PRE 14A 1 0001.txt SCHEDULE PRE 14A As filed with the Securities and Exchange Commission on February 15, 2001 ================================================================================ SCHEDULE 14A (Rule 14a-101) Information required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material under Rule 14a-12 CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS (formerly DLJ Opportunity Funds) (Name of Registrant as Specified In Its Charter) Not Applicable ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:______________________ (2) Form, Schedule or Registration Statement No.:______________________ (3) Filing Party:______________________ (4) Date Filed:______________________ ================================================================================ As filed with the Securities and Exchange Commission on February 15, 2001 ================================================================================ SCHEDULE 14A (Rule 14a-101) Information required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material under Rule 14a-12 CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS (formerly DLJ Focus Funds) (Name of Registrant as Specified In Its Charter) Not Applicable ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:______________________ (2) Form, Schedule or Registration Statement No.:______________________ (3) Filing Party:______________________ (4) Date Filed:______________________ ================================================================================ As filed with the Securities and Exchange Commission on February 15, 2001 ================================================================================ SCHEDULE 14A (Rule 14a-101) Information required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material under Rule 14a-12 CREDIT SUISSE WARBURG PINCUS SELECT FUNDS (formerly DLJ Select Funds) (Name of Registrant as Specified In Its Charter) Not Applicable ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:______________________ (2) Form, Schedule or Registration Statement No.:______________________ (3) Filing Party:______________________ (4) Date Filed:______________________ ================================================================================ As filed with the Securities and Exchange Commission on February 15, 2001 ================================================================================ SCHEDULE 14A (Rule 14a-101) Information required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material under Rule 14a-2 DLJ HIGH YIELD BOND FUND (Name of Registrant as Specified In Its Charter) Not Applicable ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |_| (1) Title of each class of securities to which transaction applies: |_| -------------------------------------------------------------------- |_| (2) Aggregate number of securities to which transaction applies: |_| -------------------------------------------------------------------- |_| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- |_| (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- |_| (5) Total fee paid: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:______________________ (2) Form, Schedule or Registration Statement No.:______________________ (3) Filing Party:______________________ (4) Date Filed:______________________ ================================================================================ February 2001 IMPORTANT NEWS FOR CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS (formerly DLJ Mutual Funds) SHAREHOLDERS While we encourage you to read the full text of the enclosed Joint Proxy Statement, here's a brief overview of some matters affecting your Fund which require a shareholder vote. Q&A: QUESTIONS AND ANSWERS Q. WHAT IS HAPPENING? A. Credit Suisse Group ("Credit Suisse") has acquired Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), including its subsidiary, DLJ Asset Management Group, Inc. ("DLJAM"), your Fund's prior investment adviser, and has combined the investment advisory business of DLJAM with its existing U.S. asset management business, which is managed by Credit Suisse Asset Management, LLC ("CSAM"). CSAM is part of Credit Suisse Asset Management, which is the institutional asset management and mutual fund arm of Credit Suisse, with global assets under management of approximately $298 billion. Credit Suisse is a global financial services company, providing a comprehensive range of banking and insurance products. In order for CSAM to continue as investment adviser of your Fund, it is necessary for the Fund's shareholders to approve a new investment advisory agreement. The following pages give you additional information on CSAM and the proposed new investment advisory agreement and certain other matters. You are also being asked to elect Trustees of the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds. THE BOARD OF TRUSTEES OF YOUR FUND, INCLUDING THOSE TRUSTEES WHO ARE NOT AFFILIATED WITH THE FUND OR CSAM, RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS. Q. WHICH CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS ARE COVERED BY THE JOINT PROXY STATEMENT? A. The DLJ High Yield Bond Fund and the following series of the Credit Suisse Warburg Pincus Capital Funds (formerly the DLJ Focus Funds), the Credit Suisse Warburg Pincus Opportunity Funds (formerly the DLJ Opportunity Funds) and the Credit Suisse Warburg Pincus Select Funds (formerly the DLJ Select Funds) are covered by the enclosed Joint Proxy Statement: the Credit Suisse Warburg Pincus High Income Fund (formerly the DLJ High Income Fund), the Credit Suisse Warburg Pincus Municipal Money Fund (formerly the DLJ Municipal Money Fund), the Credit Suisse Warburg Pincus U.S. Government Money Fund (formerly the DLJ U.S. Government Money Fund), the Credit Suisse Warburg Pincus Blue Chip Fund (formerly the DLJ Core Equity Fund), the Credit Suisse Warburg Pincus Small Company Value Fund (formerly the DLJ Small Company Value Fund), the Credit Suisse Warburg Pincus Value Fund (formerly the DLJ Growth and Income Fund), the Credit Suisse Warburg Pincus International Equity II Fund (formerly the DLJ International Equity Fund) and the Credit Suisse Warburg Pincus Technology Fund (formerly the DLJ Technology Fund) (collectively, the "Series"). If you own shares of other series of the Credit Suisse Warburg Pincus Mutual Funds (formerly the DLJ Mutual Funds) that are not referred to in the preceding sentence, you will receive a combined proxy statement and prospectus relating to, among other things, the acquisition of that series by another fund managed by CSAM. That proxy statement will also solicit the vote of shares of the other series of the Credit Suisse Warburg Pincus Mutual Funds with respect to the election of Trustees of the Funds since, as shares of the Funds, those shares are also entitled to participate in the election of Trustees of the Funds. Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT? A. The Investment Company Act of 1940, which regulates investment companies such as your Fund, requires a shareholder vote to approve a new investment advisory agreement following certain types of business combinations. Because the acquisition of DLJ on November 3, 2000 caused the then existing investment advisory agreement between your Fund and DLJAM to terminate both pursuant to its terms and the Investment Company Act of 1940, your Board approved an interim investment advisory agreement for the Fund with DLJAM, subsequently assigned to CSAM, which took effect on November 3, 2000 when the acquisition was completed. The interim investment advisory agreements have the same fees as the prior agreements, except that the fee applicable to the Credit Suisse Warburg Pincus International Equity II Fund has been decreased from an annual rate of 1.25% to 1.00% of average daily net assets. The interim investment advisory agreements will continue in effect until the earlier of 150 days from November 3, 2000, which is April 2, 2001, or until you approve a new investment advisory agreement between your Fund and CSAM. CSAM's continuing as investment adviser of your Fund requires shareholder approval of a new investment advisory agreement with your Fund. Q. HOW WILL THE TRANSACTION AFFECT ME AS A FUND SHAREHOLDER? A. Your Fund and your Fund's investment objective will not change. You will still own the same shares in the same Fund. The terms of the new investment advisory agreement are the same in all material respects as the current agreement. As more fully explained below, the Board of Trustees of your Fund has approved the retention of new administrators to provide administrative services previously provided by DLJAM and CSAM. If you have more than one Fund in an account in your name at the same address, you will receive separate proxy cards for each Fund but only one proxy statement for the account. Please vote all issues on each proxy card that you receive. If shareholders do not approve the new investment advisory agreement, the interim investment advisory agreements will terminate and the Board of Trustees of your Fund will take such action as it deems to be in the best interests of your Fund and its shareholders. Q. WHAT ARE THE BENEFITS OF THE COMBINED DLJ AND CREDIT SUISSE ASSET MANAGEMENT BUSINESS? A. Credit Suisse believes that the combined DLJ and Credit Suisse asset management business resulting from the acquisition will enhance CSAM's capabilities as a global asset manager. Credit Suisse further believes that the acquisition will enable the combined business to deliver improved services to you and your Fund and that CSAM will fulfill its obligations under the new investment advisory agreement consistent with current practices. Q. WILL INVESTMENT ADVISORY FEES AND EXPENSES INCREASE AS A RESULT OF THE TRANSACTION? A. No. However, there will be some changes. Administrative services previously were provided by DLJAM and CSAM without charge to the Series (although DLJAM and then CSAM, was entitled to reimbursement from the Series of the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds pursuant to the previous and interim investment advisory agreements). On February 1, 2001, the Series retained Credit Suisse Asset Management Securities, Inc. ("CSAMSI") and PFPC, Inc. ("PFPC") to provide these services for a total rate not to exceed .18% of average daily net assets. However, as explained below, your Series will not bear any additional cost through at least November 3, 2002 as a result of the appointment of the co-administrators of the Series. CSAM has agreed to impose limits on the average annualized expense ratio of each of the Series in two ways. First, CSAM has agreed to assume DLJAM's undertaking to limit each Series' average annual operating expenses until October 31, 2001 and, in the case of the Credit Suisse Warburg Pincus Technology Fund, until October 31, 2002. Second, CSAM has agreed to limit average annual expenses from the date of the acquisition of DLJ by Credit Suisse, November 3, 2000, until November 3, 2002 to the annualized levels previously paid by each of such Series measured over the 60-day period ended on November 3, 2000. As a result, it is not anticipated that there will be any increase in the average annualized operating expense ratio of any of the Series through November 3, 2002 due to the retention of CSAMSI and PFPC as co-administrators. Expenses for the DLJ High Yield Bond Fund are not presently subject to an expense cap. Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE? A. After careful consideration, the Board of Trustees of your Fund, including those who are not affiliated with the Fund, DLJ or CSAM, recommend that you vote in favor of all the proposals on the enclosed proxy card(s). Q. WHOM DO I CALL FOR MORE INFORMATION? A. If you need more information, please call D.F. King & Co., Inc., your Fund's proxy solicitor, at 1-800-290-6424. Q. HOW CAN I VOTE MY SHARES? A. Please choose one of the following options to vote your shares: o By mail, with the enclosed proxy card(s); o By telephone, with a toll-free call to the telephone number that appears on your proxy card or, if no toll-free telephone number appears on your proxy card, to D.F. King & Co., Inc., the Funds' proxy solicitor, at 1-800-290-6424; o By faxing the enclosed proxy card to D.F. King & Co., Inc. Attn: Dominic F. Maurillo, at 212-269-2796; o Through the Internet, by using the Internet address located on your proxy card and following the instructions on the site (please note that this method of voting will not be available to shareholders of the DLJ High Yield Bond Fund); or o In person at the special meeting. Q. WILL THE FUND PAY FOR THIS PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED WITH THESE PROPOSALS? A. No, CSAM or its affiliates will bear these costs. Q. WHAT HAPPENS IF I OWN SHARES IN MORE THAN ONE FUND? A. If you have more than one Fund in an account in your name at the same address, you will receive separate proxy cards for each Fund but only one proxy statement for the account. Please vote all issues on each proxy card that you receive. CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS CREDIT SUISSE WARBURG PINCUS SELECT FUNDS (800) 225-8011 DLJ HIGH YIELD BOND FUND (888) 649-5711 466 Lexington Avenue New York, New York 10017 -------------------------------------------------- NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on March 23, 2001 -------------------------------------------------- To our Shareholders: Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." The following proposals will be voted on at the Meeting: 1. To approve, by separate vote of the shareholders of each Series and of the DLJ High Yield Bond Fund, a new investment advisory agreement as it relates to such Series or Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser (Proposal No. 1); 2. To elect Trustees of each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, and the Credit Suisse Warburg Pincus Select Funds (Proposal No. 2); and 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. These items are discussed in greater detail in the attached Proxy Statement. Only shareholders of record at the close of business on January 31, 2001 for the Series and February 9, 2001 for the DLJ High Yield Bond Fund are entitled to notice of, and to vote at, this Meeting or any adjournment thereof. By Order of the Boards of Trustees /s/ Martin Jaffe MARTIN JAFFE Secretary Dated: February 12, 2001 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY OR SUBMIT YOUR PROXY BY PHONE, FACSIMILE OR OVER THE INTERNET. IF YOU OWN SHARES IN MORE THAN ONE FUND, THERE IS A SEPARATE PROXY CARD FOR EACH FUND YOU OWN. IT IS ESSENTIAL THAT YOU VOTE EACH ENCLOSED PROXY. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN SUBMITTING YOUR PROXY PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER. INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: Registration Valid Signatures ------------ ---------------- Corporate Accounts (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. John Doe c/o John Doe, Treasurer (4) ABC Corp. Profit Sharing Plan John Doe, Trustee Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA John B. Smith (2) John B. Smith John B. Smith, Jr., Executor CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS CREDIT SUISSE WARBURG PINCUS SELECT FUNDS (800) 225-8011 DLJ HIGH YIELD BOND FUND (888) 649-5711 466 Lexington Avenue New York, New York 10017 --------------------- JOINT PROXY STATEMENT --------------------- This Joint Proxy Statement is furnished in connection with the solicitation of proxies by or on behalf of the Boards of Trustees (each, a "Board" and collectively, the "Boards") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) the Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund; and (iv) the DLJ High Yield Bond Fund for use at the Special Meeting of Shareholders (the "Meeting") of each of the Funds to be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund) at 466 Lexington Avenue, 16th Floor, New York, New York 10017. In this proxy statement, each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." The purpose of the Meeting and the proposals to be voted on are set forth in the accompanying Notice of Special Meeting of Shareholders. If the accompanying form of proxy is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with the instructions on the proxy. If, however, no instructions are specified, shares will be voted 'FOR' Proposal Nos. 1 and 2. Should any other matter requiring a vote of shareholders arise, the persons named in the enclosed proxy will vote thereon according to their best judgment in the interest of the Funds. A proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Funds or by attendance at the Meeting. The Funds' most recent annual and semi-annual reports to shareholders are available upon request without charge by writing to the Funds at the address listed above or by calling the numbers indicated above. Approval of Proposal Number 1 for each Series of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds and the Credit Suisse Warburg Pincus Select Funds and for the DLJ High Yield Bond Fund requires an affirmative vote of a "majority of the outstanding voting securities," as defined in the Investment Company Act of 1940 (the "1940 Act"), of such Series or the DLJ High Yield Bond Fund, as the case may be, without regard to class. A "majority of the outstanding voting securities" means the vote of 67% or more of the voting securities entitled to vote on the proposal that are present at the meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or the vote of more than 50% of the outstanding voting securities entitled to vote on the proposal, whichever is less. Approval of Proposal Number 2 is on a Fund-by-Fund basis and requires a plurality of all of the votes of the appropriate Fund cast at the Meeting. The presence in person or by proxy of the holders of a majority of the shares entitled to be cast of a Series, in the case of a Series vote, or of a Fund, in the case of a Fund vote, shall be necessary and sufficient to constitute a quorum for the transaction of business requiring a Series vote or a Fund vote, as the case may be. In the event that a quorum for a particular Series or Fund, as applicable, is not present at the Meeting, the holders of a majority of the shares of that Series or Fund, as applicable, present in person or by proxy will have the power to adjourn the Meeting for that Series or Fund, as applicable, without notice other than an announcement at the Meeting, until the requisite number of shares entitled to vote at such Meeting is present. In the event that a quorum is present at the Meeting but sufficient votes to approve any of the proposed items are not received, the persons named as proxies may propose one or more adjournments of such Meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals in this proxy statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting in person or by proxy and the persons named as proxies will vote those proxies that they are entitled to vote 'FOR' or 'AGAINST' any such proposal in their discretion. Absent the establishment of a subsequent record date and the giving of notice to the holders of record thereon, the adjourned Meeting will take place not more than 120 days after the original record date. At such adjourned Meeting, any business may be transacted which might have been transacted at the original Meeting. The close of business on January 31, 2001 for the Series and February 9, 2001 for the DLJ High Yield Bond Fund has been fixed as the record date (the "Record Date") for the determination of shareholders entitled to notice of, and to vote at, the Meeting. Each share will be entitled to one vote at the Meeting. It is expected that the Notice of Special Meeting, proxy statement, and form of proxy will be mailed to shareholders of the Series on or about February 15, 2001. On January 31, 2001, the following shares were outstanding and entitled to vote at the Meeting: Fund Number of Shares Outstanding ---- --------------------------- Credit Suisse Warburg Pincus Opportunity Funds ---------------------------------------------- Credit Suisse Warburg Pincus High Income Fund 1,517,354 ----------- Credit Suisse Warburg Pincus International Equity II Fund 5,164,753 ----------- Credit Suisse Warburg Pincus Municipal Money Fund 68,993,124 ----------- Credit Suisse Warburg Pincus U.S. Government Money Fund 72,811,288 ----------- Total: 148,486,519 ----- ----------- Credit Suisse Warburg Pincus Capital Funds ------------------------------------------ Credit Suisse Warburg Pincus Blue Chip Fund 11,501,813 ----------- Credit Suisse Warburg Pincus Small Company Value Fund 10,609,481 ----------- Credit Suisse Warburg Pincus Value Fund 11,131,154 ----------- Total: 33,242,448 ----- ----------- Credit Suisse Warburg Pincus Select Funds ----------------------------------------- Credit Suisse Warburg Pincus Technology Fund 3,050,881 ----------- As of the Record Date for the DLJ High Yield Bond Fund, February 9, 2001, that Fund had 46,990,514 shares outstanding and entitled to vote at the meeting. In addition, as of the Record Date: (i) the Credit Suisse Warburg Pincus Municipal Trust Fund and the Credit Suisse Warburg Pincus Fixed Income II Fund of the Credit Suisse Warburg Pincus Capital Funds had 2,208,784 and 13,516,842 shares outstanding, respectively, (ii) the Credit Suisse Warburg Pincus Developing Markets Fund of the Credit Suisse Warburg Pincus Opportunity Funds had 1,620,200 shares outstanding, and (iii) the Credit Suisse Warburg Pincus Strategic Growth Fund of the Credit Suisse Warburg Pincus Select Funds had 739,018 shares outstanding. These shares are entitled to vote on Proposal Number 2 and are being solicited by the applicable Board of Trustees pursuant to a separate proxy statement. The persons who beneficially owned more than 5% of any Series or the DLJ High Yield Bond Fund's outstanding shares as of the Record Date, to the knowledge of the Funds, are set forth on Appendix A hereto. Each Fund is a separate legal entity organized as a business trust under the laws of its jurisdiction of organization and holders vote separately as shareholders of such Fund or Series thereof, as the case may be. D.F. King & Co., Inc. has been retained as proxy solicitor. The expense of solicitation will be borne by Credit Suisse Asset Management, LLC ("CSAM") and will include reimbursement to brokerage firms and others for expenses in forwarding proxy solicitation material to beneficial owners. The solicitation of proxies will be largely by mail, but may include, without cost to any of the Funds, telephonic, telegraphic, or oral communications. If necessary, the solicitation of proxies may include communications by employees of a proxy solicitation firm to be engaged by CSAM. 2 APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT (Proposal No. 1) As a result of the acquisition of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") by Credit Suisse Group ("Credit Suisse") (the "Acquisition"), you, the shareholders of the Series of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds (collectively, the "Series Funds") and of the DLJ High Yield Bond Fund, are being asked to approve a new investment advisory agreement (the "New Investment Advisory Agreement") with CSAM, a member of Credit Suisse Asset Management, the institutional asset management and mutual fund arm of Credit Suisse and an indirect wholly-owned U.S. subsidiary of Credit Suisse. The reason each Series of the Series Funds and the DLJ High Yield Bond Fund requires a new investment advisory agreement is that on November 3, 2000, the date the Acquisition was consummated, the then-existing investment advisory agreement for such Series and Fund (the "Previous Investment Advisory Agreements") terminated pursuant to the terms of the existing agreement. In anticipation of the termination of the Previous Investment Advisory Agreements, at a meeting held on October 26, 2000, the Boards of Trustees, a majority of whom were not parties to the agreements or "interested persons" (as defined in the 1940 Act) of any such party (the "Disinterested Trustees"), unanimously approved interim investment advisory agreements for the Series of the Series Funds and for the DLJ High Yield Bond Fund (the "Interim Investment Advisory Agreements") containing substantially the same terms as the Previous Investment Advisory Agreements between DLJ Asset Management Group, Inc. ("DLJAM" and, with CSAM, an "Adviser") and each Series of the Series Funds and the DLJ High Yield Bond Fund, except, pursuant to the November 1, 2000 termination of AXA Investment Managers GS Ltd. ("AXA Investment") as sub-adviser to such Series, a reduction in the investment advisory fee applicable to the Credit Suisse Warburg Pincus International Equity II Fund, from an annual rate of 1.25% to 1.00% of its average daily net assets. The Interim Investment Advisory Agreements terminate, pursuant to their respective terms, upon the earlier of 150 days from November 3, 2000, which is April 2, 2001, or the date of approval by the shareholders of a new investment advisory agreement. See "The Previous and Interim Investment Advisory Agreements" and "The New Investment Advisory Agreement." The Boards of Trustees, including a majority of the Disinterested Trustees, recommend that shareholders approve the New Investment Advisory Agreement for each Series of the Series Funds and for the DLJ High Yield Bond Fund. A form of the New Investment Advisory Agreement is attached as Appendix B. Information About DLJAM Prior to the Acquisition, DLJAM was a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ Securities"), the former distributor of the Funds' shares and a wholly-owned subsidiary of DLJ, which was, in turn, an independently operated, indirect subsidiary of AXA Investment, a holding company controlled by AXA, a French insurance holding company. DLJAM succeeded Wood, Struthers & Winthrop Management Corp., established in 1871 as a private concern to manage money for the Winthrop family of Boston. Following the Acquisition, DLJAM was merged with Credit Suisse Investment Corporation ("CSIC"), the parent company of CSAM. CSIC subsequently changed its name to CSAM Americas Holding Corp. and CSIC contributed all of its assets and liabilities, including its investment advisory agreements, to CSAM. Prior to the Acquisition, CSAM managed $68 billion of the $198 billion in total assets managed by Credit Suisse Asset Management globally. As a result of the transfer of the assets and business of DLJAM to CSAM, CSAM manages more than $93 billion in total assets in the U.S., as of December 31, 2000. The Previous and Interim Investment Advisory Agreements CSAM presently acts as the investment adviser to the Funds pursuant to the Interim Investment Advisory Agreements. Prior to November 3, 2000, DLJAM served as investment adviser to the Funds pursuant to the Previous Investment Advisory Agreements, dated as set forth on Appendix D, between the Funds and DLJAM. The Previous Investment Advisory Agreements were last approved by each of the Fund's shareholders as set forth on Appendix D. The Previous Investment Advisory Agreements were last approved for continuance by the Boards of Trustees at a meeting held on August 3, 2000. The provisions of the Interim Investment Advisory Agreements and the Previous Investment Advisory Agreements are substantially the same, except for the identity of the parties, the commencement and termination dates and the payment of fees. See "Service Provided" and "Fees" below. Service Provided. Both the Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements provide that the Adviser manage the investment and reinvestment of the Series' or Fund's assets in accordance with the Series' or Fund's investment objective and policies, make investment decisions for the Series or Fund and arrange for the purchase or sale of portfolio securities and other assets. In the case of the Credit Suisse Warburg Pincus Capital Funds, the Adviser is also required to provide persons satisfactory to the Board of Trustees of the Credit Suisse Warburg Pincus Capital Funds to act as officers and employees of such Funds, who may be directors, officers or employees of the Adviser or its 3 affiliates. In addition, both the Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements of the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds specify that the Adviser may provide and be reimbursed for the costs of administrative services provided to such Funds, although the Adviser has not sought such reimbursement from such Funds. Additionally, the Series retained PFPC, Inc. ("PFPC") to provide certain accounting and portfolio valuation services not provided by DLJAM under the Previous Investment Advisory Agreements, for which PFPC was paid as set forth in Appenidx C. Effective November 1, 2000, AXA Investment ceased acting as sub-adviser to the Credit Suisse Warburg Pincus Developing Markets Fund and the Credit Suisse Warburg Pincus International Equity II Fund and DLJAM and then CSAM assumed sole responsibility for investment management of such Funds. Under the Interim Investment Advisory Agreements, each of the Series, in the case of the Series Funds, and the DLJ High Yield Bond Fund, will pay registration and filing fees to the Securities and Exchange Commission (the "Commission") and state regulatory authorities. The Funds pay all other expenses not assumed by CSAM, including the advisory fees, advertising and promotional expenses pursuant to a 12b-1 plan to the extent applicable, custody, transfer, and dividend disbursing expenses, legal and auditing costs, fees and expenses of Trustees who are not affiliated with CSAM, costs of printing prospectuses, statements of additional information and shareholder reports to existing shareholders, costs of maintenance of corporate existence, and interest charges, taxes, brokerage fees, and commissions. The Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements provide for termination at any time without penalty with respect to each Series of the Series Funds and the DLJ High Yield Bond Fund on sixty days' prior written notice, or, in the case of the Interim Investment Advisory Agreements, ten days, by a vote of the holders of a majority of that Series' or Fund's outstanding voting securities or by a vote of a majority of the Board of Trustees or by the Adviser on sixty days' prior written notice, and will automatically terminate in the event of their assignment. The Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements provide that the Adviser shall not be liable thereunder for (i) in the case of the Credit Suisse Warburg Pincus Capital Funds, any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing therein is deemed to protect, or purport to protect, it against any liability to such Funds or to such Funds' security holders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties thereunder, or by reason of its reckless disregard of its obligations and duties thereunder, (ii) in the case of the Credit Suisse Warburg Pincus Opportunity Funds and Credit Suisse Warburg Pincus Select Funds, any act or omission or for any loss sustained by such Funds in connection with the matters to which the agreements relate, or (iii) in the case of the DLJ High Yield Bond Fund, any act or omission or for any loss sustained by such Fund in connection with the matters to which the agreement relates, except with respect to any matter as to which the Adviser shall have been adjudicated not to have acted in good faith in the reasonable belief that the Adviser's action was in the best interests of the DLJ High Yield Bond Fund and in the case of certain criminal proceedings. Notwithstanding any indemnification provision in the Previous and the Interim Investment Advisory Agreements, the 1940 Act and the Investment Advisers Act of 1940 limit the circumstances under which an investment adviser may be indemnified. The terms of the Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements permit the Adviser to serve as investment adviser to other persons, firms or corporations, including other investment companies. The Interim Investment Advisory Agreements were approved by the Boards of Trustees as a temporary measure to provide for continuity of management of the Funds following the Acquisition. The Interim Investment Advisory Agreements will continue until the earlier of April 2, 2001 or the approval of the New Investment Advisory Agreement by the shareholders of each Series or Fund, as the case may be, voting separately, and thereupon will automatically terminate for such Series or Fund. See "The New Investment Advisory Agreement" below. Fees. For the services provided and expenses borne by DLJAM under the Previous Investment Advisory Agreements, DLJAM was paid separate fees based on the average daily net assets of each Series of the Series Funds and the DLJ High Yield Bond Fund, as full compensation therefor, as set forth on Appendix C. The aggregate amount paid for the fiscal year ended October 31, 2000 is also set forth on Appendix C. For the period November 1, 2000 through October 31, 2001 or October 31, 2002, as the case may be, DLJAM had undertaken in writing for each of the Series referenced in Appendix E to reduce its management fees and reimburse operating expenses in order to limit the total operating expenses for such Series to the amounts set forth in Appendix E. CSAM has agreed to assume this undertaking for these periods. As required by Rule 15a-4(b)(2)(vi) of the 1940 Act, the Interim Investment Advisory Agreements provide that advisory fees earned by CSAM with respect to each Series and the DLJ High Yield Bond Fund will be deposited into an interest-bearing escrow account with Citibank, N.A., and will be paid to CSAM only if a majority of the shareholders of such Series or Fund approves a New Investment Advisory Agreement for that Series or Fund. If shareholders of a Series or the DLJ High Yield Bond Fund do not approve a New Investment Advisory Agreement, CSAM will receive as compensation or reimbursement in respect of such Series or the DLJ High Yield Bond Fund the lesser of: (i) the fee under such Interim 4 Investment Advisory Agreement; or (ii) the costs of providing services during the term of such Interim Investment Advisory Agreement (plus, in each case, interest earned on that amount while in escrow). Brokerage Commissions Appendix D sets forth the brokerage commissions paid by each Series of the Series Funds and the DLJ High Yield Bond Fund and the amounts of brokerage commissions paid to an affiliated broker-dealer of the Series or Fund for the most recently completed fiscal year. The New Investment Advisory Agreement The following summary of the New Investment Advisory Agreement between the Fund and CSAM is qualified in its entirety by reference to the form thereof which is attached hereto as Appendix B. Service Provided. The terms of the New Investment Advisory Agreement between the Funds and CSAM are substantially the same as the terms of the Previous and Interim Investment Advisory Agreements in all material respects. The principal changes, which are summarized below, largely reflect conforming changes that have been made to promote consistency among the funds advised by CSAM and to permit ease of administration. The principal changes are: (1) the identity of the parties; (2) commencement and termination dates; (3) with respect to the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds only, there is no longer a term for the provision by the Adviser and reimbursement by such Funds of the costs of administrative services to such Funds; (4) with respect to the Credit Suisse Warburg Pincus Capital Funds only, CSAM will not be obligated to provide persons satisfactory to such Fund's Board of Trustees to act as officers and employees of such Fund; (5) with respect to the Credit Suisse Warburg Pincus Opportunity Funds, the DLJ High Yield Bond Fund and the Credit Suisse Warburg Pincus Select Funds only, there is no longer indemnification by such Funds to CSAM and its officers, directors and employees for liabilities and expenses reasonably incurred in connection with the defense or disposition of certain actions; and (6) the investment advisory fee payable by the Credit Suisse Warburg Pincus International Equity II Fund is identical to that provided for in the Interim Investment Advisory Agreement, but, as a result of the termination of AXA Investment as sub-adviser to such Series on November 1, 2000, lower than that provided for in the Previous Investment Advisory Agreement for such Series. The New Investment Advisory Agreement also grants CSAM the authority to exercise voting rights with respect to portfolio securities and to negotiate brokerage commissions on behalf of the Funds. These rights were not expressly granted under all of the Previous and Interim Investment Advisory Agreements. Effective February 1, 2001, the Series Funds retained Credit Suisse Asset Management Securities, Inc. ("CSAMSI") and PFPC as co-administrators to the Series for a total rate not to exceed .18% of each Series' average daily net assets. Administrative services previously were provided without charge to the Series Funds by CSAM under the Interim Investment Advisory Agreements and DLJAM under the Previous Investment Advisory Agreements (although DLJAM and then CSAM, was entitled to reimbursement of costs from the Series of the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds pursuant to the Previous and Interim Investment Advisory Agreements). However, as explained below, the Series Funds will not bear any additional cost through at least November 3, 2002 as a result of the retention of the co-administrators. CSAM has agreed to impose limits on the average annualized expense ratio of each of the Series in two ways. First, CSAM has agreed to assume DLJAM's undertaking to limit average annualized operating expenses until October 31, 2001 or October 31, 2002, as the case may be, at the levels set forth in Appendix E. Second, CSAM has agreed to limit average annual expenses from the date of the Acquisition, November 3, 2000, until November 3, 2002 to the annualized levels previously paid by each of the Series measured over the 60-day period ended on the date of the Acquisition. Consequently, it is not anticipated that there will be any increase in the average annualized operating expense ratio of any of the Series through November 3, 2002 due to the retention of CSAMSI and PFPC as co-administrators. Further, accounting services previously provided by PFPC pursuant to a separate agreement will be provided by PFPC under its new co-administration agreement. In addition, the New Investment Advisory Agreement would change the provisions governing the use of the Adviser's name and expand such provisions to permit certain uses of the name Credit Suisse. Pursuant to a License Agreement among Warburg, Pincus & Co., Credit Suisse and other parties thereto, Credit Suisse has been granted by Warburg, Pincus & Co. an exclusive license of the rights to use and sublicense the names "Warburg Pincus" and derivations and abbreviations thereof in the asset management sector of the financial services industry (together, the "Warburg Marks"). Under the New Investment Advisory Agreement, each Fund, with respect to each of its Series, if any, has the nonexclusive right to use one or more of the Warburg Marks and the name "Credit Suisse" and derivations and abbreviations thereof (together, the "CS Marks") as part of its name or the names of certain classes of its shares, as applicable, and to use the Warburg Marks and the CS Marks in the Fund's investment products and services. This license continues only as long as the New Investment Advisory Agreement is in place, and with respect to the Warburg Marks only as long as Credit Suisse continues to be a licensee of the Warburg Marks as described above. As a condition of the license, each Fund, on behalf of each of its Series, if any, undertakes certain 5 responsibilities and agrees to certain restrictions, such as agreeing not to challenge the validity of the Warburg Marks or the CS Marks or any ownership by Warburg, Pincus & Co. of the Warburg Marks or Credit Suisse of the CS Marks, and the obligation to use the names within commercially reasonable standards of quality. As part of the Acquisition, CSAM has acquired all of DLJAM's rights to use the "DLJ" name and any derivations and abbreviations thereof (the "DLJ Marks"). In the event that the New Investment Advisory Agreement is terminated, each Fund, on behalf of each of its Series, if any, must not use a name likely to be confused with those associated with the Warburg Marks, the CS Marks or the DLJ Marks. If approved by the shareholders of each of the Series, in the case of the Series Funds, and the shareholders of the DLJ High Yield Bond Fund, in the case of the DLJ High Yield Bond Fund, the New Investment Advisory Agreement shall continue in effect for such Series or Fund for an initial two-year period, and from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (i) by a vote of the holders of a majority of the outstanding voting securities of the Series or the DLJ High Yield Bond Fund (as defined in the 1940 Act) or by a vote of the Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by a vote of a majority of the Trustees who are not parties to the New Investment Advisory Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The New Investment Advisory Agreement, like the Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements, will terminate automatically upon their assignment and are terminable at any time without penalty by a vote of the Trustees or by a vote of a majority of the outstanding voting securities of the Series or the DLJ High Yield Bond Fund (as defined in the 1940 Act) on 60 days' written notice to CSAM (10 days' notice to CSAM in the case of the Interim Investment Advisory Agreements) and on 90 days' written notice to the Funds. Fees. As compensation for services provided and the expenses borne by CSAM under the New Investment Advisory Agreement, the Series and the DLJ High Yield Bond Fund will pay CSAM the same rate of fees as was paid to CSAM under the Interim Investment Advisory Agreements, which were the same rate of fees paid to DLJAM under the Previous Investment Advisory Agreements, except for a reduction in the investment advisory fee applicable to the Credit Suisse Warburg Pincus International Equity II Fund. Appendix C sets forth these rates, including a comparison of expenses under the New Investment Advisory Agreement and Co-Administration Agreements, without accounting for waivers, with expenses under the Previous Investment Advisory Agreements and related accounting services arrangements. Appendix F includes fee tables showing fees under the Previous Investment Advisory Agreements and pro forma fees, before fee waivers and reimbursement and corresponding examples. In addition, CSAM has agreed to assume DLJAM's obligation with respect to the undertaking described above under "The Previous and Interim Investment Advisory Agreements - Fees". The Boards of Trustees approved name changes for the Series Funds as set forth in Appendix G. These changes became effective in January and February, 2001. Information About CSAM Information about CSAM, its managers and principal executive officers, including those who are also officers of the Funds, its investment company clients, its brokerage policies and the officers of CSAM is presented in Appendix H. Section 15(f) Section 15(f) provides a non-exclusive safe harbor that permits an investment adviser to an investment company or any affiliated persons to receive any amount or benefit in connection with a "change in control" of the investment adviser as long as two conditions are satisfied. First, an "unfair burden" must not be imposed on investment company clients of the adviser as a result of the transaction, or any express or implied terms, conditions or understandings applicable to the transaction. The term "unfair burden" (as defined in the 1940 Act) includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any "interested person" (as defined in the 1940 Act) of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from such an investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any other person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company. The Boards have been advised that CSAM is aware of no circumstances arising from the Acquisition that might result in an unfair burden being imposed on the Funds. The second condition of Section 15(f) is that during the three-year period after the transaction, at least 75% of each such investment company's board of trustees must not be "interested persons" (as defined in the 1940 Act) of the investment adviser (or predecessor or successor adviser). Credit Suisse and each of the other parties to the Acquisition have agreed to use their reasonable best efforts to ensure compliance with Section 15(f) as it applies to the Acquisition during the applicable time periods. Evaluation by the Boards The Trustees discussed the Acquisition and its implications for the Funds at their meetings held on October 26, 2000 and December 18, 2000. The Trustees received from representatives of CSAM (the "Representatives") such information as the Trustees requested and as was reasonably necessary to evaluate the terms of the Interim Investment Advisory Agreements and the proposed New Investment Advisory Agreement. 6 During the October 26, 2000 meeting, the Trustees (including a majority of the Disinterested Trustees), after evaluation and with the advice and assistance of counsel, voted to approve the Interim Investment Advisory Agreements and, at their meeting held on December 18, 2000, the New Investment Advisory Agreement described above. In determining whether it was appropriate to approve the New Investment Advisory Agreement and to recommend approval to shareholders, the Boards, including the Trustees who are not parties to the New Investment Advisory Agreement or interested persons of such parties, considered various materials and representations provided by CSAM, including information concerning compensation arrangements to be implemented in connection with the Acquisition, and considered a report provided by CSAM, and was advised by Fund counsel with respect to these matters. During their deliberations with respect to the New Investment Advisory Agreement, the Trustees reviewed and discussed financial and other information provided by the Representatives relating to CSAM. Among other things, the Trustees considered the fact that CSAM is a significant and sophisticated investment manager with substantial experience in providing investment advisory and management services to investment companies, pension funds and other institutional clients. The Trustees evaluated the management and operations of CSAM and information provided by CSAM regarding the personnel proposed to manage the Funds, the investment performance of the Series and of the DLJ High Yield Bond Fund, and the fact that CSAM has stated that it has no current plan to change or to recommend that the shareholders of the Funds change the policies or objectives of the DLJ High Yield Bond Fund or the Series in any material respect. The Trustees also took into account the fact that CSAM has stated its intention to continue to employ in the same capacity as employees of CSAM, employees of DLJAM who were involved in the management of the Series. In the case of the DLJ High Yield Bond Fund and the Credit Suisse Warburg Pincus High Income Fund, CSAM has changed the portfolio manager to Richard Lindquist, a Managing Director at CSAM who heads CSAM's High Yield Management Team and has been with CSAM since 1995. CSAM therefore expects to provide the Funds with a degree of continuity in portfolio management; however, there can be no assurance that the investment professionals previously employed by DLJAM and now employed by CSAM will continue to serve in their current capacities. The Trustees also considered CSAM's investment management capabilities with respect to developing markets and other international equity securities in light of AXA Investment no longer acting as sub-adviser to the Credit Suisse Warburg Pincus Developing Markets Fund and the Credit Suisse Warburg Pincus International Equity II Fund. The Boards of Trustees obtained assurances from the Representatives that CSAM would provide satisfactory advisory and other services to the Funds of a scope and quality at least equivalent, in the Trustees' judgment, to the scope and quality of services previously provided to the Funds. The Boards also considered that CSAM would continue DLJAM's existing undertaking to limit average annual operating expenses and, in addition, to cap the average annualized expense ratio for the Series for a two-year period following the Acquisition. The Boards believe that, like the Previous Investment Advisory Agreements and the Interim Investment Advisory Agreements, the New Investment Advisory Agreement will enable the Funds to obtain appropriate services at a cost that is reasonable and in the best interests of each Fund and its shareholders. Accordingly, approval of the New Investment Advisory Agreement with CSAM should have no immediate impact, other than as already noted above, on the management of the Series and the DLJ High Yield Bond Fund and the Funds should continue to receive the same quality of service. The Boards of Trustees further considered the nature and quality of the administrative services currently provided by CSAM to the Series Funds and also considered CSAM's assurances that it and PFPC would provide the same level of administrative services to the Series Funds as they currently provide and that any changes in these arrangements would be subject to Board approval. The Board of Trustees of each Fund, including the Disinterested Trustees, recommends that the shareholders of each Series of the Series Funds and the DLJ High Yield Bond Fund approve the New Investment Advisory Agreement. Required Vote In order to be approved by shareholders of the Series of the Series Funds and of the DLJ High Yield Bond Fund, the New Investment Advisory Agreement must be approved by the holders of a majority of the outstanding voting securities of such Series or Fund, as the case may be, which is defined in the 1940 Act as the lesser of (i) 67% of such shares present at the Meeting if the owners of more than 50%, as the case may be, of the shares of the Series or Fund then outstanding are present in person or by proxy, or (ii) more than 50% of the outstanding shares of the Series or Fund, without regard to class. In the event shareholder approval of a New Investment Advisory Agreement for a Series or the DLJ High Yield Bond Fund is not obtained, the Trustees will take such action as they deem to be in the best interests of that Series or Fund and its shareholders. The approval of a New Investment Advisory Agreement for any Series or the Fund, as the case may be, is not contingent on approval by any other Series or the Fund, as applicable. 7 THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING THE DISINTERESTED TRUSTEES, RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 1. 8 (PROPOSAL NO. 2) ELECTION OF SEVEN TRUSTEES TO THE BOARD OF TRUSTEES Shareholders will vote at the Meeting to elect seven Trustees of each of the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds. Each Trustee so elected will hold office until the next meeting of shareholders and until his successor is elected and qualifies, or until his term as Trustee is terminated as provided in the applicable Fund's Agreement and Declaration of Trust. Each Fund's Agreement and Declaration of Trust provides that it will not be required to hold meetings of shareholders if the election of Trustees is not required under the Investment Company Act of 1940, as amended (the "1940 Act"). It is the present intention of the Board of Trustees of each Fund not to hold annual meetings of shareholders unless such shareholder action is required. Accordingly, Trustees elected at the Meeting will hold office until the applicable Fund is required by law to hold an election of Trustees and successor Trustees are elected and qualify. As nominees for election to the Board of Trustees of the different Funds, the persons named below have consented to be named in this Proxy Statement and to serve as Trustees if elected. None of the Boards of Trustees has any reason to believe that any nominee will become unavailable for election as a Trustee, but if that should occur before the Meeting, proxies will be voted for such other persons as the Board of Trustees may recommend. The Trustees and Officers of the Funds are listed below, together with their respective positions, and a brief statement of their principal occupations during the past five years and, in the case of Trustees, their positions with certain international organizations and publicly held companies. As of January 31, 2001, the executive officers and Trustees of each of the Funds, as a group beneficially owned 32,279 shares or 0.02% of the Credit Suisse Warburg Pincus Opportunity Funds, 181,354 shares or 0.37% of the Credit Suisse Warburg Pincus Capital Funds, and 25,061 shares or 0.66% of the Credit Suisse Warburg Pincus Select Funds. The persons who have been nominated for election to serve as Trustee are: Richard H. Francis, Jack W. Fritz, Jeffrey E. Garten, Peter F. Krogh, James S. Pasman, William W. Priest and Steven N. Rappaport. Mr. Krogh is a current member of the Boards of Trustees. Additionally, the Boards of Trustees have appointed James P. McCaughan as Chairman of the Trust for each Trust, effective March 23, 2001. These individuals were recommended by CSAM and, after consideration in executive session, were selected and nominated by those members of the present Boards of Trustees of the Funds who are not "interested persons" of the Funds, as defined in the 1940 Act. The nominees for election, who are listed above, include six persons who currently serve as trustees or directors of other funds advised by CSAM. In order to achieve consistency among the funds in the Credit Suisse Warburg Pincus family of funds, CSAM has recommended, and the Boards of Trustees have agreed, that shareholder interests can more effectively be represented by a single board with responsibility for overseeing substantially all of the CSAM funds. CSAM also suggested that creation of a single, consolidated board should also provide certain administrative efficiencies and potential future cost savings for both the Funds and CSAM.
Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- G. Moffett Cochran ** 49 President, Managing Director 19,143 (Capital) Chairman of the Board and and Member of the Management President Committee of CSAM; former 7,632 (Opportunity) 466 Lexington Avenue Chairman of DLJAM, with which New York, NY 10017 he had been associated since 4,506 (Select) prior to 1993; formerly Senior Vice President with Bessemer Trust Companies. Trustee of DLJ High Yield Bond Fund. Trustee of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1994.
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Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- Robert E. Fischer 70 Partner at the law firm of 4,183 (Capital) Trustee Wolf, Block, Schorr and 250 Park Avenue, Suite 10000 Solis-Cohen LLP (or its New York, NY 10107 predecessor firm), since prior 1,494 (Opportunity) to 1993. Trustee of DLJ High Yield Bond Fund. Trustee of 19,574 (Select) Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1995. Richard H. Francis 68 Currently retired; Executive 0 Nominee for Trustee Vice President and Chief 40 Grosvenor Road Financial Officer of Pan Am Short Hills, NJ 07078 Corporation and Pan American World Airways, Inc. from 1988 to 1991; Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies. Stig Host 74 Oil company executive; Member 52,729 (Capital) Trustee of the Boards-International 103 Oneida Drive Energy Corp., International Greenwich, CT 06830 Marine Sales, Inc., Kriti 5,646 (Opportunity) Exploration Inc., Alliance International Fund, Alliance New Europe Fund, 0 (Select) Alliance All Asia Investment Fund, Alexander Host Foundation, American Scandinavian Foundation, Trustee of DLJ High Yield Bond Fund. Trustee of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1986. Jack W. Fritz 73 Private investor; Consultant 0 Nominee for Trustee and Director of Fritz 2425 North Fish Creek Road Broadcasting, Inc. and Fritz P.O. Box 483 Communications (developers and Wilson, Wyoming 83014 operators of radio stations); Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies.
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Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- Jeffrey E. Garten 53 Dean of Yale School of 0 Nominee for Trustee Management and William S. Box 208200 Beinecke Professor in the New Haven, CT 06520-8200 Practice of International Trade and Finance; Undersecretary of Commerce for International Trade from November 1993 to October 1995; Professor at Columbia University from September 1992 to November 1993; Director of Aetna, Inc. and Calpine Energy Corp.; Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies. Martin Jaffe** 53 Chief Financial Officer, 61,674 (Capital) Trustee, Vice President, Managing Director and Member Secretary & Treasurer of the Management Committee of 466 Lexington Avenue CSAM; former Chief Operating 11,574 (Opportunity) New York, NY 10017 Officer of DLJAM, with which he had been associated since prior to 1993. Trustee of DLJ 0 (Select) High Yield Bond Fund. Trustee of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1995. Wilmot H. Kidd, III 58 President of Central 0 (Capital) Trustee Securities Corporation, since 375 Park Avenue prior to 1993. Trustee of DLJ New York, NY 10112 High Yield Bond Fund. Trustee 1,134 (Opportunity) of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) 0 (Select) since 1995. Peter F. Krogh 64 Dean Emeritus and 2,241 (Capital) Trustee / Nominee for Trustee Distinguished Professor of 301 ICC International Affairs at the Georgetown University Edmund A. Walsh School of 0 (Opportunity) Washington, DC 20057 Foreign Service, Georgetown University; Moderator of PBS foreign affairs television 0 (Select) series; Member of Board of The Carlisle Companies Inc. Member of Selection Committee for Truman Scholars and Henry Luce Scholars. Senior Associate of Center for Strategic and International Studies; Trustee of numerous world affairs organizations and DLJ High Yield Bond Fund. Trustee of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1986.
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Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- James S. Pasman, Jr. 70 Currently retired; President 0 Nominee for Trustee and Chief Operating Officer of 29 The Trillium National InterGroup, Inc. from Pittsburgh, PA 15238 April 1989 to March 1991; Chairman of Permian Oil Co. from April 1989 to March 1991; Director of Education Management Corp., Tyco International Ltd.; Trustee, Deutsche Bank VIT Funds; Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies. William W. Priest** 58 Chairman and Managing Director 0 Nominee for Trustee of CSAM since 2000; Chief c/o CSAM Executive Officer and Managing 466 Lexington Avenue Director of CSAM from 1990 to New York, NY 10017 2000; Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies. John J. Sheehan 69 Owns own consulting firm; 14,325 (Capital) Trustee Former President and CEO of 4 Bennington Place National Computer Analysts, Newtown, PA 18940 Inc., Principal Negotiator for 0 (Opportunity) NCA, Director of National Accounts for Large Financial Institutions Group. Trustee 0 (Select) of DLJ High Yield Bond Fund. Trustee of Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) since 1972.
12
Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- Steven N. Rappaport 51 President of Loanet, Inc. 0 Nominee for Trustee since 1997; Executive Vice Loanet, Inc. President of Loanet, Inc. from 40 East 52nd Street 1994 to 1997; Director, New York, NY 10022 President, North American Operations, and former Executive Vice President from 1992 to 1993 of Worldwide Operations of Metallurg Inc.; Executive Vice President, Telerate, Inc. from 1987 to 1992; Partner in the law firm of Hartman & Craven until 1987; Director/Trustee of Warburg Pincus Funds and other CSAM-advised investment companies. James P. McCaughan 47 Chief Executive Officer, 0 Chairman of the Trust Managing Director and c/o CSAM Chairman of the 466 Lexington Avenue Management Committee of New York, NY 10017 CSAM; President and Chief Operating Officer of Oppenheimer Capital from April 1998 to December 1999; President and Chief Executive Officer of UBS Asset Management (New York) from October 1996 to March 1998; Functional Advisor, Institutional Asset Management of Union Bank of Switzerland, from September 1994 to October 1996. William D. Butler 37 Vice President of CSAM; 0 (Capital) Vice President previously Vice President of 466 Lexington Avenue DLJAM, with which he had been 0 (Opportunity) New York, NY 10017 associated since 1998. 825 (Select) Richard J. Hanlon 34 Director of CSAM; previously 0 Vice President Senior Vice President of 466 Lexington Avenue DLJAM, with which he had been New York, NY 10017 associated since 1994. Prior to his becoming associated with Credit Suisse Warburg Pincus Funds and DLJAM, Mr. Hanlon was a portfolio manager at Manufacturers Hanover/Chemical Bank. Cathy A. Jameson 46 Managing Director of CSAM; 8,892 (Capital) Vice President previously Managing Director 466 Lexington Avenue of DLJAM, with which she had New York, NY 10017 been associated since prior to 3,721 (Opportunity) 1993. 0 (Select) Brian A. Kammerer 43 Director of CSAM; previously 2,804 (Capital) Vice President Senior Vice President of DLJAM, 466 Lexington Avenue with which he had been New York, NY 10017 associated since prior to 1993. 272 (Opportunity) 156 (Select) Marybeth B. Leithead 37 Director of CSAM; previously 1,507 (Capital) Vice President Senior Vice President of 466 Lexington Avenue DLJAM, with which she had been New York, NY 10017 associated since 1993. 0 (Opportunity) 0 (Select)
13
Name, Age, Position Principal Occupations Shares Beneficially Owned with the Fund, and Address and Other Affiliations as of January 31, 2001* ---------------------------------------- -------------------------------- ---------------------------------- Luisa Michel 35 Vice President of CSAM; 0 Vice President previously Vice President of 466 Lexington Avenue DLJAM, with which she had been New York, NY 10017 associated since 1998. Hugh M. Neuburger 56 Managing Director of CSAM; 5,637 (Capital) Vice President previously Managing Director 466 Lexington Avenue of DLJAM, with which he had New York, NY 10017 been associated since March 0 (Opportunity) 1995. Prior to his association with Credit Suisse Warburg Pincus Funds (formerly the DLJ Funds) and DLJAM, Mr. Neuburger 0 (Select) was the President of Hugh M. Neuburger, Inc., a consulting firm. Roger W. Vogel 43 Managing Director of CSAM; 8,219 (Capital) Vice President previously Managing Director 466 Lexington Avenue of DLJAM, a position he held 806 (Opportunity) New York, NY 10017 since July 1993. 0 (Select)
------------ * This information has been furnished by each Trustee and Officer. ** "Interested" Trustee within the meaning of the 1940 Act. Mr. Cochran and Mr. Jaffe are "interested" Trustees because of their affiliation with CSAM, which acts as the Funds' investment adviser. If elected, Mr. Priest will be an "interested" Trustee because of his prior affiliation with CSAM, which acts as the Funds' investment adviser. There were four regular meetings and two special meetings of the Board of Trustees of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund held during the fiscal year ended October 31, 2000. Aggregate fees and expenses paid to the Board of Trustees for the fiscal year ended October 31, 2000 were $36,750 for Credit Suisse Warburg Pincus Opportunity Funds, $59,750 for the Credit Suisse Warburg Pincus Capital Funds, $17,750 for the Credit Suisse Warburg Pincus Select Funds and $36,750 for the DLJ High Yield Bond Fund. Each Board of Trustees has an Audit Committee. The Audit Committee makes recommendations to its respective full Board of Trustees with respect to the engagement of independent auditors and reviews with the independent auditors the plan and results of the audit engagement and matters having a material effect on the Funds' financial operations. The members of the Audit Committee of each Fund are Messrs. Fischer, Host, Kidd, Krogh and Sheehan. Each member of the Audit Committee is a "non-interested" Trustee. Each Audit Committee met two times during the fiscal year ended October 31, 2000. Each Board of Trustees has an Executive Committee consisting of Messrs. Cochran and Jaffe. Each Executive Committee is authorized to act for the entire Board between meetings thereof, to the extent permitted under the Agreement and Declaration of Trust and applicable law. Each Executive Committee did not meet during the fiscal year ended October 31, 2000. The Board of the Credit Suisse Warburg Pincus Capital Funds had a Nominating Committee, comprised of all the non-interested Trustees, which sought and proposed candidates for election to the Board of Trustees of the Credit Suisse Warburg Pincus Capital Funds. The Nominating Committee met once during the fiscal year ended October 31, 2000. The Nominating Committee (i) selected and recommended to the full Board of Trustees nominees for election as Trustees and (ii) proposed and recommended to the full Board of Trustees the terms of compensation for trustees. None of the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Select Funds or the DLJ High Yield Bond Fund currently have a nominating committee. The following table sets forth certain information regarding the compensation of the Funds' Trustees for the fiscal year ended October 31, 2000. No persons (other than the Trustees who are not "interested" within the meaning of the 1940 Act, as set forth below) currently receive compensation from the Fund for acting as a Trustee or Officer. Trustees and executive officers of the Fund do not receive pension or retirement benefits from the Fund. Trustees receive reimbursement for travel and other out-of-pocket expenses incurred in connection with board meetings. 14 COMPENSATION TABLE for the Fiscal Year Ended October 31, 2000
Total Compensation from Aggregate Compensation Fund and Fund Complex Name of Person and Position From the Fund Paid to Trustees ------------------------------------- --------------------------- --------------------------- G. Moffett Cochran* Chairman of the Board Credit Suisse Warburg Pincus $0 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $0 (Capital) Capital Funds Credit Suisse Warburg Pincus $0 (Select) Select Funds DLJ High Yield Bond Fund $0 (High Yield) $0 Robert E. Fischer, Trustee Credit Suisse Warburg Pincus $9,750 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $6,250 (Capital) Capital Funds Credit Suisse Warburg Pincus $4,750 (Select) Select Funds DLJ High Yield Bond Fund $9,750 (High Yield) $30,500 Stig Host, Trustee Credit Suisse Warburg Pincus $4,250 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $11,250 (Capital) Capital Funds Credit Suisse Warburg Pincus $2,250 (Select) Select Funds DLJ High Yield Bond Fund $4,250 (High Yield) $22,000 Martin Jaffe, Trustee* Credit Suisse Warburg Pincus $0 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $0 (Capital) Capital Funds Credit Suisse Warburg Pincus $0 (Select) Select Funds DLJ High Yield Bond Fund $0 (High Yield) $0 Wilmot H. Kidd III, Trustee Credit Suisse Warburg Pincus $9,750 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $6,250 (Capital) Capital Funds Credit Suisse Warburg Pincus $4,750 (Select) Select Funds DLJ High Yield Bond Fund $9,750 (High Yield) $30,500
---------- * "Interested" Trustees. 15 COMPENSATION TABLE for the Fiscal Year Ended October 31, 2000
Total Compensation from Aggregate Compensation Fund and Fund Complex Name of Person and Position From the Fund Paid to Trustees ------------------------------------- --------------------------- --------------------------- Peter F. Krogh, Trustee Credit Suisse Warburg Pincus $4,250 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $11,250 (Capital) Capital Funds Credit Suisse Warburg Pincus $2,250 (Select) Select Funds DLJ High Yield Bond Fund $4,250 (High Yield) $22,000 John J. Sheehan, Trustee Credit Suisse Warburg Pincus $3,750 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $10,250 (Capital) Capital Funds Credit Suisse Warburg Pincus $1,750 (Select) Select Funds DLJ High Yield Bond Fund $3,750 (High Yield) $19,500 John W. Waller III, Former Trustee Credit Suisse Warburg Pincus $5,000 (Opportunity) Opportunity Funds Credit Suisse Warburg Pincus $0 (Capital) Capital Funds Credit Suisse Warburg Pincus $2,000 (Select) Select Funds DLJ High Yield Bond Fund $5,000 (High Yield) $12,000 Robert Bast, Former Trustee Credit Suisse Warburg Pincus Capital Funds $4,000 (Capital) $4,000 Dennis Little, Former Trustee Credit Suisse Warburg Pincus Capital Funds $4,000 (Capital) $4,000 William H. Mathers, Former Trustee Credit Suisse Warburg Pincus Capital Funds $4,500 (Capital) $4,500 William C. Simpson, Former Trustee Credit Suisse Warburg Pincus Capital Funds $2,000 (Capital) $2,000
16 Independent Trustees are not eligible for retirement benefits or other payments upon their retirement from the Boards of Trustees. A one-time benefit payment of $50,000 is being provided by CSAM to each Trustee who has agreed to leave the Boards prior to the time they would have otherwise retired in order to facilitate the nomination of a consolidated Board for all mutual funds advised by CSAM. As of October 31, 2000, the Fund Complex consisted of three open-end investment companies (DLJ Focus Funds, DLJ Opportunity Funds and DLJ Select Funds, which were subsequently renamed Credit Suisse Warburg Pincus Capital Funds, Credit Suisse Warburg Pincus Opportunity Funds and Credit Suisse Warburg Pincus Select Funds, respectively) with a total of 12 series and one closed-end investment company (DLJ High Yield Bond Fund). Required Vote In the election of Trustees of a Fund, the candidates receiving a plurality of the votes cast at the meeting in person or by proxy without regard to class or series, if a quorum is present, will be elected. THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 2. 17 SERVICE PROVIDERS The Funds' investment adviser and administrator under the Previous Investment Advisory Agreements was DLJ Asset Management Group, Inc., which maintained its principal office at 277 Park Avenue, New York, New York 10172. The principal underwriter and distributor of the Series Funds is CSAMSI, 466 Lexington Avenue, New York, New York 10017. Under the Interim Investment Advisory Agreements and upon the approval of the New Investment Advisory Agreement by shareholders, the interim investment adviser of the Funds is, and subject to the outcome of Proposal Number 1 will be, Credit Suisse Asset Management, LLC, which maintains its principal executive office at 466 Lexington Avenue, New York, New York 10017. During the period of the Interim Investment Advisory Agreements and prior to February 1, 2001, CSAM provided administrative services to the Series Funds at no cost, although CSAM was entitled to reimbursement of the costs under the Previous and Interim Investment Advisory Agreements from the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds, with regard to services provided to such Series. Effective February 1, 2001, the Series Funds retained CSAMSI and PFPC as co-administrators to the Series. As described above, however, the Series Funds will not bear any additional cost through at least November 3, 2002 as a result of the retention of such co-administrators. SHAREHOLDER PROPOSALS None of the Series Funds is required to hold annual meetings of shareholders and none of the Boards of Trustees of the Series Funds currently intends to hold such meetings unless shareholder action is required in accordance with the 1940 Act or the applicable Series Fund's Agreement and Declaration of Trust or By-laws. A shareholder proposal intended to be presented at any meeting of shareholders of the Series Funds hereafter called must be received by the applicable Series Fund a reasonable time before the Series Fund's Board of Trustees' solicitation relating thereto is made in order to be included in the applicable Fund's Proxy Statement and form of Proxy relating to that meeting and presented at the meeting. In the case of the DLJ High Yield Bond Fund, shareholder proposals intended to be presented at the DLJ High Yield Bond Fund's Annual Meeting of Shareholders in 2001 must have been received by the DLJ High Yield Bond Fund on or before December 25, 2000 in order to be considered for inclusion in the Fund's proxy statement and form of proxy relating to that meeting. The DLJ High Yield Bond Fund did not receive any such proposals by such date. In no event does the mere submission of a proposal by a shareholder guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. BROKER NON-VOTES AND ABSTENTIONS A Proxy that is properly executed and returned accompanied by instructions to withhold authority to vote represents a broker "non-vote" (that is, a Proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power). Abstentions and broker non-votes will be treated as shares present but that have not voted for the purpose of determining a quorum for the transacting of business. In the case of Proposal Number 1, abstentions and broker non-votes will have the effect of a "no" vote because approval of the Proposal requires an affirmative vote and abstentions and broker non-votes are not affirmative votes. In the case of Proposal Number 2, abstentions and broker non-votes will have no effect because approval of the Proposal requires a plurality of the votes cast and abstentions and broker non-votes will not be considered as votes cast. CSAM and its affiliates have advised the Funds that they intend to vote the shares over which they have voting power at the Meeting, including shares that are held directly or on behalf of employees, in the manner instructed by the customers or employees for which such shares are held. REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS Each Fund will furnish, without charge, a copy of the most recent annual and semi-annual report to shareholders of the Fund. Copies of the reports may be obtained by contacting the Fund in writing at the address on the cover page of this proxy statement or by calling the Fund at the toll-free number listed on the cover page of this proxy statement. 18 OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed proxy will vote thereon according to their best judgment in the interests of the Funds. /s/ Martin Jaffe MARTIN JAFFE Secretary Dated: February 12, 2001 Shareholders who do not expect to be present at the Meeting and who wish to have their shares voted are requested to date and sign the enclosed proxy and return it in the enclosed envelope. No postage is required if mailed in the United States. 19 Appendix A SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS On the Record Date, January 31, 2001 for the Series and February 9, 2001 for the DLJ High Yield Bond Fund, the shareholders set forth below beneficially owned more than 5% of the outstanding shares of the indicated Series or Fund.
Name and Address Percent Owned ---------------- ------------- Credit Suisse Warburg Pincus Opportunity Funds Credit Suisse Warburg Pincus Balsa and Co. Developing Markets Fund Reinvest 15.40% P.O. Box 2558 Houston, TX 77252-8340 Credit Suisse Warburg Pincus Balsa and Co. International Equity II Fund Reinvest 6.75% P.O. Box 2558 Houston, TX 77252-8340 Donaldson, Lufkin & Jenrette Securities Corp. Inc. Winthrop Trust Company P.O. Box 2052 6.48% Jersey City, NJ 07303-9998 Bankers Trust Company Estate of Robert Winthrop P.O. Box 9005 Church Street Station 5.52% New York, NY 10008 Credit Suisse Warburg Pincus Chalsty Family LLC Municipal Money Fund c/o Winthrop Trust Co. 277 Park Avenue 5.74% New York, NY 10172 Thompson Dean 550 Park Avenue, Apt. 10E 5.27% New York, NY 10021 Credit Suisse Warburg Pincus Protective Insurance Co. U.S. Government Money Fund Att: Mark Bockelman 1099 N. Meridian St., Ste 700 8.42% Indianapolis, IN, 46204 Winthrop Trust Company Lawrence and Schloss Trustees Grat NO 3 6.25% 277 Park Avenue New York, NY 10172 Credit Suisse Warburg Pincus Capital Funds Bankers Trust Company Credit Suisse Warburg Pincus Estate of Robert Winthrop 11.67% Municipal Trust Fund P.O. Box 9005 Church Street Station New York, NY 10008
A-1 The Adviser manages accounts over which it has discretionary power to vote or dispose of securities held in such accounts and which accounts hold in the aggregate, as of January 31, 2001 for the Series and as of February 9, 2001 for the DLJ High Yield Bond Fund, the following:
Credit Suisse Warburg Pincus Capital Funds ------------------------------------------ Series Number of shares (% of total shares outstanding) Credit Suisse Warburg Pincus Blue Chip Fund 263,579 shares (2.3%) Credit Suisse Warburg Pincus Fixed Income II Fund 476,924 shares (3.5%) Credit Suisse Warburg Pincus Value Fund 233,704 shares (2.1%) Credit Suisse Warburg Pincus Municipal Trust Fund 572,009 shares (25.9%) Credit Suisse Warburg Pincus Small Company Value Fund 1,626,676 shares (15.3%) TOTAL 3,172,892 shares (6.5%) Credit Suisse Warburg Pincus Opportunity Funds ---------------------------------------------- Series Number of shares (% of total shares outstanding) Credit Suisse Warburg Pincus Developing Markets Fund 350,002 shares (21.6%) Credit Suisse Warburg Pincus International Equity II Fund 1,008,154 shares (19.5%) Credit Suisse Warburg Pincus High Income Fund 182,286 shares (12.0%) Credit Suisse Warburg Pincus Municipal Money Fund 18,259,783 shares (26.5%) Credit Suisse Warburg Pincus U.S. Government Money Fund 17,670,767 shares (24.3%) TOTAL 37,470,992 shares (25.0%) Credit Suisse Warburg Pincus Select Funds ----------------------------------------- Series Number of shares (% of total shares outstanding) Credit Suisse Warburg Pincus Strategic Growth Fund 57,737 shares (7.8%) Credit Suisse Warburg Pincus Technology Fund 99,790 shares (3.3%) TOTAL 157,527 shares (4.2%) DLJ High Yield Bond Fund ------------------------ Number of shares (% of total shares outstanding) 2,396,821 shares (5.1%)
A-2 Appendix B FORM OF INVESTMENT ADVISORY AGREEMENT CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS CREDIT SUISSE WARBURG PINCUS SELECT FUNDS DLJ HIGH YIELD BOND FUND ____________, 2001 Credit Suisse Asset Management, LLC 466 Lexington Avenue New York, New York 10017-3147 Dear Sirs: Each of the Credit Suisse Warburg Pincus Capital Funds, a Massachusetts business trust, the Credit Suisse Warburg Pincus Opportunity Funds, a Delaware business trust, the Credit Suisse Warburg Pincus Select Funds, a Delaware business trust (collectively, the "Series Funds"), for and on behalf of each of their respective series listed on Annex I hereto, which may be amended from time to time, (each, a "Series" and, collectively, the "Series"), and the DLJ High Yield Bond Fund (the "High Yield Bond Fund"), a Delaware business trust (each, a "Fund", and collectively, the "Funds"), herewith confirms its agreement with Credit Suisse Asset Management, LLC (the "Adviser") as follows: 1. Investment Description; Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund desires to employ the capital of such Series or Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration of Trust, as may be amended from time to time, and in the Funds' Prospectus(es) and Statement(s) of Additional Information, if any, as from time to time in effect (the "Prospectus" and "SAI," respectively), and in such manner and to such extent as may from time to time be approved by the Board of Trustees of each Series or Fund. Copies of the Funds' Prospectuses and SAIs have been or will be submitted to the Adviser. The Funds desire to employ and hereby appoint the Adviser to act as investment adviser to each of the Series or Funds. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services as Investment Adviser Subject to the supervision and direction of the Board of Trustees of each Series and Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations of Trust, the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage such Series' or Fund's assets in accordance with such Series' or Fund's investment objective and policies as stated in the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or Fund, (d) place purchase and sale orders for securities on behalf of such Series or Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fund, and (f) monitor and evaluate the services provided by such Series' or Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s). In providing those services, the Adviser will provide investment research and supervision of such Series' or Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fund's assets. In addition, the Adviser will furnish each Series and Fund with whatever statistical information such Series or Fund may reasonably request with respect to the securities that such Series or Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds and where required, such Series Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the event that an investment sub-adviser's engagement has been terminated, the Adviser shall be responsible for furnishing such Series with the services required to be performed by such investment sub-adviser(s) under the applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to such Series and the Series' Board of Trustees and subject to the requirements of the 1940 Act. B-1 3. Brokerage In executing transactions for each Series and Fund, selecting brokers or dealers and negotiating any brokerage commission rates, the Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Adviser will consider all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as the same may from time to time be amended) provided to each Series and Fund and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information Provided to the Fund The Adviser will keep each Series and Fund informed of developments materially affecting such Series or Fund, and will, on its own initiative, furnish such Series or Fund from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard of Care The Adviser shall exercise its best judgment in rendering the services listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Series or Fund in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to each Fund and Series or to shareholders of such Series or Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement. 6. Compensation In consideration of the services rendered pursuant to this Agreement, each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or Fund's average daily net assets. The fee for the period from the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of each Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. With respect to the Credit Suisse Warburg Pincus Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Warburg Pincus Opportunity Funds and the Credit Suisse Warburg Pincus Select Funds, such fee shall be calculated and payable monthly. The fee for the DLJ High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 7. Expenses The Adviser will bear all expenses in connection with the performance of its services under this Agreement, including the fees payable to any investment sub-adviser engaged pursuant to paragraph 2 of this Agreement. Each Series and Fund will bear its proportionate share of certain other expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Trustees of such Series or Fund who are not officers, directors, or employees of the Adviser, any sub-adviser or any of their affiliates; fees of any pricing service employed to value shares of the Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or Fund's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of B-2 shareholders' reports and meetings of the shareholders of such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series understands that the Adviser now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and to one or more other investment companies or series of investment companies, and such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or Fund and one or more other accounts or investment companies or portfolios advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each entity. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Adviser to perform its services under this Agreement. 9. Term of Agreement This Agreement shall continue for an initial two-year period commencing on the date first written above, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1940 Act) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or Fund's shares, or upon 90 days' written notice, by the Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act). 10. Representation by the Fund The Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11. Use of Names The Funds recognize that directors, officers and employees of the Adviser may from time to time serve as directors, trustees, officers and employees of corporations and business trusts (including other investment companies) and that such other corporations and trusts may include the name "Warburg", "Warburg Pincus", "DLJ", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus" as part of their names, and that the Adviser or its affiliates may enter into advisory or other agreements with such other corporations and trusts. If the Adviser ceases to act as the investment adviser of a Series or Fund, such Series or Fund agrees that, at the Adviser's request, such Series' or Fund's license to use the words "Warburg", "Warburg Pincus", "DLJ", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus" will terminate and that such Series or Fund will take all necessary action to change the name of such Series or Fund to names not including the words "Warburg", "Warburg Pincus", "DLJ", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus". 12. Miscellaneous Notice is hereby given that this Agreement is entered into on behalf of a Fund by an officer of such Fund in his capacity as an officer and not individually. It is understood and expressly stipulated that none of the Trustees or shareholders of any Fund shall be personally liable hereunder. Neither the Trustees, officers, agents nor shareholders of any Fund assume any personal liability for obligations entered into on behalf of a Fund. All persons dealing with a Fund must look solely to the property of such Fund for the enforcement of any claims against such Fund. B-3 Please confirm that the foregoing is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us. Very truly yours, CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS CREDIT SUISSE WARBURG PINCUS SELECT FUNDS DLJ HIGH YIELD BOND FUND By: _______________________ Name: Title: Accepted: CREDIT SUISSE ASSET MANAGEMENT, LLC By: _______________________ Name: Title: B-4 ANNEX I TO INVESTMENT ADVISORY AGREEMENT Annual Advisory Fee Rate (as a percentage of average daily net assets of such Series or Fund, as Series or Fund applicable) --------------------------------------------- Credit Suisse .75 of 1% of the Warburg Pincus Blue first $100,000,000; Chip Fund (a series .50 of 1% of the of the Credit balance Suisse Warburg Pincus Capital Funds) --------------------------------------------- Credit Suisse .75 of 1% of the Warburg Pincus first $75,000,000; Value Fund (a .50 of 1% of the series of the balance Credit Suisse Warburg Pincus Capital Funds) --------------------------------------------- Credit Suisse .875 of 1% of the Warburg Pincus first $100,000,000; Small Company Value .75 of 1% of the Fund (a series of next $100,000,000, the Credit Suisse and .625 of 1% of Warburg Pincus the balance Capital Funds) --------------------------------------------- Credit Suisse .875 of 1% of the Warburg Pincus first $500,000,000; Technology Fund (a .75 of 1% of the series of the next $500,000,000, Credit Suisse and .625 of 1% of Warburg Pincus the balance Select Funds) --------------------------------------------- Credit Suisse 1% Warburg Pincus International Equity II Fund (a series of the Credit Suisse Warburg Pincus Opportunity Funds) --------------------------------------------- Credit Suisse .70 of 1% of the Warburg Pincus High first $500,000,000; Income Fund (a .625 of 1% of the series of the balance Credit Suisse Warburg Pincus Opportunity Funds) --------------------------------------------- Credit Suisse .40 of 1% of the Warburg Pincus US first Government Money $1,000,000,000; .35 Fund (a series of of 1% of the the Credit Suisse balance Warburg Pincus Opportunity Funds) --------------------------------------------- Credit Suisse .40 of 1% of the Warburg Pincus first Municipal Money $1,000,000,000; .35 Fund (a series of of 1% of the the Credit Suisse balance Warburg Pincus Opportunity Funds) --------------------------------------------- DLJ High Yield Bond 1% (1) Fund --------------------------------------------- (1) The fee is computed at the annual rate of 1% of the average weekly value of the fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). APPENDIX C
------------------------------------------------------------------------------------------------- Annual Advisory Fee Rate Gross Fund (as a percentage of Gross Advisory Accounting Fees average daily net Fees Payable Payable for assets of such for Fiscal Year Fiscal Year Series or Fund, as Ended October Ended October Series or Fund applicable) 31, 2000 31, 2000(2) Total ------------------------------------------------------------------------------------------------- Credit Suisse .75 of 1% of the $1,338,293 $88,090 $1,426,383 Warburg Pincus Blue first $100,000,000; Chip Fund (a series .50 of 1% of the of the Credit balance Suisse Warburg Pincus Capital Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .75 of 1% of the 1,442,618 101,429 1,544,047 Warburg Pincus first $75,000,000; Value Fund (a .50 of 1% of the series of the balance Credit Suisse Warburg Pincus Capital Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .875 of 1% of the 1,622,703 84,946 1,707,649 Warburg Pincus first $100,000,000; Small Company Value .75 of 1% of the Fund (a series of next $100,000,000; the Credit Suisse .625 of 1% of the Warburg Pincus balance Capital Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .875 of 1% of the 208,699 56,527 265,226 Warburg Pincus first $500,000,000; Technology Fund (a .75 of 1% of the series of the next $500,000,000; Credit Suisse .625 of 1% of the Warburg Pincus balance (4) Select Funds) ------------------------------------------------------------------------------------------------- Credit Suisse 1.25 of 1% of the 809,279 66,330 875,609 Warburg Pincus first $100,000,000; International 1.15 of 1% of the Equity II Fund (a next 100,000,000; series of the 1% of the balance Credit Suisse (4)(5) Warburg Pincus Opportunity Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .70 of 1% of the 98,962 52,474 151,436 Warburg Pincus High first $500,000,000; Income Fund (a .625 of 1% of the series of the balance (4) Credit Suisse Warburg Pincus Opportunity Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .40 of 1% of the 256,602 31,226 287,828 Warburg Pincus US first Government Money $1,000,000,000; .35 Fund (a series of of 1% of the the Credit Suisse balance (4) Warburg Pincus Opportunity Funds) ------------------------------------------------------------------------------------------------- Credit Suisse .40 of 1% of the 223,580 29,782 253,362 Warburg Pincus first Municipal Money $1,000,000,000; .35 Fund (a series of of 1% of the the Credit Suisse balance (4) Warburg Pincus Opportunity Funds) ------------------------------------------------------------------------------------------------- DLJ High Yield Bond 1% (6) 4,970,092 116,801 (7) 5,086,893 Fund ------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- Gross Fees Payable if New Investment Advisory Agreement and Co-Administration Agreements were in effect (1) Increase or Decrease ---------------------------------------------- to Gross Expense Ratio Advisory Fee Co-Administration Total (as a percentage of average Percentage Change in Series or Fund Fees(3) daily net assets) Fees(1) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse $1,338,293 $380,903 $1,719,196 +.13% +21% Warburg Pincus Blue Chip Fund (a series of the Credit Suisse Warburg Pincus Capital Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 1,442,618 439,291 1,881,909 +.13% +22% Warburg Pincus Value Fund (a series of the Credit Suisse Warburg Pincus Capital Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 1,622,703 349,464 1,972,167 +.13% +15% Warburg Pincus Small Company Value Fund (a series of the Credit Suisse Warburg Pincus Capital Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 208,699 41,740 250,439 -.06% -6% Warburg Pincus Technology Fund (a series of the Credit Suisse Warburg Pincus Select Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 647,423 116,536 763,959 -.17% -13% Warburg Pincus International Equity II Fund (a series of the Credit Suisse Warburg Pincus Opportunity Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 98,962 24,034 122,996 -.20% -19% Warburg Pincus High Income Fund (a series of the Credit Suisse Warburg Pincus Opportunity Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 256,602 109,056 365,658 +.12% +27% Warburg Pincus US Government Money Fund (a series of the Credit Suisse Warburg Pincus Opportunity Funds) ---------------------------------------------------------------------------------------------------------------------------- Credit Suisse 223,580 95,022 318,602 +.12% +26% Warburg Pincus Municipal Money Fund (a series of the Credit Suisse Warburg Pincus Opportunity Funds) ---------------------------------------------------------------------------------------------------------------------------- DLJ High Yield Bond 4,970,092 116,801(7) 5,086,893 0% 0% Fund ----------------------------------------------------------------------------------------------------------------------------
(1) Gross fees do not reflect CSAM's agreement to limit average annual expenses of each Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annual operating expense ratio of each Series during that time as a result of the retention of new co-administrators. (2) Gross Fund Accounting Fees reflect annual fees payable for each class of shares currently offered by each Series. (3) Costs of accounting services are included in the Co-Administration Agreement with PFPC. (4) The Interim and Previous Investment Advisory Agreements permit the investment adviser to seek reimbursement from each Fund with respect to the Series for administrative services. (5) On November 1, 2000, in connection with the termination of AXA Investment as sub-adviser to the Series, the investment advisory fee was reduced to 1%. (6) The fee is computed at the annual rate of 1% of the average weekly value of the fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). (7) The DLJ High Yield Bond Fund will continue its current administrative and accounting arrangements. C-1 Appendix D CERTAIN INFORMATION ABOUT THE PREVIOUS AND INTERIM INVESTMENT ADVISORY AGREEMENT
-------------------------------------------------------------------------------------------------------------------------------- Aggregate Percentage of Annual Fee Amount of Aggregate (as a Date of Commissions Brokerage percentage of Approval of Paid to Commissions average daily Date of Previous Affiliated Paid to net assets of Previous Investment Fee Paid for Brokers for Affiliated such Series or Investment Advisory Year Ended Year Ended Brokers for Fund, as Advisory Agreement by October 31, October 31, Year Ended Series or Fund applicable) Agreement Shareholders 2000 2000(1) October 31, 2000 -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .75 of 1% of June 16, 1993 June 15, 1992 $1,338,293 $7,099 5.9% Pincus Blue Chip Fund the first (a series of the Credit $100,000,000; Suisse Warburg Pincus .50 of 1% of Capital Funds) the balance -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .75 of 1% of June 16, 1993 June 15, 1992 1,442,618 48,557 10.6 Pincus Value Fund (a the first series of the Credit $75,000,000; Suisse Warburg Pincus .50 of 1% of Capital Funds) the balance -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .875 of 1% of June 16, 1993 June 15, 1992 1,622,703 4,108 1.4 Pincus Small Company the first Value Fund (a series $100,000,000; of the Credit Suisse .75 of 1% of Warburg Pincus Capital the next Funds) $100,000,000; .625 of 1% of the balance -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .875 of 1% of July 15, 1999 November 17, 208,699 0 0 Pincus Technology Fund the first 1999 (a series of the Credit $500,000,000; Suisse Warburg Pincus .750 of 1% of Select Funds) the next $500,000,000; .625 of 1% of the balance -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg 1.25% of the September 1, August 23, 1995 809,279 0 0 Pincus International first 1995 Equity II Fund (a series $100,000,000; of the Credit Suisse 1.15% of the Warburg Pincus next Opportunity Funds) $100,000,000; 1% of the balance(2) -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .70 of 1% of February 23, February 22, 98,962 1,563 100 Pincus High Income Fund the first 1999 1999 (a series of the Credit $500,000,000; Suisse Warburg Pincus .625 of 1% of Opportunity Funds) the balance -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .40 of 1% of October 22, January 24, 256,602 0 0 Pincus US Government the first 1996 1997 Money Fund (a series $1,000,000,000; of the Credit Suisse .35 of 1% of Warburg Pincus the balance Opportunity Funds) --------------------------------------------------------------------------------------------------------------------------------
D-1
-------------------------------------------------------------------------------------------------------------------------------- Aggregate Percentage of Annual Fee Amount of Aggregate (as a Date of Commissions Brokerage percentage of Approval of Paid to Commissions average daily Date of Previous Affiliated Paid to net assets of Previous Investment Fee Paid for Brokers for Affiliated such Series or Investment Advisory Year Ended Year Ended Brokers for Fund, as Advisory Agreement by October 31, October 31, Year Ended Series or Fund applicable) Agreement Shareholders 2000 2000 October 31, 2000 -------------------------------------------------------------------------------------------------------------------------------- Credit Suisse Warburg .40 of 1% of October 22, January 24, 223,580 0 0 Pincus Municipal Money the first 1996 1997 Fund (a series of the $1,000,000,000; Credit Suisse Warburg .35 of 1% of Pincus Opportunity Funds) the balance -------------------------------------------------------------------------------------------------------------------------------- DLJ High Yield Bond Fund 1%(3) July 27, 1998 July 16, 1998 4,970,092 37,700 100 --------------------------------------------------------------------------------------------------------------------------------
---------- (1) Commissions to affiliated brokers were paid to Donaldson, Lufkin & Jenrette Securities Corporation and Autranet, Inc., both affiliated because of their common control with the Funds' previous investment adviser, DLJAM. ---------- (2) On November 1, 2000, this fee was reduced to 1% and the fee paid for the year ended October 31, 2000 would have been $647,423 under the new fee rate. ---------- (3) The fee for the DLJ High Yield Bond Fund is computed at the annual rate of 1% of the average weekly value of the fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). D-2 Appendix E AGREEMENTS BY CSAM TO CAP FUND EXPENSES THROUGH OCTOBER 31, 2001 OR OCTOBER 31, 2002 -------------------------------------------------------------------------------- Maximum Average Annual Expenses (as a percentage of average daily net Series assets) -------------------------------------------------------------------------------- Credit Suisse Warburg Pincus High Class A 1.10% Income Fund Class B 1.85% (October 31, 2001) Class C 1.85% Class D 0.85% Common Class 1.10% -------------------------------------------------------------------------------- Credit Suisse Warburg Pincus Class A 2.15% International Equity II Fund Class B 2.90% (October 31, 2001) Class C 2.90% Class D 1.90% Common Class 2.15% -------------------------------------------------------------------------------- Credit Suisse Warburg Pincus Municipal 0.90% Money Fund (October 31, 2001) -------------------------------------------------------------------------------- Credit Suisse Warburg Pincus U.S. 0.90% Government Money Fund (October 31, 2001) -------------------------------------------------------------------------------- Credit Suisse Warburg Pincus Class A 1.39% Technology Fund Class B 2.14% (October 31, 2002) Class C 2.14% Class D 1.14% Common Class 1.39% -------------------------------------------------------------------------------- E-1 Appendix F Credit Suisse Warburg Pincus Blue Chip Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ------------------------------------------------------------- Previous Investment Advisory Agreement ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.61% 0.61% 0.61% 0.61% 0.61% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.24% 0.24% 0.24% 0.24% 0.24% ------------------------------------------------------------- Total Annual Operating Expenses 1.10% 1.85% 1.85% 0.85% 1.10% =============================================================
------------------------------------------------------------- Series Pro Forma ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.61% 0.61% 0.61% 0.61% 0.61% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.37% 0.37% 0.37% 0.37% 0.37% ------------------------------------------------------------- Total Annual Operating Expenses 1.23% 1.98% 1.98% 0.98% 1.23% =============================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 681 $ 588 $ 288 $ 87 $ 112 After 3 years $ 905 $ 782 $ 582 $ 271 $ 350 After 5 years $1,146 $1,001 $1,001 $ 471 $ 606 After 10 years $1,838 $1,973 $2,169 $1,049 $1,340 ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 693 $ 601 $ 301 $ 100 $ 125 After 3 years $ 943 $ 821 $ 621 $ 312 $ 390 After 5 years $1,212 $1,068 $1,068 $ 542 $ 676 After 10 years $1,978 $2,113 $2,306 $1,201 $1,489 ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 188 $ 188 n/a n/a After 3 years n/a $ 582 $ 582 n/a n/a After 5 years n/a $1,001 $1,001 n/a n/a After 10 years n/a $1,973 $2,169 n/a n/a ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 201 $ 201 n/a n/a After 3 years n/a $ 621 $ 621 n/a n/a After 5 years n/a $1,068 $1,068 n/a n/a After 10 years n/a $2,113 $2,306 n/a n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-1 Credit Suisse Warburg Pincus Value Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ------------------------------------------------------------- Previous Investment Advisory Agreement ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.58% 0.58% 0.58% 0.58% 0.58% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.22% 0.22% 0.22% 0.22% 0.22% ------------------------------------------------------------- Total Annual Operating Expenses 1.05% 1.80% 1.80% 0.80% 1.05% =============================================================
------------------------------------------------------------- Series Pro Forma ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.58% 0.58% 0.58% 0.58% 0.58% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.35% 0.35% 0.35% 0.35% 0.35% ------------------------------------------------------------- Total Annual Operating Expenses 1.18% 1.93% 1.93% 0.93% 1.18% =============================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 676 $ 583 $ 283 $ 82 $ 107 After 3 years $ 890 $ 766 $ 566 $ 255 $ 334 After 5 years $1,121 $ 975 $ 975 $ 444 $ 579 After 10 years $1,784 $1,919 $2,116 $ 990 $1,283 ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 688 $ 596 $ 296 $ 95 $ 120 After 3 years $ 928 $ 806 $ 606 $ 296 $ 375 After 5 years $1,187 $1,042 $1,042 $ 515 $ 649 After 10 years $1,924 $2,059 $2,254 $1,143 $1,432 ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 183 $ 183 n/a n/a After 3 years n/a $ 566 $ 566 n/a n/a After 5 years n/a $ 975 $ 975 n/a n/a After 10 years n/a $1,919 $2,116 n/a n/a ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 196 $ 196 n/a n/a After 3 years n/a $ 606 $ 606 n/a n/a After 5 years n/a $1,042 $1,042 n/a n/a After 10 years n/a $2,059 $2,254 n/a n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-2 Credit Suisse Warburg Pincus Small Company Value Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the New Co-Administration Agreement.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* --------------------------------------------------- Previous Investment Advisory Agreement --------------------------------------------------- Class A Class B Class C Common Class --------------------------------------------------- Management Fee 0.81% 0.81% 0.81% 0.81% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.25% Other Expenses 0.29% 0.29% 0.29% 0.29% --------------------------------------------------- Total Annual Operating Expenses 1.35% 2.10% 2.10% 1.35% ===================================================
--------------------------------------------------- Series Pro Forma --------------------------------------------------- Class A Class B Class C Common Class --------------------------------------------------- Management Fee 0.81% 0.81% 0.81% 0.81% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.25% Other Expenses 0.42% 0.42% 0.42% 0.42% --------------------------------------------------- Total Annual Operating Expenses 1.48% 2.23% 2.23% 1.48% ===================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------- After 1 year $ 705 $ 613 $ 313 $ 137 After 3 years $ 978 $ 858 $ 658 $ 428 After 5 years $1,272 $1,129 $1,129 $ 739 After 10 years $2,105 $2,431 $2,431 $1,624 ----------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ----------------------------------------------------- After 1 year $ 717 $ 626 $ 326 $ 151 After 3 years $1,016 $ 897 $ 697 $ 468 After 5 years $1,336 $1,195 $1,195 $ 808 After 10 years $2,242 $2,376 $2,565 $1,768 --------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption at End of Period -------------------------------------------------------- After 1 year n/a $ 213 $ 213 n/a After 3 years n/a $ 658 $ 658 n/a After 5 years n/a $1,129 $1,129 n/a After 10 years n/a $2,240 $2,431 n/a --------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption at End of Period --------------------------------------------------------- After 1 year n/a $ 226 $ 226 n/a After 3 years n/a $ 697 $ 697 n/a After 5 years n/a $1,195 $1,195 n/a After 10 years n/a $2,376 $2,565 n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-3 Credit Suisse Warburg Pincus Technology Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ------------------------------------------------------------- Previous Investment Advisory Agreement ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.88% 0.88% 0.88% 0.88% 0.88% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 1.09% 1.09% 1.09% 1.09% 1.09% ------------------------------------------------------------- Total Annual Operating Expenses 2.22% 2.97% 2.97% 1.97% 2.22% =============================================================
------------------------------------------------------------- Series Pro Forma ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.88% 0.88% 0.88% 0.88% 0.88% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 1.03% 1.03% 1.03% 1.03% 1.03% ------------------------------------------------------------ Total Annual Operating Expenses 2.16% 2.91% 2.91% 1.91% 2.16% =============================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 787 $ 700 $ 400 $ 200 $ 225 After 3 years $1,229 $1,118 $ 918 $ 618 $ 694 After 5 years $1,696 $1,562 $1,562 $1,062 $1,190 After 10 years $2,982 $3,110 $3,290 $2,296 $2,554
------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 781 $ 694 $ 394 $ 194 $ 219 After 3 years $1,212 $1,101 $ 901 $ 600 $ 676 After 5 Years $1,668 $1,533 $1,533 $1,032 $1,159 ------------------------------------------------------------- After 10 Years $2,925 $3,052 $3,233 $2,233 $2,493 =============================================================
------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 300 $ 300 n/a n/a After 3 years n/a $ 918 $ 918 n/a n/a After 5 years n/a $1,562 $1,562 n/a n/a After 10 years n/a $3,110 $3,290 n/a n/a ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 294 $ 294 n/a n/a After 3 years n/a $ 901 $ 901 n/a n/a After 5 years n/a $1,533 $1,533 n/a n/a After 10 years n/a $3,052 $3,233 n/a n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average annual operating expenses until October 31, 2002 and CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-4 Credit Suisse Warburg Pincus International Equity II Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ------------------------------------------------------------- Previous Investment Advisory Agreement ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 1.25% 1.25% 1.25% 1.25% 1.25% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.53% 0.53% 0.53% 0.53% 0.53% ------------------------------------------------------------- Total Annual Operating Expenses 2.03% 2.78% 2.78% 1.78% 2.03% =============================================================
------------------------------------------------------------- Series Pro Forma ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 1.00% 1.00% 1.00% 1.00% 1.00% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 0.61% 0.61% 0.61% 0.61% 0.61% ------------------------------------------------------------- Total Annual Operating Expenses 1.86% 2.61% 2.61% 1.61% 1.86% =============================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 769 $ 681 $ 381 $ 181 $ 206 After 3 years $1,175 $1,062 $ 862 $ 560 $ 637 After 5 years $1,605 $1,469 $1,469 $ 964 $1,093 After 10 years $2,798 $2,926 $3,109 $2,095 $2,358 ------------------------------------------------------------ Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------ After 1 year $ 753 $ 664 $ 364 $ 164 $ 189 After 3 years $1,126 $1,011 $ 811 $ 508 $ 585 After 5 years $1,523 $1,385 $1,385 $ 876 $1,006 After 10 years $2,629 $2,759 $2,944 $1,911 $2,180 ============================================================ ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption End of Period ------------------------------------------------------------- After 1 year n/a $ 281 $ 281 n/a n/a After 3 years n/a $ 862 $ 862 n/a n/a After 5 years n/a $1,469 $1,469 n/a n/a After 10 years n/a $2,926 $3,109 n/a n/a ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption End of Period ------------------------------------------------------------- After 1 year n/a $ 264 $ 264 n/a n/a After 3 years n/a $ 811 $ 811 n/a n/a After 5 years n/a $1,385 $1,385 n/a n/a After 10 years n/a $2,759 $2,944 n/a n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average annual operating expenses until October 31, 2001 and CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-5 Credit Suisse Warburg Pincus High Income Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements.
Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ------------------------------------------------------------- Previous Investment Advisory Agreement ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.70% 0.70% 0.70% 0.70% 0.70% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 1.73% 1.73% 1.73% 1.73% 1.73% ------------------------------------------------------------- Total Annual Operating Expenses 2.68% 3.43% 3.43% 2.43% 2.68% =============================================================
------------------------------------------------------------- Series Pro Forma ------------------------------------------------------------- Class A Class B Class C Class D Common Class ------------------------------------------------------------- Management Fee 0.70% 0.70% 0.70% 0.70% 0.70% Distribution (12b-1) and Service Fees 0.25% 1.00% 1.00% 0.00% 0.25% Other Expenses 1.53% 1.53% 1.53% 1.53% 1.53% ------------------------------------------------------------- Total Annual Operating Expenses 2.48% 3.23% 3.23% 2.23% 2.48% =============================================================
These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 733 $ 746 $ 446 $ 246 $ 271 After 3 years $1,268 $1,253 $1,053 $ 758 $ 832 After 5 years $1,827 $1,784 $1,784 $1,296 $1,420 After 10 years $3,344 $3,539 $3,712 $2,766 $3,012 ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and Redemption at End of Period ------------------------------------------------------------- After 1 year $ 714 $ 726 $ 426 $ 226 $ 251 After 3 years $1,211 $ 995 $ 995 $ 697 $ 773 After 5 years $1,733 $1,688 $1,688 $1,195 $1,321 After 10 years $3,157 $3,355 $3,531 $2,565 $2,816 ============================================================= ------------------------------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 346 $ 346 n/a n/a After 3 years n/a $1,053 $1,053 n/a n/a After 5 years n/a $1,784 $1,784 n/a n/a After 10 years n/a $3,539 $3,712 n/a n/a ------------------------------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends and No Redemption at End of Period ------------------------------------------------------------- After 1 year n/a $ 326 $ 326 n/a n/a After 3 years n/a $ 995 $1,195 n/a n/a After 5 years n/a $1,688 $1,688 n/a n/a After 10 years n/a $3,355 $3,531 n/a n/a * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average annual operating expenses until October 31, 2001 and CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Ten year figures assume conversion of Class B shares to Class A shares at the end of the eighth year following the date of purchases. Purchases of Class A shares of less than $1,000,000, Class D shares and Common Class shares are not subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-6 Credit Suisse Warburg Pincus U.S. Government Money Fund and Credit Suisse Warburg Pincus Municipal Money Fund The following tables describe the fees and expenses (before reimbursements and/or waivers) that you may pay if you buy and hold shares of the Series listed above. The first table describes fees and expenses under the Previous Investment Advisory Agreement and related service arrangements. Series Pro Forma describes fees and expenses under the New Investment Advisory Agreement and the new Co-Administration Agreements. Annual Fund Operating Expenses (Expenses that are Deducted from Series Assets -- Before Reimbursements and/or Waivers)* ----------------------------------------- Previous Investment Advisory Agreement ----------------------------------------- U.S. Government Municipal Money Fund Money Fund ----------------------------------------- Management Fee 0.40% 0.40% Distribution (12b-1) and Service Fees 0.25% 0.25% Other Expenses 0.34% 0.34% ----------------------------------------- Total Annual Operating Expenses 0.99% 0.99% ============ ============== ----------------------------------------- Series Pro Forma ----------------------------------------- Management Fee 0.40% 0.40% Distribution (12b-1) and Service Fees 0.25% 0.25% Other Expenses 0.46% 0.46% ----------------------------------------- Total Annual Operating Expenses 1.11% 1.11% ============ ============== These Examples are intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The first examples describe costs under the Previous Investment Advisory Agreement and related service agreements. Series Pro Forma examples describe costs under the New Investment Advisory Agreement and new Co-Administration Agreements. The Examples assume that you invest $10,000 in the Series for the time period indicated and the Series returns 5% annually. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Examples** ----------------------------------------- Previous Investment Advisory Agreement Assuming Reinvestment of all Dividends ----------------------------------------- After 1 year $ 101 $ 101 After 3 years $ 315 $ 315 After 5 years $ 547 $ 547 After 10 years $ 1,213 $ 1,213 ----------------------------------------- Series Pro Forma Assuming Reinvestment of all Dividends ----------------------------------------- After 1 year $ 113 $ 113 After 3 years $ 353 $ 353 After 5 years $ 612 $ 612 After 10 years $ 1,352 $ 1,352 * Annual operating expenses of the Series before reimbursements and/or waivers do not reflect CSAM's agreement to assume DLJAM's undertaking to limit average annual operating expenses until October 31, 2001 and CSAM's agreement to limit average annual fund operating expenses of the Series for the two years beginning on November 3, 2000. Consequently, it is not anticipated that there will be any increase in the average annualized fund operating expense ratio of the Series during that period as a result of the retention of new co-administrators. ** Shares purchased directly into either the U.S. Government Money Fund or the Municipal Money Fund will not be subject to a CDSC and therefore expenses paid will remain unaffected by redemption. F-7 Appendix G NAME CHANGES OF THE CREDIT SUISSE WARBURG PINCUS MUTUAL FUNDS
----------------------------------------------------------------------------------------------------------- Previous Fund or Series Name New Name of Fund or Series ----------------------------------------------------------------------------------------------------------- DLJ Focus Funds Credit Suisse Warburg Pincus Capital Funds ----------------------------------------------------------------------------------------------------------- DLJ Core Equity Fund (a series of the DLJ Credit Suisse Warburg Pincus Blue Chip Focus Funds) Fund ----------------------------------------------------------------------------------------------------------- DLJ Growth and Income Fund (a series of the Credit Suisse Warburg Pincus Value Fund DLJ Focus Funds) ----------------------------------------------------------------------------------------------------------- DLJ Small Company Value Fund (a series of Credit Suisse Warburg Pincus Small the DLJ Focus Funds) Company Value Fund ----------------------------------------------------------------------------------------------------------- DLJ Opportunity Funds Credit Suisse Warburg Pincus Opportunity Funds ----------------------------------------------------------------------------------------------------------- DLJ International Equity Fund (a series of Credit Suisse Warburg Pincus the DLJ Opportunity Funds) International Equity II Fund ----------------------------------------------------------------------------------------------------------- DLJ High Income Fund (a series of the DLJ Credit Suisse Warburg Pincus High Income Opportunity Funds) Fund ----------------------------------------------------------------------------------------------------------- DLJ U.S. Government Money Fund (a series of Credit Suisse Warburg Pincus U.S. the DLJ Opportunity Funds) Government Money Fund ----------------------------------------------------------------------------------------------------------- DLJ Municipal Money Fund (a series of the Credit Suisse Warburg Pincus Municipal DLJ Opportunity Funds) Money Fund ----------------------------------------------------------------------------------------------------------- DLJ Select Funds Credit Suisse Warburg Pincus Select Funds ----------------------------------------------------------------------------------------------------------- DLJ Technology Fund (a series of the DLJ Credit Suisse Warburg Pincus Technology Select Funds) Fund -----------------------------------------------------------------------------------------------------------
G-1 Appendix H CERTAIN INFORMATION ABOUT THE NEW ADVISER AND CREDIT SUISSE GROUP General CSAM is an indirect wholly-owned U.S. subsidiary of Credit Suisse. Credit Suisse is a global financial services company, providing a comprehensive range of banking and insurance products. Active on every continent and in all major financial centers, Credit Suisse comprises five business units -- Credit Suisse Asset Management (asset management), of which CSAM is a member; Credit Suisse First Boston (investment banking); Credit Suisse Private Banking (private banking); Credit Suisse (retail banking); and Winterthur (insurance). Credit Suisse has approximately $680 billion of global assets under management and employs approximately 62,000 people worldwide. The principal business address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland. Credit Suisse Asset Management companies managed approximately $93 billion in the U.S. and $298 billion globally, as of December 31, 2000. CSAM's sole member is CSAM Americas Holding Corp. located at 466 Lexington Avenue, New York, New York 10017, which is wholly-owned by Credit Suisse Asset Management Holding Corp., of the same address, which in turn is wholly-owned by Credit Suisse First Boston, Inc., located at 11 Madison Avenue, New York, New York 10010, which is indirectly wholly-owned by Credit Suisse Group. Executive Officers of CSAM The following chart sets forth information with respect to the name, address and principal occupations of the executive officer(s) and managing member(s) of CSAM. (Unless otherwise noted, the person's position at CSAM constitutes his/her principal occupation.) Each person's address is 466 Lexington Avenue, New York, New York 10017.
---------------------------------------------------------------------------------------------------------------------- Name Position with CSAM and Principal Occupation ---------------------------------------------------------------------------------------------------------------------- James P. McCaughan Chief Executive Officer, Managing Director and Chairman of the Management Committee ---------------------------------------------------------------------------------------------------------------------- G. Moffett Cochran President, Managing Director and Member of the Management Committee ---------------------------------------------------------------------------------------------------------------------- Martin Jaffe Chief Financial Officer, Managing Director and Member of the Management Committee ---------------------------------------------------------------------------------------------------------------------- Laurence R. Smith Global Chief Investment Officer, Managing Director and Member of the Management Committee ---------------------------------------------------------------------------------------------------------------------- Elizabeth B. Dater Head of Emerging Growth Group, Managing Director and Member of the Management Committee ---------------------------------------------------------------------------------------------------------------------- Christopher F. Corapi Head of Equity Research, Managing Director and Member of the Management Committee ---------------------------------------------------------------------------------------------------------------------- Sheila Scott Managing Director and Member of the Management Committee ----------------------------------------------------------------------------------------------------------------------
H-1 Similar Funds Managed by CSAM The following chart sets forth information with respect to other mutual funds advised by CSAM with an investment objective similar to the investment objective of the Fund indicated.
---------------------------------------------------------------------------------------------------------- Contractual Advisory Fee Net Assets of CSAM Managed (as a Similar Fund as percentage of 10/31/00 of average Credit Suisse Warburg Similar Fund daily net Pincus Mutual Fund Currently Managed by CSAM (in dollars) assets) Fee Waiver ---------------------------------------------------------------------------------------------------------- Open-End Funds ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Credit Suisse Institutional U.S. 62,047,229 0.750 Yes Pincus Blue Chip Fund Core Equity Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Credit Suisse Institutional Fund - 3,106,285 0.750 Yes Pincus Value Fund Value Portfolio ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus Value Fund 297,489,922 0.750 No Pincus Value Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus Trust Value Portfolio 23,482,814 0.750 Yes Pincus Value Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus High Yield Fund 107,574,751 0.700 Yes Pincus High Income Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Credit Suisse Institutional 454,624,919 0.800 No Pincus International International Growth Fund Equity II Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Credit Suisse Institutional Fund - 355,887,385 0.800 Yes Pincus International International Equity Portfolio Equity II Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus International Equity 856,197,480 1.000 No Pincus International Fund Equity II Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus Trust International 539,625,551 1.000 No Pincus International Equity Portfolio Equity II Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Warburg Pincus Small Company Value 25,353,176 1.000 Yes Pincus Small Company Fund Value Fund ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- Sub-Advised Funds ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Jefferson Pilot Value Portfolio 80,109,296 0.500 No Pincus Value Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Variable Investor Series Trust - 21,528,034 0.500 No Pincus Value Fund Growth and Income ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg CNI High Yield Bond Portfolio (1) 10,674,943 0.500 No Pincus High Income Fund ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg SEI Variable Trust Product - High 9,995,648 0.280 No Pincus High Income Fund Yield Bond Portfolio ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Touchstone International Equity 12,951,018 0.850 No Pincus International Fund (2) Equity II Fund ----------------------------------------------------------------------------------------------------------
H-2
---------------------------------------------------------------------------------------------------------- Contractual Advisory Fee Net Assets of CSAM Managed (as a Similar Fund as percentage of 10/31/00 of average Credit Suisse Warburg Similar Fund daily net Pincus Mutual Fund Currently Managed by CSAM (in dollars) assets) Fee Waiver ---------------------------------------------------------------------------------------------------------- Credit Suisse Warburg Touchstone International Equity 33,344,618 0.850 No Pincus International Fund II (2) Equity II Fund ----------------------------------------------------------------------------------------------------------
Notes: (1) 0.50% on the first $30 million and 0.40% on the excess. (2) 0.85% on the first $30 million, 0.80% on the next $20 million, 0.70% on the next $20 million and 0.60% on the excess. Brokerage Policies CSAM is responsible for establishing, reviewing and, where necessary, modifying the Fund's investment program to achieve its investment objective. Purchases and sales of newly issued portfolio securities are usually principal transactions without brokerage commissions effected directly with the issuer or with an underwriter acting as principal. Other purchases and sales may be effected on a securities exchange or over-the-counter, depending on where it appears that the best price and execution will be obtained. The purchase price paid by a Fund to underwriters of newly issued securities usually includes a concession paid by the issuer to the underwriter, and purchases of securities from dealers, acting as either principals or agents in the after market, are normally executed at a price between the bid and asked price, which includes a dealer's mark-up or mark-down. Transactions on U.S. stock exchanges and some foreign stock exchanges involve the payment of negotiated brokerage commissions. On exchanges on which commissions are negotiated, the cost of transactions may vary among different brokers. On most foreign exchanges, commissions are generally fixed. There is generally no stated commission in the case of securities traded in domestic or foreign over-the-counter markets, but the price of securities traded in over-the-counter markets includes an undisclosed commission or mark-up. U.S. Government Securities are generally purchased from underwriters or dealers, although certain newly issued U.S. Government Securities may be purchased directly from the U.S. Treasury or from the issuing agency or instrumentality. No brokerage commissions are typically paid on purchases and sales of U.S. Government Securities. In selecting broker-dealers, the Adviser does business exclusively with those broker-dealers that, in the Adviser's judgment, can be expected to provide the best service. The service has two main aspects: the execution of buy and sell orders and the provision of research. In negotiating commissions with broker-dealers, the Adviser will pay no more for execution and research services than it considers either, or both together, to be worth. The worth of execution service depends on the ability of the broker-dealer to minimize costs of securities purchased and to maximize prices obtained for securities sold. The worth of research depends on its usefulness in optimizing portfolio composition and its changes over time. Commissions for the combination of execution and research services that meet the Adviser's standards may be higher than for execution services alone or for services that fall below the Adviser's standards. The Adviser believes that these arrangements may benefit all clients and not necessarily only the accounts in which the particular investment transactions occur that are so executed. Further, the Adviser will only receive brokerage or research service in connection with securities transactions that are consistent with the "safe harbor" provisions of Section 28(e) of the Securities Exchange Act of 1934 when paying such higher commissions. Research services may include research on specific industries or companies, macroeconomic analyses, analyses of national and international events and trends, evaluations of thinly traded securities, computerized trading screening techniques and securities ranking services, and general research services. Investment decisions for a Fund concerning specific portfolio securities are made independently from those for other clients advised by the Adviser. Such other investment clients may invest in the same securities as a Fund. When purchases or sales of the same security are made at substantially the same time on behalf of such other clients, transactions are averaged as to price and available investments allocated as to amount, in a manner which the Adviser believes to be equitable to each client, including a Fund. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold for a Fund. To the extent permitted by law, securities may be aggregated H-3 with those to be sold or purchased for a Fund with those to be sold or purchased for such other investment clients in order to obtain best execution. All orders for transactions in securities or options on behalf of a Fund are placed by the Adviser with broker-dealers that it selects, including CSFB, CSAMSI and affiliates of Credit Suisse. A Fund may utilize CSFB, CSAMSI or affiliates of Credit Suisse in connection with a purchase or sale of securities when the Adviser believes that the charge for the transaction does not exceed usual and customary levels and when doing so is consistent with guidelines adopted by the Board. In no instance will portfolio securities be purchased from or sold to CSAM, CSAMSI or Credit Suisse First Boston ("CS First Boston") or any affiliated person of the foregoing entities except as permitted by SEC exemptive order or by applicable law. In addition, the Funds will not give preference to any institutions with whom a Fund enters into distribution or shareholder servicing agreements concerning the provision of distribution services or support services. If permitted for a Fund, transactions for such Fund may be effected on foreign securities exchanges. In transactions for securities not actively traded on a foreign securities exchange, such Fund will deal directly with the dealers who make a market in the securities involved, except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Such portfolio securities are generally traded on a net basis and do not normally involve brokerage commissions. Securities firms may receive brokerage commissions on certain portfolio transactions, including options, futures and options on futures transactions and the purchase and sale of underlying securities upon exercise of options. A Fund may participate, if and when practicable, in bidding for the purchase of securities for a Fund's portfolio directly from an issuer in order to take advantage of the lower purchase price available to members of such a group. A Fund will engage in this practice, however, only when the Adviser, in its sole discretion, believes such practice to be otherwise in a Fund's interest. H-4 |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- DLJ HIGH YIELD BOND FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the DLJ High |_| |_| |_| Yield Bond Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof. RECORD DATE SHARES: -------------------------------------------------------------------------------- DLJ HIGH YIELD BOND FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS MUNICIPAL MONEY FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus Municipal Money Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS MUNICIPAL MONEY FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS U.S. GOVERNMENT MONEY FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus U.S. Government Money Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS U.S. GOVERNMENT MONEY FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS BLUE CHIP FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus Blue Chip Fund permitting Credit Suisse Asset Fund Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS BLUE CHIP FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS SMALL COMPANY VALUE FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus Small Company Value Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS SMALL COMPANY VALUE FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS INTERNATIONAL EQUITY II FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus International Equity II Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS INTERNATIONAL EQUITY II FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS HIGH INCOME FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus High Income Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Opportunity Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS HIGH INCOME FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS VALUE FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus Value Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Capital Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS VALUE FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. -------------------------------------------------------------------------------- |X| PLEASE MARK VOTES AS IN THIS EXAMPLE -------------------------------------------------------------------------------- CREDIT SUISSE WARBURG PINCUS TECHNOLOGY FUND -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES VOTE THIS CARD TODAY By mail; phone (1-800-290-6424); fax (212-269-2796); or online at www.warburg.com (click on the proxy button) --------------- Please be sure to sign and date this Proxy. Date -------------------------------------------------------------------------------- ------Shareholder sign here----------------------Co-owner sign here (if any)---- -------------------------------------------------------------------------------- 1. To approve a new investment advisory For Against Abstain agreement as it relates to the Credit |_| |_| |_| Suisse Warburg Pincus Technology Fund permitting Credit Suisse Asset Management, LLC to continue as investment adviser. 2. To elect seven Trustees of the Credit Suisse Warburg Pincus Select Funds. For All With- For All (01) Richard H. Francis (05) James G. Pasman Nominees hold Except (02) Jack W. Fritz (06) William W. Priest |_| |_| |_| (03) Jeffrey E. Garten (07) Steven N. Rappaport (04) Peter F. Krogh Instructions: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted For the remaining nominee(s). 3. To transact such other business as may properly come before the Meeting, or any adjournment or postponement thereof. In their discretion, the proxies named on the reverse side of this card are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or adjournments thereof, and for the election of a person to serve as trustee if any of the above nominees are unable to serve. RECORD DATE SHARES: CREDIT SUISSE WARBURG PINCUS TECHNOLOGY FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2001 Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of (i) the Credit Suisse Warburg Pincus Opportunity Funds with respect to its following series: the Credit Suisse Warburg Pincus High Income Fund, the Credit Suisse Warburg Pincus Municipal Money Fund, the Credit Suisse Warburg Pincus International Equity II Fund and the Credit Suisse Warburg Pincus U.S. Government Money Fund; (ii) the Credit Suisse Warburg Pincus Capital Funds with respect to its following series: the Credit Suisse Warburg Pincus Blue Chip Fund, the Credit Suisse Warburg Pincus Small Company Value Fund and the Credit Suisse Warburg Pincus Value Fund; (iii) Credit Suisse Warburg Pincus Select Funds with respect to its Credit Suisse Warburg Pincus Technology Fund series; and (iv) the DLJ High Yield Bond Fund, will be held on March 23, 2001, at 11:00 a.m. (Credit Suisse Warburg Pincus Opportunity Funds), 11:30 a.m. (Credit Suisse Warburg Pincus Capital Funds), 12:00 p.m. (Credit Suisse Warburg Pincus Select Funds) and 12:30 p.m. (DLJ High Yield Bond Fund), at 466 Lexington Avenue, 16th Floor, New York, New York 10017. Each of the series listed above is referred to as a "Series" and collectively as the "Series" and each of the Credit Suisse Warburg Pincus Opportunity Funds, the Credit Suisse Warburg Pincus Capital Funds, the Credit Suisse Warburg Pincus Select Funds and the DLJ High Yield Bond Fund is referred to as a "Fund" and collectively as the "Funds." I hereby appoint Brian Kammerer and Jill Kopin and each of them, each with the full power of substitution, as proxies for the undersigned to vote the shares of the Series and/or Fund as to which I am entitled to vote, as shown on the reverse side, at the Meeting and any and all adjournments thereof. I hereby revoke any and all proxies with respect to such shares previously given by me and acknowledge receipt of the February 12, 2001 Proxy Statement. UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR EACH ITEM LISTED ON THE REVERSE SIDE. A PROPERLY EXECUTED PROXY IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED IN FAVOR OF THE PROPOSAL. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. --------------------------------------------------------------------------------