust) - -------------------------------------------------------------------------------- The Emerging Markets N/A N/A N/A Telecommunications Fund - -------------------------------------------------------------------------------- F-1 CSSUB-A-0702 [PROXY CARD] CREDIT SUISSE EMERGING MARKETS FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Emerging Markets Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on ____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -1-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -2- [PROXY CARD] CREDIT SUISSE GLOBAL POST-VENTURE CAPITAL FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Global Post-Venture Capital Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -3-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -4- [PROXY CARD] CREDIT SUISSE INSTITUTIONAL INTERNATIONAL FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Institutional International Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -5-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -6- [PROXY CARD] CREDIT SUISSE GLOBAL FINANCIAL SERVICES FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Global Financial Services Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -7-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -8- [PROXY CARD] CREDIT SUISSE GLOBAL HEALTH SCIENCES FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Global Health Sciences Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -9-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -10- [PROXY CARD] CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse International Focus Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -11-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -12- [PROXY CARD] CREDIT SUISSE GLOBAL TECHNOLOGY FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Global Technology Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -13-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the Fund, undersigned shareholder. Credit Suisse Asset Management, LLC IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management Limited. PROXY WILL BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -14- [PROXY CARD] CREDIT SUISSE JAPAN GROWTH FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse Japan Growth Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -15-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the Fund, undersigned shareholder. Credit Suisse Asset Management, LLC IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management Limited. PROXY WILL BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -16- [PROXY CARD] CREDIT SUISSE OPPORTUNITY FUNDS INTERNATIONAL FUND PROXY SOLICITED BY THE BOARD OF TRUSTEES I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of Credit Suisse International Fund of the Credit Suisse Opportunity Funds (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -17-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -18- DETACH CARD [PROXY CARD] CREDIT SUISSE INSTITUTIONAL FUND, INC. INTERNATIONAL FOCUS PORTFOLIO PROXY SOLICITED BY THE BOARD OF DIRECTORS I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of the International Focus Portfolio of Credit Suisse Institutional Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Fund (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Fund or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -19-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Fund, Credit Suisse Asset IF NO DIRECTION IS MADE, THIS Management, LLC and Credit Suisse PROXY WILL Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -20- [PROXY CARD] CREDIT SUISSE TRUST EMERGING MARKETS PORTFOLIO PROXY SOLICITED BY THE BOARD OF TRUSTEES I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of the Emerging Markets Portfolio of Credit Suisse Trust (the "Trust Portfolio") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust Portfolio or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -21-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Trust Portfolio, Credit Suisse IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit PROXY WILL Suisse Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -22- [PROXY CARD] CREDIT SUISSE TRUST INTERNATIONAL FOCUS PORTFOLIO PROXY SOLICITED BY THE BOARD OF TRUSTEES I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of the International Focus Portfolio of Credit Suisse Trust (the " Trust Portfolio ") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust Portfolio or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -23-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Trust Portfolio, Credit Suisse IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit PROXY WILL Suisse Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -24- [PROXY CARD] CREDIT SUISSE TRUST GLOBAL TECHNOLOGY PORTFOLIO PROXY SOLICITED BY THE BOARD OF TRUSTEES I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of the Global Technology Portfolio of Credit Suisse Trust (the " Trust Portfolio ") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust Portfolio or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -25-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the Trust Portfolio, undersigned shareholder. Credit Suisse Asset Management, LLC IF NO DIRECTION IS MADE, THIS and Credit Suisse Asset Management Limited. PROXY WILL BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -26- [PROXY CARD] CREDIT SUISSE TRUST GLOBAL POST-VENTURE CAPITAL PORTFOLIO PROXY SOLICITED BY THE BOARD OF TRUSTEES I hereby appoint Gregory Bressler and Rocco Del Guercio, each with the power of substitution, as proxies for the undersigned to vote the shares of the Global Post-Venture Capital Portfolio of Credit Suisse Trust (the " Trust Portfolio ") as to which I am entitled to vote, as shown on the reverse side, at a Special Meeting of the Shareholders of the Trust Portfolio (the "Meeting") to be held on _____, 2002, at ___ p.m., Eastern Time, at the offices of the Trust Portfolio, 466 Lexington Avenue, New York, New York 10017, and any adjournments thereof, as follows: I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Joint Proxy Statement dated _____, 2002. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. This instruction may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust Portfolio or by voting in person at the Meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Signature should be exactly as the name or names appear on this proxy card. If the individual signing the proxy card is a fiduciary (e.g., attorney, executor, trustee, guardian, etc.), the individual's signature must be followed by his full title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ -27-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE . VOTE THIS CARD TODAY! THE BOARD OF TRUSTEES OF THE TRUST PORTFOLIO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- BY MAIL, BY PHONE AT 1-800-714-3312, BY FAX AT 212-269-2796 OR ON-LINE AT www.CreditSuisseFunds.com This proxy, if properly executed, For Against Abstain will be voted in 1) To approve the Sub-Investment [ ] [ ] [ ] this manner directed by the Advisory Agreement among the undersigned shareholder. Trust Portfolio, Credit Suisse IF NO DIRECTION IS MADE, THIS Asset Management, LLC and Credit PROXY WILL Suisse Asset Management Limited. BE VOTED "FOR" APPROVAL OF THE PROPOSAL. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. Please be sure to sign and date Mark box at right if comments or address change this Proxy. Date have been noted on the reverse side. [ ]
Shareholder sign here Co-owner sign here: - ------------------- ------------------- DETACH CARD -28- PROXY THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. 466 Lexington Avenue 16th Floor New York, New York 100017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Messrs. Hal Liebes and Michael A. Pignataro, and each of them separately, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side and in accordance with their judgment on such other matters as may properly come before the meeting or any adjournments thereof, all shares of The Emerging Markets Telecommunications Fund, Inc. (the "Fund"), that the undersigned is entitled to vote at the special meeting of shareholders to be held on _____, 2002, and at any adjournments thereof. -29-
[REVERSE SIDE] [X] PLEASE MARK VOTES AS IN THIS EXAMPLE THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. --- THIS PROXY WHEN PROPERLY EXECUTED For Against Abstain WILL BE VOTED IN THE MANNER 1) To approve the Sub-Investment [ ] [ ] [ ] DIRECTED HEREIN BY THE Advisory Agreement among the Fund, UNDERSIGNED SHAREHOLDER. IF NO Credit Suisse Asset Management, LLC DIRECTION IS MADE, THIS PROXY and Credit Suisse Asset Management WILL BE VOTED "FOR" THE PROPOSAL. (Australia) Limited. 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears at left. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature: ___________________ Date: ________ Signature: ___________________ Date: ________ DETACH CARD -30- -----END PRIVACY-ENHANCED MESSAGE-----