SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| 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 Pursuant to Section 240.14a-12
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
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(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 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:
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THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 27, 2003
-----------------
TO THE SHAREHOLDERS OF
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of The Emerging Markets Telecommunications Fund, Inc. (the "Fund")
will be held at the offices of Credit Suisse Asset Management, LLC, 466
Lexington Avenue (between 45th and 46th Streets), 16th Floor, New York, New York
10017, on Thursday, March 27, 2003 commencing at 2:00 p.m., New York time.
The purpose of the Meeting is to consider and act upon the following
proposal and to consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof:
(1) To elect one (1) director of the Fund.
The close of business on February 24, 2003 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the Meeting.
This notice and related proxy material are first being mailed on or about
March 4, 2003.
By Order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: March 4, 2003
New York, New York
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 27, 2003
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held at the offices of Credit Suisse Asset Management, LLC
("CSAM"), 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New
York, New York 10017 on Thursday, March 27, 2003 (commencing at 2:00 p.m., New
York time) and at any adjournments thereof (collectively, the "Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy")
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers or employees of the Fund, CSAM, the investment
adviser to the Fund, Bear Stearns Funds Management Inc., the administrator of
the Fund (the "Administrator"), or Georgeson Shareholder Communications Inc.
("Georgeson"), a proxy solicitation firm that has been retained by the Fund and
which will receive a fee not to exceed $5,000 and will be reimbursed for its
reasonable expenses. All costs of solicitation, including (a) printing and
mailing of this Proxy Statement and accompanying material, (b) the reimbursement
of brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Fund's shares, (c) payment of Georgeson
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Fund. This Proxy Statement is expected to
be mailed to shareholders on or about March 4, 2003.
The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor,
New York, New York 10017. The Administrator has its principal executive office
at 383 Madison Avenue, 23rd Floor, New York, New York 10179. Credit Suisse Asset
Management (Australia) Limited ("CSAM Australia"), located at Level 32, Gateway
Building, 1 Macquarie Place, Sydney, NSW 2000, serves as investment sub-adviser
to the Fund.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended November 30, 2002 has been previously furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted "FOR" election of the Board's nominee for
director and in accordance with the judgment of the persons named in the proxy
on any other matters that may properly come before the Meeting and that are
deemed appropriate. Any shareholder giving a Proxy has the right to attend the
Meeting to vote his or her shares in person (thereby revoking any prior Proxy)
1
and also the right to revoke the Proxy at any time by written notice received by
the Fund prior to the time it is voted.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, the holders of a majority of the shares present in person or by
proxy will have the power to adjourn the Meeting, without notice other than an
announcement at the Meeting, until the requisite number of shares entitled to
vote at the Meeting is present. In the event that a quorum is present at the
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of the Fund's shares represented 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 must take
place not more than 120 days after the record date. At such adjourned Meeting,
any business may be transacted which might have been transacted at the original
Meeting. If a quorum is present, a shareholder vote may be taken on one or more
of the proposals in the Proxy Statement prior to any adjournment if sufficient
votes have been received and it is otherwise appropriate. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted.
Approval of Proposal 1 will require the affirmative vote of a plurality of
the votes cast at the Meeting in person or by proxy. Because abstentions and
broker non-votes are not treated as shares voted, any abstentions and broker
non-votes would have no impact on Proposal 1.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 24, 2003, there were
9,164,221 Shares outstanding. Each Share is entitled to one vote at the Meeting,
and fractional Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope;
--allow sufficient time for the Proxy to be received and processed on or
before 2:00 p.m. on March 27, 2003.
PROPOSAL 1: ELECTION OF DIRECTOR
The only proposal to be submitted at the Meeting will be the election of one
(1) director of the Fund to hold office for the term set forth below and until
his successor is elected and qualified.
The Board is divided into three classes, each class having a term of no more
than three years. Each year the term of office of one class expires and the
successor or successors elected to such class will serve for a three-year term.
2
George W. Landau, a director whose current term expires on the date of this
Meeting, has been nominated for a three-year term to expire at the 2006 Annual
Meeting of Shareholders. Mr. Landau currently serves as a director of the Fund.
Mr. Landau has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the nominee for
election to the Board, directors whose terms of office continue beyond the
Meeting, and the officers of the Fund. The current terms of office of the Fund's
officers will end at the Board of Directors' meeting next following the Meeting.
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY
NAME, ADDRESS AND AGE FUND TIME SERVED PAST FIVE YEARS DIRECTOR
----------------------------------- ------------ -------------------------------- -------------------- -----------------
INDEPENDENT DIRECTORS:
Enrique R. Arzac .................. Director Since 1996; current term ends at Professor of Finance 8
Credit Suisse Asset the 2004 annual meeting and Economics,
Management, LLC Graduate School of
466 Lexington Avenue Business, Columbia
New York, New York 10017-3140 University since
Age: 61 1971
James J. Cattano .................. Director Since 1993; current term ends at President, Primary 4
c/o Primary Resources, Inc. the 2004 annual meeting Resources Inc. (an
55 Old Field Point Road international
Greenwich, Connecticut 06830 trading and manu-
Age: 59 facturing company
specializing in the
sale of agricultural
commodities
throughout Latin
American markets)
since October 1996
George W. Landau .................. Director Since 1993; current term ends at Senior Advisor, 5
Two Grove Isle Drive the 2003 annual meeting Latin America, The
Coconut Grove, Florida 33133 Coca-Cola Company
Age: 83 since 1988
Martin M. Torino .................. Director Since 1993; current term ends at Chief Executive 3
Credit Suisse Asset the 2005 annual meeting Officer and Director
Management, LLC of Celsur Logistica
466 Lexington Avenue S.A. (Logistics)
New York, New York 10017-3140 since 2002; Chairman
Age: 53 of the Board of
Ingenio y Refineria
San Martin Del
Tabacal S.A. (a
sugar refinery) from
August 1996 to 2000
OTHER
DIRECTORSHIPS
NAME, ADDRESS AND AGE HELD BY DIRECTOR
----------------------------------- -----------------
INDEPENDENT DIRECTORS:
Enrique R. Arzac .................. Director of The
Credit Suisse Asset Adams Express
Management, LLC Company (a
466 Lexington Avenue closed-end
New York, New York 10017-3140 investment com-
Age: 61 pany); Director
of Petroleum and
Resources Cor-
poration (a
closed-end
investment
company)
James J. Cattano .................. None
c/o Primary Resources, Inc.
55 Old Field Point Road
Greenwich, Connecticut 06830
Age: 59
George W. Landau .................. Director of
Two Grove Isle Drive Emigrant Sav-
Coconut Grove, Florida 33133 ings Bank;
Age: 83 Director of GAM
Funds, Inc.
Martin M. Torino .................. None
Credit Suisse Asset
Management, LLC
466 Lexington Avenue
New York, New York 10017-3140
Age: 53
3
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY
NAME, ADDRESS AND AGE FUND TIME SERVED PAST FIVE YEARS DIRECTOR
----------------------------------- ------------ -------------------------------- -------------------- -----------------
INTERESTED DIRECTOR:
William W. Priest, Jr.* ........... Director Since 1997; current term ends at Co-Managing Partner, 59
Steinberg Priest & Sloane the 2005 annual meeting Steinberg Priest &
Capital Management Sloane Capital
12 East 49th Street Management since
12th Floor March 2001; Chairman
New York, New York and Managing
10017 Director of CSAM
Age: 61 from 2000 to Feb-
ruary 2001, Chief
Executive Officer
and Managing
Director of CSAM
from 1990 to 2000
OTHER
DIRECTORSHIPS
NAME, ADDRESS AND AGE HELD BY DIRECTOR
----------------------------------- -----------------
INTERESTED DIRECTOR:
William W. Priest, Jr.* ........... None
Steinberg Priest & Sloane
Capital Management
12 East 49th Street
12th Floor
New York, New York
10017
Age: 61
PRINCIPAL
POSITION(S) HELD LENGTH OF OCCUPATION(S) DURING
NAME, ADDRESS AND AGE WITH FUND TIME SERVED PAST FIVE YEARS
----------------------------------- ---------------- -------------------------------- --------------------
OFFICERS:
Laurence R. Smith ................. Chairman of the Since 2002 Managing Director
Credit Suisse Asset Fund, Chief and Global Chief
Management, LLC Executive Investment Officer
466 Lexington Avenue Officer and of CSAM; Associated
New York, New York 10017-3140 President with JP Morgan
Age: 44 Investment
Management from 1981
to 1999; Officer of
other Credit Suisse
Funds
Hal Liebes, Esq. .................. Senior Vice Since 1997 Managing Director
Credit Suisse Asset President and Global General
Management, LLC Counsel of CSAM;
466 Lexington Avenue Associated with
New York, New York 10017-3140 Lehman Brothers,
Age: 38 Inc. from 1996 to
1997; Associated
with CSAM from 1995
to 1996; Associated
with CS First Boston
Investment
Management from 1994
to 1995; Associated
with Division of
Enforcement, U.S.
Securities and
Exchange Commission
from 1991 to 1994;
Officer of other
Credit Suisse Funds
Yaroslaw Aranowicz ................ Chief Invest- Since 2002 Vice President of
Credit Suisse Asset ment Officer CSAM since March
Management, LLC 1998; Director of
466 Lexington Avenue Research for Europe
New York, New York 10017-3140 and the Middle East,
Age: 39 Trans- National
Research Corporation
from 1995 to March
1998
Emily Alejos ...................... Investment Since 1999 Director of CSAM
Credit Suisse Asset Officer since January 1999;
Management, LLC Vice President of
466 Lexington Avenue CSAM from 1997 to
New York, New York 10017-3140 January 1999
Age: 39
4
PRINCIPAL
POSITION(S) HELD LENGTH OF OCCUPATION(S) DURING
NAME, ADDRESS AND AGE WITH FUND TIME SERVED PAST FIVE YEARS
----------------------------------- ---------------- -------------------------------- --------------------
Michael A. Pignataro .............. Chief Finan- Since 1993 Director and
Credit Suisse Asset cial Officer and Director of Fund
Management, LLC Secretary Administration of
466 Lexington Avenue CSAM; Associated
New York, New York 10017-3140 with CSAM since
Age: 43 1984; Officer of
other Credit Suisse
Funds
Rocco A. Del Guercio .............. Vice President Since 1997 Vice President and
Credit Suisse Asset Administrative
Management, LLC Officer of CSAM;
466 Lexington Avenue Associated with CSAM
New York, New York 10017-3140 since June 1996;
Age: 39 Assistant Treasurer,
Bankers Trust
Co. -- Fund
Administration from
March 1994 to June
1996; Mutual Fund
Accounting
Supervisor, Dreyfus
Corporation from
April 1987 to March
1994; Officer of
other Credit Suisse
Funds
Robert M. Rizza ................... Treasurer Since 1999 Assistant Vice
Credit Suisse Asset President of CSAM
Management, LLC since January 2001;
466 Lexington Avenue Administrative
New York, New York 10017-3140 Officer of CSAM from
Age: 37 March 1998 to
December 2000;
Assistant Treasurer
of Bankers Trust Co.
from April 1994 to
March 1998; Officer
of other Credit
Suisse Funds
----------------
* Mr. Priest is an interested person of the Fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), because he provided
consulting services to CSAM within the last two years.
Set forth in the table below is the dollar range of equity securities in the
Fund and the aggregate dollar range of equity securities in the CSAM Family of
Closed-End Investment Companies (as defined below) beneficially owned by each
director.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR IN CSAM FAMILY OF
DOLLAR RANGE OF EQUITY SECURITIES CLOSED-END INVESTMENT
NAME OF DIRECTOR IN THE FUND*(1)(2) COMPANIES*(1)(3)
---------------- --------------------------------- -----------------------------------
INDEPENDENT DIRECTORS:
Enrique R. Arzac ............. C E
James J. Cattano ............. B C
George W. Landau ............. C D
Martin M. Torino ............. B B
INTERESTED DIRECTOR:
William W. Priest, Jr. ....... A A
----------------
* Key to Dollar Ranges:
A. None
B. $1 -- $10,000
C. $10,001 -- $50,000
D. $50,001 -- $100,000
E. over $100,000
(1) This information has been furnished by each director as of December 31,
2002. "Beneficial Ownership" is determined in accordance with
Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(2) The Fund's directors and officers, in the aggregate, own less than 1% of the
Fund's outstanding equity securities.
5
(3) "CSAM Family of Closed-End Investment Companies" means those registered
closed-end investment companies that share CSAM as the investment adviser
and that hold themselves out to investors as related companies for purposes
of investment and investor services.
As of December 31, 2002, none of the independent nominee for election to the
Board of the Fund, the independent directors or their immediate family members
owned beneficially or of record any class of securities in CSAM or in a person
(other than a registered investment company) directly or indirectly controlling,
controlled by or under common control with CSAM.
During the fiscal year ended November 30, 2002, each director who was not a
director, officer, partner, co-partner or employee of CSAM, the Administrator or
any affiliate thereof, received an annual fee of $5,000 and $500 for each
meeting of the Board attended by him and was reimbursed for expenses incurred in
connection with his attendance at the Fund's Board meetings. The total
remuneration paid or accrued by the Fund during the fiscal year ended November
30, 2002 to all such unaffiliated directors was $33,500. Each director entitled
to a fee from the Fund receives fifty percent of his annual fee in the form of
Fund shares purchased by the Fund's transfer agent in the open market on his
behalf.
During the fiscal year ended November 30, 2002, the Board convened 7 times.
Each Director attended at least seventy-five percent of the aggregate number of
meetings of the Board and any committees on which he served during the period
for which he was a Director.
Messrs. Arzac, Cattano, Landau and Torino constitute the Fund's Audit
Committee, which is composed of directors who are not interested persons of the
Fund and who are independent (as such term is defined by the New York Stock
Exchange's listing standards). The Audit Committee convened twice during the
fiscal year ended November 30, 2002. The Audit Committee advises the full Board
with respect to accounting, auditing and financial matters affecting the Fund.
The directors constituting the Fund's Audit Committee also constitute the Fund's
Nominating Committee, which is composed of directors who are not interested
persons of the Fund. The Nominating Committee did not meet during the fiscal
year ended November 30, 2002. The Nominating Committee selects and nominates new
independent directors. The Nominating Committee will consider nominees
recommended by shareholders should a vacancy arise. Recommendations should be
submitted to the Nominating Committee in care of the Secretary of the Fund. The
Fund does not have a compensation committee.
AUDIT COMMITTEE REPORT
Pursuant to the Audit Committee Charter adopted by the Board, the Audit
Committee is responsible for conferring with the Fund's independent accountants,
reviewing annual financial statements and recommending the selection of the
Fund's independent accountants. The Audit Committee advises the full Board with
respect to accounting, auditing and financial matters affecting the Fund. The
independent accountants are responsible for planning and carrying out the proper
audits and reviews of the Fund's financial statements and expressing an opinion
as to their conformity with accounting principles generally accepted in the
United States of America.
The Audit Committee has met with the Fund's management to discuss, among
other things, the Fund's audited financial statements for the fiscal year ended
November 30, 2002. The Audit Committee has also met with the Fund's independent
accountants, PricewaterhouseCoopers LLP ("PwC"), and discussed with them certain
matters required by Statement of Auditing Standards No. 61, COMMUNICATIONS WITH
AUDIT COMMITTEES, as currently modified or supplemented, including, but not
limited to, the scope of
6
the Fund's audit, the Fund's financial statements and the Fund's accounting
controls. The Audit Committee has received the written disclosures and the
letter from PwC required by the SEC's independence rules delineating
relationships between the independent accountants and the Fund and the impact
that any such relationships may have on the objectivity and independence of the
independent accountants. The Audit Committee has discussed with PwC their
independence and has considered whether the provision of services by PwC to the
Fund and to CSAM, as more fully described below, was compatible with maintaining
PwC's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, the Audit Committee recommended to
the Board that the Fund's audited financial statements be included in the Fund's
2002 Annual Report to Shareholders for the year ended November 30, 2002 and be
mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Enrique R. Arzac
James J. Cattano
George W. Landau
Martin M. Torino
INDEPENDENT ACCOUNTANTS
At a meeting held on December 13, 2002, the Board, including the independent
directors, approved the selection of PwC for the fiscal year ending
November 30, 2003. PwC has been the Fund's independent accountants since the
Fund commenced operations, and has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of PwC will
be available by telephone at the Meeting and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
7
The following table shows the aggregate fees PwC billed to the Fund, to CSAM
and to any entity controlling, controlled by or under common control with CSAM
that provides services to the Fund for their professional services rendered for
the fiscal year ended November 30, 2002.
CSAM AND
FUND CERTAIN AFFILIATES
----------- ------------------
Audit Fees $46,600 $ 0
Financial Information Systems
Design and Implementation
Fees 0 0
All Other Fees 8,200* 703,000**
------------------
* Fees relate to tax services in connection with review of excise tax
calculations and review and signing of applicable tax returns.
** Fees are comprised of: (1) $323,000 in connection with expatriate tax
consulting services, (2) $130,000 in connection with other tax related
services and (3) $250,000 in connection with financial statement audits.
COMPENSATION
The following table shows certain compensation information for the directors
for the fiscal year ended November 30, 2002. All officers of the Fund are
employees of and are compensated by CSAM. None of the Fund's executive officers
or directors who are also officers or directors of CSAM received any
compensation from the Fund for such period. The Fund has no bonus, profit
sharing, pension or retirement plans.
TOTAL
COMPENSATION FROM
FUND AND
AGGREGATE FUND COMPLEX
COMPENSATION PAID TO
NAME OF DIRECTOR FROM FUND DIRECTORS*
---------------- ------------ -----------------
INDEPENDENT DIRECTORS:
Enrique R. Arzac. ............ $8,500 $68,250
James J. Cattano ............. 8,500 25,500
George W. Laudau ............. 8,500 29,500
Martin M. Torino ............. 8,000 16,500
INTERESTED DIRECTORS:
James P. McCaughan** ......... 0 0
William W. Priest, Jr. ....... 0 0
Richard W. Watt*** ........... 0 0
----------------
* 60 funds comprise the Fund Complex. See the "Directors" table for the number
of funds each director serves.
** Effective February 22, 2002, Mr. McCaughan resigned as a Director.
*** Effective January 17, 2003, Mr. Watt resigned as a Director.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE FUND'S NOMINEE FOR DIRECTOR.
8
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares:
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
---------------- ------------------ ------------
Lazard Freres & Co., LLC* .................................. 1,180,518 11.0%
30 Rockefeller Plaza
New York, NY 10020
President and Fellows of Harvard College** ................. 739,328 8.1%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
--------------
* As stated in Schedule 13G/A filed with the SEC on February 18, 2003.
** As stated in Schedule 13G filed with the SEC on February 12, 2003.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and directors, certain officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than 10% of the Fund's Shares to file reports of ownership
with the SEC and the Fund. Based solely upon their review of the copies of such
forms received by it and written representations from such persons, the Fund
believes that, for the fiscal year ended November 30, 2002, the following
required report was filed late or not filed with respect to the officers of the
Fund:
Laurence R. Smith: A Form 3 was not timely filed to report his
appointment as Chairman of the Fund on May 13, 2002. A Form 5 was filed on
January 14, 2003 to report this event.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2004 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 7, 2003. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto)
9
given by or at the direction of the Board, (ii) otherwise properly brought
before the meeting by or at the direction of the Board, or (iii) otherwise
properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The Emerging Markets Telecommunications Fund, Inc. c/o
Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York,
NY 10017 not later than 45 days before the date in the then current year
corresponding to the date on which the Fund first mailed its notice and proxy
materials for the annual meeting held in the prior year; provided, however, that
in the event that the date of the annual meeting is advanced or delayed by more
than 30 days from the first anniversary of the preceding year's annual meeting,
notice by such shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which notice or public
announcement of the date of such meeting was given or made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business
and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2004 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting, other than
the matters set forth in this Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY
WRITING TO THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. C/O CREDIT SUISSE
ASSET MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK
10017, OR AT THE FUND'S WEBSITE AT WWW.CEFSOURCE.COM. THESE REQUESTS WILL BE
HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
10
THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.
---------------------------------------------------------------
MARCH 27, 2003
3018-PS-03
[PROXY CARD]
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Michael A. Pignataro and Hal Liebes, each with the power of
substitution, as proxies for the undersigned to vote the shares of The Emerging
Markets Telecommunications Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at the Annual Meeting of Shareholders of the
Fund (the "Meeting") to be held on Thursday, March 27, 2003, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, 16th Floor, New
York, New York 10017, and any adjournments thereof.
[REVERSE SIDE]
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE FOR PROPOSAL 1.
THIS PROXY WHEN 1) Election of the following nominee as Director:
PROPERLY EXECUTED Nominee: (01) George W. Laudau (three-year term)
WILL BE VOTED IN THE
MANNER DIRECTED |_| FOR the nominee listed above (except as marked
HEREIN BY THE to the contrary above)
UNDERSIGNED
SHAREHOLDER. IF NO |_| WITHHOLD AUTHORITY to vote for the nominee
DIRECTION IS MADE, THIS listed above
PROXY WILL BE VOTED
"FOR" PROPOSAL 1. (INSTRUCTION: To withhold authority for any
individual nominee, strike a line through such
individual's name above.)
2) To transact such other business as may properly
come before the Meeting or any adjournment
thereof.
|_| MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: ___________________ Date: ________
Signature: ___________________ Date: ________
DETACH CARD