UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / 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)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
New York, New York 10017
YOUR VOTE IS IMPORTANT
Dear Shareholder:
The Board of Directors (the "Board") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") has recently reviewed and unanimously
endorsed a proposal to retain Credit Suisse Asset Management Limited ("CSAM
U.K."), the United Kingdom affiliate of Credit Suisse Asset Management, LLC
("CSAM"), the Fund's investment adviser, as sub-investment adviser to the Fund.
We are pleased to invite you to attend the Annual Meeting of Shareholders of
Fund (the "Meeting") on Thursday, March 25, 2004 commencing at 3:00 p.m., New
York time, to consider the approval of a sub-investment advisory agreement with
CSAM U.K. and the election of two directors.
The Board and CSAM believe that the retention of CSAM U.K. is in
the best interest of shareholders. The Board has determined that retention of
CSAM U.K. will enable the Fund to capitalize on that firm's investment
expertise. SINCE THE SUB-ADVISORY FEES FOR CSAM U.K. WILL BE PAID BY CSAM, THE
PROPOSAL WILL NOT RESULT IN ANY INCREASE OF THE FEES OR EXPENSES OTHERWISE
INCURRED BY SHAREHOLDERS.
You will also be asked at the Meeting to consider a shareholder
proposal to terminate the Investment Advisory Agreement between the Fund and
CSAM, which the Board unanimously opposes.
Detailed information about each proposal may be found in the
attached Proxy Statement. You are entitled to vote at the Meeting and any
adjournments thereof if you owned shares of the Fund at the close of business on
January 7, 2004.
Respectfully,
MICHAEL A. PIGNATARO
Secretary
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 25, 2004
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
("CSAM"), 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New
York, New York 10017, on Thursday, March 25, 2004 commencing at 3:00 p.m., New
York time.
The purpose of the Meeting is to consider and act upon the
following proposals and to consider and act upon such other matters as may
properly come before the Meeting or any adjournments thereof:
(1) To approve a Sub-Investment Advisory Agreement among the
Fund, CSAM and Credit Suisse Asset Management Limited ("CSAM
U.K.").
(2) To elect two (2) directors of the Fund.
(3) To consider a shareholder proposal to terminate the
Investment Advisory Agreement between the Fund and CSAM as
soon as possible.
The close of business on January 7, 2004 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 February __, 2004.
By Order of the Board of Directors,
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: February __, 2004
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 25, 2004
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 25, 2004 (commencing at 3:00 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 ("Bear Stearns"), or Georgeson Shareholder Communications Inc.
("Georgeson"), a proxy solicitation firm that has been retained by the Fund and
which will receive a fee currently estimated not to exceed $_____ 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 February __, 2004.
The principal executive office of CSAM is 466 Lexington Avenue,
16th Floor, New York, New York 10017. The principal executive office of Bear
Stearns is 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, 2003 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" both the approval of
the Sub-Investment Advisory Agreement among the Fund, CSAM and Credit Suisse
Asset Management Limited ("CSAM U.K." or the "Subadviser") and the election
of the Fund's nominees for director and "AGAINST" the shareholder proposal to
terminate the Investment Advisory Agreement between the Fund and CSAM as soon
as possible. Any shareholder giving a Proxy has the power to revoke it by
mail (addressed to the Secretary of The Emerging Markets Telecommunications
Fund, Inc., c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue,
New York, New York 10017) or in person at the Meeting by executing a
superseding Proxy or by submitting a notice of revocation.
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
3
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. Accordingly, shareholders are urged to forward their
voting instructions promptly.
Approval of Proposal 1 and Proposal 3 will require the
affirmative vote of a majority of the outstanding voting securities of the Fund
("Majority Vote"). "Majority Vote" for purposes of this Proxy Statement, and
under the Investment Company Act of 1940, as amended (the "1940 Act"), means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares of the Fund are represented or (ii) more than 50% of
the outstanding shares of the Fund. Approval of Proposal 2 will require the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy. The Board of Directors voted to oppose Proposal 3 (a shareholder proposal
to terminate the Investment Advisory Agreement with CSAM as soon as possible) at
its Board meeting on November 21, 2003. If Proposal 1 and 3 are each approved,
Proposal 1 would not become effective, as the appointment of CSAM U.K. as
Subadviser to the Fund is predicated on CSAM being the Fund's investment
adviser.
Abstentions and broker non-votes will have the effect of votes
"AGAINST" Proposal 1 and Proposal 3 for purposes of tabulating votes
necessary for their approval. Because abstentions and broker non-votes are
not treated as shares voted, any abstentions and broker non-votes would have
no impact on Proposal 2.
The Fund has one class of shares of capital stock, par value
$0.001 per share (the "Shares"). On the record date, January 7, 2004, there were
9,164,221 Shares issued and 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 3:00 p.m. on March 25, 2004.
4
PROPOSAL 1
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
The Fund's shareholders will be asked at the Meeting to approve a
Sub-Investment Advisory Agreement (the "Sub-Advisory Agreement") among the Fund,
CSAM and CSAM's United Kingdom affiliate, CSAM U.K. The Sub-Advisory Agreement
was unanimously approved by the Board, including all of the Directors (the
"Directors") who are not parties to the Sub-Advisory Agreement or "interested
persons" (as defined under the 1940 Act) of any such parties (the
"Non-Interested Directors") at a meeting held on November 21, 2003.
At the meeting, CSAM, as investment adviser to the Fund,
recommended to the Board that the Fund retain CSAM U.K. as sub-investment
adviser and that pursuant to the proposed Sub-Advisory Agreement, CSAM (and not
the Fund) pay CSAM U.K. a sub-advisory fee of $250,000 per annum for services
rendered with respect to the Fund and all other Credit Suisse Funds for which
CSAM U.K. has been appointed to act as sub-adviser. Thus, the retention of CSAM
U.K. will not increase the fees or expenses otherwise incurred by the Fund or
its shareholders. Under the proposed Sub-Advisory Agreement, CSAM will monitor
the activities and performance of CSAM U.K..
The Sub-Advisory Agreement for the Fund as approved by the Board
is now being submitted for approval by the Fund's shareholders. If it is
approved by a Majority Vote of the Fund's outstanding shares, it will continue
in effect for an initial two-year term, and will continue from year to year
thereafter, subject to approval annually by the Board or by a Majority Vote of
the outstanding shares of the Fund, and also, in either event, approval by a
majority of the Non-Interested Directors at a meeting called for the purpose of
voting on such approval. If the shareholders of the Fund should fail to approve
the Sub-Advisory Agreement, the Board will consider appropriate action with
respect to such non-approval of the Sub-Advisory Agreement.
A form of the Sub-Advisory Agreement is attached hereto as
Appendix A.
CSAM U.K.'s principal office is located at Beaufort House, 15 St.
Botolph Street, London, EC3A 7JJ.
AS DESCRIBED ABOVE, THE SUB-ADVISORY FEE PAYABLE TO CSAM U.K.
PURSUANT TO THE SUB-ADVISORY AGREEMENT WILL BE PAID BY CSAM AND, ACCORDINGLY,
THE RETENTION OF CSAM U.K. WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE
INCURRED BY THE FUND OR ITS SHAREHOLDERS.
BOARD EVALUATION AND RECOMMENDATION
In determining whether it was appropriate to approve the
Sub-Advisory Agreement for CSAM U.K. and to recommend approval to shareholders,
the Board, including the Non-Interested Directors, considered various matters
and materials provided by CSAM and CSAM U.K.
The Board considered, primarily, the benefits to the Fund of
retaining CSAM U.K. given the increased complexity of the domestic and
international securities markets, specifically that retention of CSAM U.K. would
expand the universe of companies and countries from which investment
opportunities can be sought and enhance the Fund's ability to obtain best price
and execution on trades in international markets. The Board also carefully
considered the particular expertise of CSAM U.K. in managing the types of global
investments which the Fund makes, including their personnel and research
capabilities. The Board also evaluated the extent of the proposed services to be
offered by the Subadviser. In addition, the Board took into account the lack of
any anticipated adverse impact to the Fund as a result of the Sub-Advisory
Agreement, particularly that THE COMPENSATION PAID TO CSAM U.K. WILL BE PAYABLE
BY CSAM AND, ACCORDINGLY, THAT THE RETENTION OF CSAM U.K. WILL NOT INCREASE THE
FEES OR EXPENSES OTHERWISE INCURRED BY THE FUND OR ITS SHAREHOLDERS.
5
BACKGROUND INFORMATION REGARDING THE FUND
The Fund invests primarily in equity securities of
telecommunications companies in emerging countries.
Currently, Bear Stearns serves as the Fund's administrator. Brown
Brothers Harriman & Co. ("Brown Brothers") serves as custodian for assets for
the Fund. Brown Brothers principal business address is 40 Water Street, Boston,
Massachusetts 02109. THESE SERVICE AGREEMENTS WILL NOT BE AFFECTED BY THE
PROPOSED SUB-ADVISORY AGREEMENT.
DESCRIPTION OF CURRENT INVESTMENT ADVISORY AGREEMENT
CSAM serves as investment adviser to the Fund pursuant to a
written investment advisory agreement between CSAM and the Fund (the "Investment
Advisory Agreement"). CSAM is the institutional and mutual fund asset management
arm of Credit Suisse First Boston ("CSFB"), part of the Credit Suisse Group
("Credit Suisse"), one of the world's largest financial organizations with
approximately $____ billion in assets under management. CSFB is a leading global
investment bank serving institutional, corporate, government and individual
clients. CSFB's businesses include securities underwriting, sales and trading,
investment banking, private equity, financial advisory services, investment
research, venture capital, correspondent brokerage services and asset
management. CSFB operates in 77 locations in 36 countries across six continents.
CSFB is a business unit of the Zurich-based Credit Suisse Group, a leading
global financial services company. As of September 30, 2003, Credit Suisse Asset
Management employed approximately 2,000 people worldwide and had global assets
under management of approximately $312 billion, with $49 billion in assets under
management in the U.S. The principal business address of Credit Suisse is
Paradeplatz 8, CH8070, Zurich, Switzerland.
Pursuant to the Investment Advisory Agreement with CSAM,
subject to the supervision and direction of the Board, CSAM is responsible
for managing the Fund in accordance with the Fund's stated investment
objective and policies. CSAM is responsible for providing investment advisory
services as well as conducting a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the Fund's assets. In addition
to expenses that CSAM may incur in performing its services under the
Investment Advisory Agreement, CSAM pays the compensation, fees and related
expenses of all Directors who are employed by CSAM or any of its subsidiaries
and, if the Sub-Advisory Agreement is approved by the shareholders of the
Fund, will pay the sub-advisory fee to CSAM U.K. as described more fully
below. The Fund pays all other expenses incurred in its operations, including
general administrative expenses.
The Investment Advisory Agreement dated November 3, 2000 was last
approved by shareholders on October 10, 2000 in connection with a change in the
fee structure from a percentage of the Fund's net asset value to a percentage of
the lower of the Fund's net asset value and the market value of the Fund's
shares.
As compensation for its services to the Fund, CSAM receives
compensation at an annual rate of 1.25% of the first $100 million of the Fund's
"Average Weekly Base Amount," 1.125% of the next $100 million and 1.00% of
amounts above $200 million. "Average Weekly Base Amount" is the average of the
lesser of (i) the market value of the Fund's outstanding shares and (ii) the
Fund's net assets, in each case determined as of the last trading day for each
week during that quarter. For the fiscal year ended November 30, 2003, CSAM
received $688,657 in total compensation from the Fund.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENT IS APPROVED,
CSAM (ASSUMING PROPOSAL 3 IS NOT APPROVED) WILL CONTINUE TO SERVE AS INVESTMENT
ADVISER TO THE FUND PURSUANT TO THE ADVISORY AGREEMENT AND BEAR STEARNS WILL
CONTINUE TO PROVIDE ADMINISTRATIVE SERVICES TO THE FUND.
6
DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENT
Subject to the supervision of CSAM, the Sub-Advisory Agreement
requires CSAM U.K., in the exercise of its best judgment, to provide investment
advisory assistance and portfolio management advice to the Fund in accordance
with the Fund's Articles of Incorporation, as may be amended from time to time,
and the Fund's Registration Statement, as from time to time in effect, and in
such manner and to such extent as may from time to time be approved by the
Board.
In connection with the Sub-Advisory Agreement, CSAM U.K. will,
subject to the supervision and direction of CSAM:
(1) manage that portion of the Fund's assets designated by CSAM
from time to time (the "Assets") or furnish recommendations
to manage the Assets in accordance with the Fund's
investment objective and policies;
(2) make investment decisions or recommendations with respect to
the Assets;
(3) if requested by CSAM, place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(4) exercise voting rights with respect to the Assets if
requested by CSAM; and
(5) furnish CSAM and the Fund's Board with such periodic and
special reports as the Fund or CSAM may reasonably request.
In connection with the performance of services under the
Sub-Advisory Agreement, CSAM U.K. may contract at its own expense with third
parties for the acquisition of research, clerical services and other
administrative services that would not require such third parties to be required
to register as an investment adviser under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"); provided that CSAM U.K. remains liable for the
performance of each such third party's duties.
The services of CSAM U.K. under the proposed Sub-Advisory
Agreement are not exclusive. CSAM U.K. has the right to provide similar services
to other investment companies or to engage in other activities, provided that
those activities do not adversely affect its ability to perform its services
under the Sub-Advisory Agreement.
The Sub-Advisory Agreement will terminate automatically in the
event of its assignment. In addition, it may be terminated by CSAM or CSAM U.K.
upon 60 days' written notice to the other parties; or with respect to the Fund,
upon the vote of a majority of the Board or a majority of the outstanding voting
securities of the Fund, upon 60 days' written notice to CSAM or CSAM U.K.
In consideration of the services rendered pursuant to a
Sub-Advisory Agreement, CSAM will pay CSAM U.K. an aggregate fee of $250,000 per
annum (the "Total Fee"). The Total Fee shall be an aggregate fee paid for
services rendered with respect to all Credit Suisse Funds for which CSAM U.K.
has been appointed as sub-adviser and which CSAM and CSAM U.K. agree will be
governed by this fee schedule. The Total Fee may be amended from time to time
upon the mutual agreement of the parties upon notice to shareholders.
Twenty-five percent of the Total Fee shall be payable in U.S. dollars in arrears
on the last day of each calendar quarter. The fee for the first period during
which a Sub-Advisory Agreement is in effect shall be pro-rated for the portion
of the calendar quarter that the Sub-Advisory Agreement is in effect.
The portion of the Total Fee allocable with respect to the Fund
(for any calendar quarter or portion thereof) is equal to the product of (a) the
Total Fee and (b) a fraction: (i) the numerator of which is the average monthly
net assets of the Fund during such calendar quarter or portion thereof, and (ii)
the denominator of which is the sum of the
7
total average monthly net assets of the Fund and other registered investment
companies for which CSAM U.K. has been appointed as sub-adviser during such
calendar quarter or portion thereof.
Based upon this formula, the portion of the Total Fee allocable
to the Fund for the calendar quarter ended December 31, 2003 would have been
$______.
CSAM WILL PAY CSAM U.K. THE SUB-ADVISORY FEE. CSAM U.K. DOES NOT
HAVE A RIGHT TO OBTAIN COMPENSATION DIRECTLY FROM THE FUND FOR SERVICES PROVIDED
UNDER THE SUB-ADVISORY AGREEMENT AND MUST LOOK SOLELY TO CSAM FOR PAYMENT OF
FEES DUE.
INFORMATION ABOUT CSAM U.K.
CSAM U.K. is a limited liability company organized under the laws
of England and Wales and incorporated on December 21, 1982 and is registered as
an investment adviser under the Advisers Act. The registered office of CSAM U.K.
is Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England. CSAM U.K. is
a diversified asset manager, handling global equity, balanced, fixed income and
derivative securities accounts for other investment companies, corporate pension
and profit-sharing plans, state pension funds, union funds, endowments and other
charitable institutions. CSAM U.K. has been in the money management business for
over 16 years and, as of September 30, 2003, manages approximately $54 billion
in assets.
CSAM U.K. is a wholly owned subsidiary of Credit Suisse Asset
Management (U.K.) Holding Limited ("CSAM Holding"). CSAM Holding is an indirect
wholly owned subsidiary of CSFB, the parent company of the Funds' investment
adviser, CSAM. CSFB's head office is located at Paradeplatz 8, 8001 Zurich,
Switzerland. CSAM Holding is located at the address of CSAM U.K.
CSAM U.K. is governed by a Board of Directors. Subject to the
overall authority of the Board of Directors, the day-to-day affairs of CSAM U.K.
are managed by an Executive Committee. The names and principal occupations of
the directors and principal executive officers of CSAM U.K. are set forth below.
Each of these persons may be contacted c/o Credit Suisse Asset Management
Limited, Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England.
CURRENT POSITION WITH CSAM OTHER CURRENT PRINCIPAL
NAME U.K. OCCUPATIONS
------------------------------ --------------------------------- -------------------------------------
Glenn Wellman Director; Managing Director Chief Operating Officer, CSAM Europe
Stephen Goldman Director; Managing Director Head of Equities, CSAM Europe
Winifred Robbins Director; Managing Director Business Head of Fixed Income, CSAM
London and CSAM Europe, ex
Switzerland
Ian Chimes Director; Managing Director Managing Director of CSAM Funds (UK)
Ltd.
Michael Walsh Director; Managing Director Chief Financial Officer, CSAM
Europe, ex Switzerland
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
8
PROPOSAL 2:
ELECTION OF DIRECTORS
The next proposal to be submitted at the Meeting will be the
election of two (2) directors of the Fund to hold office for the term set forth
below and until their respective successors are elected and qualified.
The Board of Directors (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.
Enrique R. Arzac and James J. Cattano, directors whose current
terms expire on the date of this Meeting, have each been nominated for a
three-year term to expire at the 2007 Annual Meeting of Shareholders and until
their successors are elected and duly qualified.
Messrs. Arzac and Cattano have indicated an intention to continue
to serve if elected and have consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the
nominees 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
POSITION(S) TERM OF OFFICE FUND COMPLEX
NAME, ADDRESS AND DATE HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
OF BIRTH FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
------------------------- ----------- -------------- ----------------------- -------------- -----------------------
NON-INTERESTED NOMINEES
Enrique R. Arzac Director; Since 1996; Professor of Finance 8 Director of The Adams
c/o Credit Suisse Asset Nominating current term and Economics, Graduate Express Company (a
Management, LLC and Audit ends at the School of Business, closed-end investment
Attn: General Counsel Committee 2004 annual Columbia University company); Director of
466 Lexington Avenue Member meeting since 1971 Petroleum and Resources
New York, New York Corporation (a
10017-3140 closed-end investment
Date of Birth: 02/10/41 company)
James J. Cattano Director; Since 1993; President, Primary 4 None
c/o Primary Resources, Nominating current term Resources Inc. (an
Inc. Committee ends at the international trading
55 Old Field Point Road Member and 2004 annual and manufacturing
Greenwich, CT 06830 Audit meeting company specializing in
Date of Birth: 06/24/43 Committee the sale of
Chairman agricultural
commodities throughout
Latin American markets)
since 1996
9
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE FUND COMPLEX
NAME, ADDRESS AND DATE HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
OF BIRTH FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
------------------------- ----------- -------------- ----------------------- -------------- -----------------------
NON-INTERESTED DIRECTORS:
George W. Landau Director; Since 1993; Senior Advisor, Latin 5 Director of GAM
Two Grove Isle Drive Nominating current term America, The Coca-Cola Funds, Inc.
Coconut Grove, FL 33133 and Audit ends at the Company since 1987;
Date of Birth: 03/4/20 Committee 2006 annual Advisor of Guardian
Member meeting Industries (a glass
manufacturer) since 1992
Martin M. Torino Director; Since 1993; Chief Executive Officer 3 None
c/o Credit Suisse Asset Nominating current term and Director of Celsur
Management, LLC and Audit ends at the Logistica S.A.
Attn: General Counsel Committee 2005 annual (Logistics) since 2002;
466 Lexington Avenue Member meeting Chairman of the Board
New York, New York of Ingenio y Refineria
10017-3140 San Martin Del Tabacal
Date of Birth: 08/14/49 S.A. (sugar refinery)
from August 1996 to 2000
INTERESTED DIRECTOR:
William W. Priest, Jr.* Director Since 1997; Co-Managing Partner, 49 Director of Globe
Steinberg Priest & current term Steinberg Priest & Wireless, L.L.C.
Sloane Capital ends at the Sloane Capital (maritime
Management, LLC 2005 annual Management, LLC since communications
12 East 49th Street, meeting March 2001; Chairman company); Director of
New York, NY 10017 and Managing Director InfraRedX (a medical
Date of Birth: 09/24/41 of CSAM from 2000 to device company)
February 2001, Chief
Executive Officer and
Managing Director of
CSAM from 1990 to 2000
10
POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND DATE OF BIRTH WITH FUND SERVED DURING PAST 5 YEARS
--------------------------------------- ---------------- ----------------- ------------------------------------------
OFFICERS:
Joseph D. Gallagher Chairman of the Since 2003 Managing Director, Chief Executive Officer
c/o Credit Suisse Asset Management, Fund, Chief of CSAM and Global Chief Operating Officer
LLC Executive of Credit Suisse Asset Management since
466 Lexington Avenue Officer and 2003; Global Chief Financial Officer,
New York, New York 10017-3140 President Credit Suisse Asset Management from 1999
Date of Birth: 12/14/62 to 2003; Chief Executive Officer and
Director of Credit Suisse Asset Management
Limited, London, England, from June 2000
to 2003; Director of Credit Suisse Asset
Management Funds (UK) Limited, London,
England, from June 2000 to 2003; Managing
Director, Head - Asian Corporate Finance
and M&A, Credit Suisse First Boston, Hong
Kong, China, from January 1998 to May
1999; Officer of other Credit Suisse Funds
Hal Liebes Senior Vice Since 1997 Managing Director and Global General
c/o Credit Suisse Asset Management, President Counsel of CSAM; Associated with CSAM
LLC since 1997; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York 10017-3140
Emily Alejos Interim Chief Since 2003 Director of CSAM since January 1999; Vice
c/o Credit Suisse Asset Management, Investment President of CSAM from 1997 to January
LLC Officer 1999; Associated with CSAM since 1997;
466 Lexington Avenue Officer of other Credit Suisse Funds
New York, New York 10017-3140
Date of Birth: 10/27/63
Michael A. Pignataro Chief Financial Since 1993 Director and Director of Fund
c/o Credit Suisse Asset Management, Officer and Administration of CSAM; Associated with
LLC Secretary CSAM since 1984; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York 10017-3140
Date of Birth: 11/15/59
Rocco A. Del Guercio Vice President Since 1997 Vice President of CSAM; Associated with
c/o Credit Suisse Asset Management, CSAM since June 1996; Officer of other
LLC Credit Suisse Funds
466 Lexington Avenue
New York, New York 10017-3140
Date of Birth: 04/28/63
11
POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND DATE OF BIRTH WITH FUND SERVED DURING PAST 5 YEARS
--------------------------------------- ---------------- ----------------- ------------------------------------------
Date of Birth: 07/06/64 Funds
Robert M. Rizza Treasurer Since 1999 Assistant Vice President of CSAM;
c/o Credit Suisse Asset Management, Associated with CSAM since 1998; Officer
LLC of other Credit Suisse Funds
466 Lexington Avenue
New York, New York 10017-3140
Date of Birth: 12/09/65
----------
* Mr. Priest is an interested person of the Fund, as defined in the 1940 Act,
because up to December 31, 2002 he was retained by CSAM to provide consulting
services.
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 OR NOMINEE IN THE FUND*(1) (2) COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NOMINEES FOR DIRECTOR:
Enrique R. Arzac C E
James J. Cattano C D
NON-INTERESTED DIRECTORS:
George W. Landau C D
Martin M. Torino C
INTERESTED DIRECTOR:
William W. Priest, Jr. B C
----------
* 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,
2003. "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.
(3) "CSAM Family of Closed-End Investment Companies" means those registered
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, 2003, neither the non-interested nominees for
election to the Board of the Fund, nor the other non-interested directors nor
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, 2003, 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
12
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, 2003 to all such unaffiliated directors was $48,250.
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, 2003, the Board
convened six 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, 2003. 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 met once during
the fiscal year ended November 30, 2003. At a meeting of the Nominating
Committee held on November 21, 2003, the Nominating Committee nominated Messrs.
Arzac and Cattano each for a three year term. The Nominating Committee selects
and nominates non-interested 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 currently have a Nominating Committee
Charter or a formal policy regarding the consideration of director candidates
recommended by shareholders, but in light of the SEC's recent adoption of
enhanced nominating committee disclosure requirements, has concluded that both
would be appropriate. The Board expects to adopt a Nominating Committee Charter
and other formal policies that are responsive to such requirements in the near
future. The Fund will inform shareholders when such actions have been taken. The
Fund does not have a Compensation Committee.
13
AUDIT COMMITTEE REPORT
Pursuant to the Audit Committee Charter adopted by the Board (a
copy of which is included in Appendix B), the Audit Committee is responsible for
conferring with the Fund's independent auditors, reviewing annual financial
statements, approving the selection of the Fund's independent auditors and
overseeing the Fund's internal controls. The Fund's Audit Committee charter also
contains provisions relating to the pre-approval by the Audit Committee of
certain non-audit services to be provided by PricewaterhouseCoopers LLP ("PwC")
to the Fund and to CSAM and certain of its affiliates. The Audit Committee
advises the full Board with respect to accounting, auditing and financial
matters affecting the Fund. The independent auditors 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, 2003. The Audit Committee has also met with the
Fund's independent auditors, 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 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 independent auditors and the Fund and the
impact that any such relationships may have on the objectivity and independence
of the independent auditors. 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 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 auditors.
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 2003 Annual Report to Shareholders for the year ended
November 30, 2003 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
14
INDEPENDENT AUDITORS
At a meeting held on November 21, 2003, the Fund's Audit
Committee approved the selection of PwC for the fiscal year ending November 30,
2004. PwC has been the Fund's independent auditors 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.
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, 2003.
FUND CSAM AND CERTAIN AFFILIATES
-------------- -----------------------------------
Audit Fees $ $
Financial Information Systems Design and
Implementation Fees
All Other Fees
The Audit Committee considered whether the services described
above were compatible with PwC's independence. The Audit Committee also
considered whether the provision of all other non-audit services rendered to
CSAM, or an affiliate thereof that provides ongoing services to the Fund, was
compatible with maintaining the independence of PwC.
COMPENSATION
The following table shows certain compensation information for
the directors for the fiscal year ended November 30, 2003. 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.
AGGREGATE
COMPENSATION TOTAL COMPENSATION FROM FUND AND FUND
NAME OF DIRECTOR FROM FUND COMPLEX PAID TO DIRECTORS*
------------------------------ ---------------------- ----------------------------------------
NON-INTERESTED DIRECTORS:
Enrique R. Arzac $ 10,750 $ 104,875
James J. Cattano 10,750 45,250
George W. Laudau 10,750 57,250
Martin M. Torino 10,250 32,750
INTERESTED DIRECTOR:
William W. Priest, Jr. 5,750 91,063
* 51 funds comprise the Fund Complex. See the "Directors" table for the
number of boards of funds on which each director serves.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE FUND'S NOMINEES FOR DIRECTOR.
15
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
BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED OF SHARES
----------------------------------------------- ---------------------- --------------
Phillip Goldstein* 719,127 7.85%
60 Heritage Drive
Pleasantville, NY 10570
* As stated in Schedule 13D filed with the SEC on December 18, 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 and
written representations received by it, the Fund believes that, for the
fiscal year ended November 30, 2003, all filing requirements applicable to
such persons were complied with except for the following:
Yaroslaw Aranowicz: A Form 3 was not timely filed to report his
appointment as Chief Investment Officer of the Fund on January 17, 2003. A Form
3 was filed on June 5, 2003 to report this event. Mr. Aranowicz resigned as
Chief Investment Officer of the Fund on December 13, 2003.
Enrique R. Arzac, George W. Landau and Martin Torino: Due to an
administrative oversight, Form 4s were not timely filed to report the purchases
of Fund shares by the Fund's transfer agent on each director's behalf on
December 18, 2002. Form 4s were filed on December 23, 2002 to report these
events.
PROPOSAL 3:
SHAREHOLDER PROPOSAL
STATEMENT OF RECEIPT OF SHAREHOLDER PROPOSAL
The Fund has received the following proposal and supporting
statement from Ronald Mass, who advised the Fund that, at the time he submitted
his proposal to the Fund, he owned shares of the Fund with a market value of at
least $2,000 continuously for the preceding year. Mr. Mass has stated that he
intends to present this proposal personally or through an authorized
representative at the Meeting. The Fund will provide the address of Mr. Mass to
any person who so requests such information orally or in writing, promptly upon
receipt of any oral or written request therefor, to Michael A. Pignataro,
Secretary, The Emerging Markets Telecommunications Fund, Inc., c/o Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York
10017. The Board of Directors and the Fund accept no responsibility for the
accuracy of either the proposal or Mr. Mass's supporting statement.
16
"RESOLVED: The Fund's investment advisory agreement with Credit
Suisse Asset Management Co., LLC [sic] shall be terminated as soon as possible.
SUPPORTING STATEMENT: Shares of the Fund persistently trade at a
double-digit discount to net asset value. As of October 31, 2003, the discount
was greater than 15%, one of the widest discounts among closed end funds that
invest in emerging market equity securities. Although the discount remains wide,
the Fund has decided to suspend both the annual tender offer and open market
share repurchases. Tender offers and share repurchases benefit shareholders by
simultaneously improving the net asset value of the fund and narrowing the
discount to net asset value. Unless management renews their previous commitment
to narrow the discount to net asset value of the fund, management should be
terminated and replaced with a new manager committed to maximizing shareholder
value."
STATEMENT OF OPPOSITION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED ABOVE AND
STRONGLY URGES ALL SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS
NOTED BELOW
On November 21, 2003, the Board resolved to recommend that you vote
"AGAINST" this Proposal.
Also on that date, the Board, including the non-interested directors,
approved the continuation of the Investment Advisory Agreement with CSAM after
concluding, upon review of relevant information made available to the directors,
that such continuation was in the best interest of the Fund. The Board does not
believe that the facts warrant terminating CSAM, nor do they believe that the
continuation of the Investment Advisory Agreement in any way precludes
consideration and adoption by the Board of appropriate actions designed to
address the market discount issue. To the contrary, as outlined below, the Board
has a proven record of acting independently and aggressively in taking actions
to address the issue and continues to do so.
As required by Section 15 of the 1940 Act, advisory contracts must be
approved annually by the Board (including a majority of the non-interested
directors) or a majority of the outstanding voting securities of an investment
company. Section 15(c) of the 1940 Act charges directors with the duty to review
such information as may reasonably be necessary to evaluate the terms of the
advisory contract. In anticipation of the November 21st meeting and in
accordance with its well-established practice, CSAM provided the Board with
extensive information so as to enable the directors to satisfy their duty to
conduct a meaningful evaluation of the Investment Advisory Agreement before
deciding whether to approve its continuation. This information included, among
other things, (i) a description of the business, operations and investment
philosophy relating to CSAM, as well as certain financial information of CSAM,
(ii) an analysis of the profitability to CSAM of the Investment Advisory
Agreement, (iii) a comparison of the performance of the Fund with relevant stock
indices, (iv) financial information relating to the Fund, including total return
and market price data for the Fund's Shares, (v) data regarding fees paid by
other CSAM clients, and (vi) a comparison of the expense ratio and advisory fee
level of the Fund with those of its peer group.
After finding, among other things, that (i) CSAM's compensation is at
a level comparable to similarly-situated funds, (ii) the Fund's performance is
within the range of performance that may reasonably be expected of a fund with
an investment strategy such as that of the Fund (the Fund having outperformed
the Morgan Stanley Capital International Emerging Markets Free Telecom Index
("Index") in three out of the four calendar years ended December 31, 2002, with
cumulative returns of -22.76% for the Fund and -27.31% for the Index) and (iii)
CSAM has demonstrated the commitment, and the personnel assigned to the Fund
have the requisite experience and skill, to manage the Fund in accordance with
its investment objectives and policies, the full Board, including the
non-interested directors, concluded that the continuation of the Investment
Advisory Agreement was in the best interests of the shareholders of
17
the Fund. The directors reached this determination in the exercise of their
business judgment as part of their lawful authority over the Fund's business
affairs under Maryland law.
Mr. Mass's proposal to submit to the vote of the Fund's
shareholders a resolution to terminate the Investment Advisory Agreement with
CSAM is premised in part upon the belief that a new manager will be
"committed to maximizing shareholder value." Among the actions frequently
cited as ways to enhance shareholder value are share repurchase programs,
self-tender offers and converting a fund to an open-ended fund.
TENDER OFFERS AND SHARE REPURCHASE PROGRAM. In June 2000, the Board
announced a self-tender program whereby the Fund would make a tender offer to
acquire up to 15% of its outstanding shares during each calendar year of the
program, beginning in the calendar year 2001, at a per share purchase price of
at least 95% of the Fund's net asset value per share. In November 2001 and 2002,
the Fund conducted tender offers to acquire up to 15% of the outstanding shares
of common stock of the Fund at a per share cash purchase price equal to 95% of
net asset value as of the expiration of the tender offer period. Each such offer
was fully subscribed.
In the Board's initial announcement, it reserved the right to
reevaluate the self-tender program from time to time in light of its effect on
the Fund and market conditions, and to suspend the program if deemed
appropriate. The Board's experience with the Fund's annual self-tender program
has shown that while the discount narrows in the midst of the tender offer, the
program did not appear to have any long-term material impact on the Fund's
discount level. Furthermore, since a continuation of the self-tender program
would likely require CSAM to sell marketable securities to finance the
self-tenders, the percentage of the Fund's net assets represented by illiquid
private holdings would be expected to increase, leaving the Fund with a greater
percentage of private equity holdings. After due consideration of these factors,
the Board suspended the Fund's annual self-tender program at the November 21,
2003 Board meeting.
In place of the Fund's annual self-tender program, the Board
authorized management to institute a share repurchase program whereby the Fund
will make open market repurchases from time to time in an amount up to 10% of
the Fund's outstanding shares whenever the Fund's shares are trading at a
discount to net asset value of 15% or more. The Board also gave management the
discretion to make open market purchases when the discount is less than 15%. The
Board believes that the share repurchase program will provide shareholders
additional liquidity for their shares while affording CSAM greater flexibility
to achieve the Fund's investment objective than that provided by the self-tender
program that had been in place. Under the share repurchase program, CSAM will
have the flexibility to determine at any particular time whether the Fund's
capital is best deployed by repurchasing the Fund's shares in the open market or
making additional investments in accordance with the Fund's investment policies.
To the extent the Fund repurchases shares at a discount to net asset value,
there will also be an accretive impact on the net asset value of the shares held
by the Fund's remaining shareholders.
Both the self-tender program and the share repurchase programs
evidence a proactive approach by the Board to address the discount issue. The
Board intends to closely monitor the share repurchase program to gauge its
efficiency and intends to consider other or additional actions in the future if
deemed appropriate.
OPEN-ENDING THE FUND. Converting the Fund into an "open-end fund,"
commonly known as a mutual fund, would permit shareholders to redeem shares
at net asset value upon request. As of September 30, 2003, approximately 43%
of the Fund's net assets were invested or committed for investment in
illiquid private equity holdings. Under SEC guidelines, an open-end fund may
not invest more than 15% of its net assets in illiquid securities.
Accordingly, the Fund would need to sell a substantial percentage of its
private equity holdings in order to convert to an open-ended structure. The
Board believes private equity holdings over the long term present attractive
investment return potential and are consistent with the Fund's investment
approach, and that a forced liquidation of these
18
positions in the near term could have an adverse impact on the Fund. Thus,
the Fund does not believe that an open-ending of the Fund presents a viable
or attractive alternative to remedy the discount issue.
The Board is working independently and in consultation with CSAM in
its efforts to enhance shareholder value, and the Board will continue to study
other possible actions to reduce the discount. The Board does not believe that
termination of the Investment Advisory Agreement is a prerequisite to these
efforts and therefore THE BOARD, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "AGAINST" THE SHAREHOLDER PROPOSAL.
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 2005
annual meeting of shareholders, the shareholder proposal must be received by the
Fund no later than October __, 2004. 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) 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 (by certified mail being recommended) 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.
19
The Fund may exercise discretionary voting authority with respect to
any shareholder proposals for the 2005 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 WEBSITE OF CREDIT SUISSE ASSET MANAGEMENT,
LLC AT www.csam.com. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS
OF RECEIPT.
20
APPENDIX A
SUB-INVESTMENT ADVISORY AGREEMENT
________, 2004
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London EC3A 7JJ
Dear Sir/Madam:
The Emerging Markets Telecommunications Fund, Inc. (the "Fund"),
a corporation organized and existing under the laws of the State of Maryland,
and Credit Suisse Asset Management, LLC, as investment adviser to the Fund
("CSAM"), herewith confirm their agreement with Credit Suisse Asset Management
Limited (the "Sub-Adviser"), a corporation organized under the laws of England,
as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Fund desires to employ the capital of the Fund by investing
and reinvesting in securities of the kind and in accordance with the limitations
specified in the Fund's Articles of Incorporation, as may be amended from time
to time (the "Articles of Incorporation"), and in the Fund's Registration
Statement, as from time to time in effect (the "Registration Statement") and in
such manner and to such extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Registration Statement and Articles of
Incorporation have been or will be submitted to the Sub-Adviser. The Fund agrees
to promptly provide the Sub-Adviser with copies of all amendments to the
Registration Statement on an on-going basis. The Fund employs CSAM as its
investment adviser. CSAM desires to employ and hereby appoints the Sub-Adviser
to act as its sub-investment adviser upon the terms set forth in this Agreement.
The Sub-Adviser accepts the appointment and agrees to furnish the services set
forth below for the compensation provided for herein.
2. SERVICES AS SUB-INVESTMENT ADVISER
2.1 Subject to the supervision and direction of CSAM, the
Sub-Adviser will provide investment advisory and portfolio management advice
to all or that portion of the Fund's assets designated by CSAM from time to
time (the "Assets") in accordance with (a) the Articles of Incorporation, (b)
the Investment Company Act of 1940, as amended (the "1940 Act"), and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and all
applicable Rules and Regulations of the Securities and Exchange Commission
(the "SEC") and all other applicable laws and regulations, and (c) the Fund's
investment objective and policies as stated in the Registration Statement and
investment parameters provided by CSAM from time to time. In connection
therewith, the Sub-Adviser will:
(i) manage the Assets or furnish recommendations to manage
the Assets in accordance with the Fund's investment objective and policies;
(ii) make investment decisions or recommendations with
respect to the Assets;
(iii) if requested by CSAM, place purchase and sale orders
for securities on behalf of the Fund with respect to the Assets;
(iv) exercise voting rights with respect to the Assets if
requested by CSAM; and
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(v) furnish CSAM and the Fund's Board of Directors with
such periodic and special reports as the Fund or CSAM may reasonably
request.
In providing those services, the Sub-Adviser will, if
requested by CSAM, provide investment research and supervision of the
Assets and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Assets.
2.2 In connection with the performance of the services of the
Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense
with third parties for the acquisition of research, clerical services and other
administrative services that would not require such parties to be required to
register as an investment adviser under the Advisers Act; provided that the
Sub-Adviser shall remain liable for the performance of its duties hereunder.
3. EXECUTION OF TRANSACTIONS
3.1 In executing transactions for the Assets, selecting brokers
or dealers and negotiating any brokerage commission rates, the Sub-Adviser will
use its best efforts to seek the best overall terms available. In assessing the
best overall terms available for any portfolio transaction, the Sub-Adviser will
consider all factors it deems relevant including, but not limited to, the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to the extent that the execution
and price offered by more than one broker or dealer are comparable the
Sub-Adviser may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the
Sub-Adviser or CSAM.
3.2 It is understood that the services of the Sub-Adviser are
not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser
from providing similar services to other investment companies or from
engaging in other activities, provided that those activities do not adversely
affect the ability of the Sub-Adviser to perform its services under this
Agreement. The Fund and CSAM further understand and acknowledge that the
persons employed by the Sub-Adviser to assist in the performance of its
duties under this Agreement will not devote their full time to that service.
Nothing contained in this Agreement will be deemed to limit or restrict the
right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and
devote time and attention to other businesses or to render services of
whatever kind or nature, provided that doing so does not adversely affect the
ability of the Sub-Adviser to perform its services under this Agreement.
3.3 On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well as of other
investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the
extent permitted by applicable laws and regulations, but shall not be obligated
to, aggregate the securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Sub-Adviser shall provide to CSAM and the Fund all
information reasonably requested by CSAM and the Fund relating to the decisions
made by the Sub-Adviser regarding allocation of securities purchased or sold, as
well as the expenses incurred in a transaction, among the Fund and the
Sub-Adviser's other investment advisory clients.
3.4 In connection with the purchase and sale of securities for
the Fund, the Sub-Adviser will provide such information as may be reasonably
necessary to enable the custodian and co-administrators to perform their
administrative and recordkeeping responsibilities with respect to the Fund.
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4. DISCLOSURE REGARDING THE SUB-ADVISER
4.1 The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's proxy statement used in seeking shareholder
approval for this Agreement and represents and warrants that, with respect to
such disclosure about the Sub-Adviser or information related, directly or
indirectly, to the Sub-Adviser, such proxy statement contains, as of the date
hereof, no untrue statement of any material fact and does not omit any statement
of a material fact which is required to be stated therein or necessary to make
the statements contained therein not misleading.
4.2 The Sub-Adviser agrees to notify CSAM and the Fund promptly
of (i) any statement about the Sub-Adviser contained in the Registration
Statement that becomes untrue in any material respect, (ii) any omission of a
material fact about the Sub-Adviser in the Registration Statement which is
required to be stated therein or necessary to make the statements contained
therein not misleading, or (iii) any reorganization or change in the
Sub-Adviser, including any change in its ownership or key employees .
4.3 Prior to the Fund or CSAM or any affiliated person (as
defined in the 1940 Act) (an "Affiliate") of either using or distributing
sales literature or other promotional material referring to the Sub-Adviser
("Promotional Material"), the Fund or CSAM, where applicable, shall forward
such material to the Sub-Adviser and shall allow the Sub-Adviser reasonable
time to review the material. The Sub-Adviser will not act unreasonably in its
review of Promotional Material and the Fund or CSAM, where applicable, will
use all reasonable efforts to ensure that all Promotional Material used or
distributed by or on behalf of the Fund or CSAM will comply with the
requirements of the Advisers Act, the 1940 Act and the rules and regulations
promulgated thereunder.
4.4 The Sub-Adviser has supplied CSAM and the Fund copies of its
Form ADV with all exhibits and attachments thereto and will hereinafter supply
CSAM and the Fund, promptly upon preparation thereof, copies of all amendments
or restatements of such document.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Sub-Adviser represents and warrants that:
(a) it is a duly registered investment adviser under the
Advisers Act, a duly registered investment adviser in any and all states of the
United States in which the Sub-Adviser is required to be so registered and has
obtained all necessary licenses and approvals in order to perform the services
provided in this Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement;
(b) it has read and understands the Registration Statement and
warrants that in investing the Fund's assets it will use all reasonable efforts
to adhere to the Fund's investment objectives, policies and restrictions
contained therein; and
(c) it has adopted a written Code of Ethics in compliance with
Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to
such Code.
5.2 The Fund represents and warrants that:
(a) it has full power to enter into the terms of this Agreement
and to enter into transactions contemplated by this Agreement and that neither
its entry into the Agreement nor the exercise by the Fund of its discretions or
powers under this Agreement will result in any default under any contract or
other agreement or instrument to which the Fund is a party, or any statute or
rule, regulation or order of any governmental agency or body applicable to the
Fund;
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(b) information which has been provided to the Sub-Adviser in
relation to the Fund's status, residence and domicile for taxation purposes is
complete and correct, and the Fund agrees to provide any further information
properly required by any competent authority; and
(c) it will notify the Sub-Adviser promptly if there is any
material change in any of the above information and will provide such other
relevant information as the Sub-Adviser may reasonably request in order to
fulfill its regulatory and contractual obligations. The Fund acknowledges that a
failure to provide such information may adversely affect the quality of the
services that the Sub-Adviser may provide.
5.3 CSAM represents and warrants that it has full power to enter
into the terms of this Agreement and to enter into transactions contemplated by
this Agreement and that neither its entry into the Agreement nor the exercise by
CSAM of its discretions or powers under this Agreement will result in any
default under any contract or other agreement or instrument to which CSAM is a
party, or any statute or rule, regulation or order of any governmental agency or
body applicable to CSAM.
6. COMPLIANCE
6.1 The Sub-Adviser agrees that it shall promptly notify CSAM
and the Fund (i) in the event that the SEC or any other regulatory authority has
censured its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii) in the event that
there is a change in the Sub-Adviser, financial or otherwise, that adversely
affects its ability to perform services under this Agreement or (iii) upon
having a reasonable basis for believing that, as a result of the Sub-Adviser's
investing the Fund's assets, the Fund's investment portfolio has ceased to
adhere to the Fund's investment objectives, policies and restrictions as stated
in the Registration Statement or is otherwise in violation of applicable law.
6.2 CSAM agrees that it shall promptly notify the Sub-Adviser in
the event that the SEC has censured CSAM or the Fund; placed limitations upon
any of their activities, functions or operations; suspended or revoked CSAM's
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions.
6.3 The Fund and CSAM shall be given access to the records with
respect to the Fund of the Sub-Adviser at reasonable times solely for the
purpose of monitoring compliance with the terms of this Agreement and the rules
and regulations applicable to the Sub-Adviser relating to its providing
investment advisory services to the Fund, including without limitation records
relating to trading by employees of the Sub-Adviser for their own accounts and
on behalf of other clients, provided that such access does not constitute a
breach of any obligation of client confidentiality held by the Sub-Adviser. The
Sub-Adviser agrees to cooperate with the Fund and CSAM and their representatives
in connection with any such monitoring efforts.
7. BOOKS AND RECORDS
7.1 In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for
the Fund are the property of the Fund and further agrees to surrender promptly
to the Fund any of such upon request. The Sub-Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified therein.
7.2 The Sub-Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information or reports in
connection with services that the Sub-Adviser renders pursuant to this Agreement
which
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may be requested in order to ascertain whether the operations of the Fund
are being conducted in a manner consistent with applicable laws and regulations.
8. PROVISION OF INFORMATION; PROPRIETARY AND CONFIDENTIAL
INFORMATION
8.1 CSAM agrees that it will furnish to the Sub-Adviser
information related to or concerning the Fund that the Sub-Adviser may
reasonably request.
8.2 The Sub-Adviser agrees on behalf of itself and its employees
to treat confidentially and as proprietary information of the Fund all records
and other information relative to the Fund, CSAM and prior, present or potential
shareholders and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder except, where
practicable, after prior notification to and approval in writing of the Fund,
which approval shall not be unreasonably withheld and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply or when requested to divulge such information by duly
constituted authorities.
8.3 The Sub-Adviser represents and warrants that neither it nor
any affiliate will use the name of the Fund, CSAM or any of their affiliates in
any prospectus, sales literature or other material in any manner without the
prior written approval of the Fund or CSAM, as applicable.
9. STANDARD OF CARE
The Sub-Adviser shall exercise its best judgment in rendering
the services described herein. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or
CSAM in connection with the matters to which this Agreement relates, except
that the Sub-Adviser shall be liable for a loss resulting from a breach of
fiduciary duty by the Sub-Adviser with respect to the receipt of compensation
for services; provided that nothing herein shall be deemed to protect or
purport to protect the Sub-Adviser against any liability to the Fund or CSAM
or to shareholders of the Fund to which the Sub-Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the Sub-Adviser's
reckless disregard of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Sub-Adviser against, and
hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) not resulting from
disabling conduct by the Sub-Adviser. Indemnification shall be made only
following: (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the Sub-Adviser was not liable by reason
of disabling conduct or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the Sub-Adviser was not
liable by reason of disabling conduct by (a) the vote of a majority of a
quorum of directors of the Fund who are neither "interested persons" of the
Fund nor parties to the proceeding ("disinterested non-party directors") or
(b) an independent legal counsel in a written opinion. The Sub-Adviser shall
be entitled to advances from the Fund for payment of the reasonable expenses
incurred by it in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under the
Maryland General Corporation Law. The Sub-Adviser shall provide to the Fund a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written
undertaking to repay any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addition, at least one of
the following additional conditions shall be met: (a) the Sub-Adviser shall
provide security in form and amount acceptable to the Fund for its
undertaking; (b) the Fund is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of the full Board of Directors of the
Fund, the members of which majority are disinterested non-party directors, or
independent legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Fund at the time the advance is
proposed to be made, that there is reason to believe that the
A-5
Sub-Adviser will ultimately be found to be entitled to indemnification. The Fund
and CSAM understand and agree that the Sub-Adviser may rely upon information
furnished to it reasonably believed by the Sub-Adviser to be accurate and
reliable and, except as herein provided, the Sub-Adviser shall not be
accountable for loss suffered by the Fund by reason of such reliance of the
Sub-Adviser.
10. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, CSAM will pay the Sub-Adviser such amounts as the parties may agree
upon from time to time as set forth on Schedule A, as amended from time to time.
11. EXPENSES
11.1 The Sub-Adviser will bear all expenses in connection with
the performance of its services under this Agreement, which shall not include
the Fund's expenses listed in paragraph 11.2.
11.2 The Fund will bear certain other expenses to be incurred in
its operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Directors of the Fund
who are not officers, directors or employees of CSAM or the Sub-Adviser or
affiliates of any of them; fees of any pricing service employed to value assets
of the Fund; SEC fees, state Blue Sky qualification fees and any foreign
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses: costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
12. TERM OF AGREEMENT
This Agreement shall commence on the date first written above
and shall continue for an initial two-year period commencing on the date
first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved
at least annually by (a) the Board of Directors of the Fund or (b) a vote of
a "majority" (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by
a majority of the Board of Directors who are not "interested persons" (as
defined the 1940 Act) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, (i) by CSAM on 60 (sixty) days'
written notice to the Fund and the Sub-Adviser, (ii) by the Board of
Directors of the Fund or by vote of holders of a majority of the Fund's
shares on 60 (sixty) days' written notice to CSAM and the Sub-Adviser, or
(iii) by the Sub-Adviser upon 60 (sixty) days' written notice to the Fund and
CSAM. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act) by any party hereto. In the event of
termination of this Agreement for any reason, all records relating to the
Fund kept by the Sub-Adviser shall promptly be returned to CSAM or the Fund,
free from any claim or retention of rights in such records by the
Sub-Adviser. In the event this Agreement is terminated or is not approved in
the foregoing manner, the provisions contained in paragraph numbers 4.3, 7, 8
and 9 shall remain in effect.
13. AMENDMENTS
No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (a) the holders of a majority of the outstanding voting
securities of the Fund and (b) the Board of Directors of the Fund,
A-6
including a majority of Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund or of either party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
14. NOTICES
14.1 All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, 15 St.
Botolph Street, London EC3A 7JJ (Attention: David Collins), telephone:
44-20-7426-2795, telecopy: 44-20-7426-2799, (b) if to CSAM, to Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147
(Attention: Hal Liebes), telephone: (212) 875-3779, telecopy: (646) 658-0817,
and (c) if to the Fund, c/o Credit Suisse Funds, 466 Lexington Avenue, New York,
New York 10017-3147, telephone: (212) 875-3500, telecopy: (212) 878-9351
(Attention: President).
14.2 The Sub-Adviser may rely on, and act without further
enquiry upon, any instruction, notice or request of any person(s) who is or who
the Sub-Adviser reasonably believes in good faith to be person(s) designated by
CSAM or the Fund to give such instruction, notice or request, and further
provided that such instruction, notice or request is made in writing and sent by
original signed letter, facsimile or electronic means in accordance with the
provisions of paragraph 14.1.
14.3 CSAM and the Fund will provide a list of person(s) who are
authorized to give instructions and sign documents and take other actions in
respect of the Assets. CSAM of the Fund shall notify the Sub-Adviser promptly of
any amendment to such list and provide specimen signatures of new signatories,
and the Sub-Adviser shall accept any such amendments.
15. CHOICE OF LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York in the United States,
including choice of law principles; provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the Advisers Act or any
applicable rules, regulations or orders of the SEC.
16. MISCELLANEOUS
16.1 The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions herein or otherwise
affect their construction or effect.
16.2 If any provision of this Agreement shall be held or made
invalid by a court decision, by statute or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
16.3 Nothing herein shall be construed to make the Sub-Adviser
an agent of CSAM or the Fund.
16.4 This Agreement may be executed in counterparts, with the
same effect as if the signatures were upon the same instrument.
17. UNITED KINGDOM REGULATORY MATTERS
The Sub-Adviser is regulated by the Financial Services Authority
("FSA") in carrying out its investment business. It therefore is subject to the
rules and guidelines established by the FSA including the Conduct of Business
Sourcebook. Under the FSA Rules, the following provisions apply:
(a) The FSA requires that all clients of the Sub-Adviser be
classified into specific categories. On the basis of the information which CSAM
has given, the Sub-Adviser has determined that CSAM is an Intermediate Customer
and the Fund is a Private Customer.
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(b) (i) The Sub-Adviser is permitted to trade in Futures,
Options and Contracts for Differences including on and off exchange
transactions ("Derivative Instruments"), subject to limitations described
herein. The markets on which Derivative Instruments are executed can be highly
volatile. Such investments carry a high risk of loss and a relatively small
adverse market movement may result not only in the loss of the original
investment but also in unquantifiable further loss exceeding any margin
deposited.
(ii) The Sub-Adviser may instruct the Custodian to pay
margin, or (subject to the rules of the exchange concerned) deposit investments
by way of margin or collateral, on any Derivative Instrument out of the Assets.
The Fund shall not be required to pay margin in cash beyond the amount of cash
held at the relevant time on the Fund's behalf and immediately available for
margin payments.
(c) The Sub-Adviser will not supply the Fund with contract
notes. The periodic reports provided under Section 2.1(v) will contain
information that would have been provided in the contract notes.
(d) In order to comply with applicable laws and related
regulatory requirements, there may be periods when the Sub-Adviser will not be
permitted to initiate or recommend certain types of transactions.
(e) No warranty is given by the Sub-Adviser as to the performance
or profitability of the Assets or any part of them.
(f) The Sub-Adviser has in operation a written procedure in
accordance with the FSA Rules for the effective consideration and proper
handling of complaints from customers. Any complaint by CSAM or the Fund
hereunder should be sent in writing to the Compliance Officer of the Sub-Adviser
at the address specified in Section 14.
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Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
----------------------------
Name: Hal Liebes
Title: Managing Director
THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC.
By:
----------------------------
Name: Michael A. Pignataro
Title: Chief Financial Officer
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By:
-------------------------------
Name:
Title:
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SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 (the "Total
Fee"), one quarter of which shall be payable in U.S. dollars in arrears on the
last business day of each calendar quarter. The fee for the first period during
which this Agreement is in effect shall be pro-rated for the portion of the
calendar quarter that the Agreement is in effect. The Total Fee shall be an
aggregate fee paid for services rendered with respect to this Fund and such
other Credit Suisse Funds for which the Sub-Adviser has been appointed as such
and which CSAM and the Sub-Adviser agree will be governed by this fee schedule.
The portion of the Total Fee allocable with respect to the Fund
for any calendar quarter or portion thereof is equal to the product of (a) the
Total Fee and (b) a fraction: (i) the numerator of which is the average monthly
net assets of the Fund during such calendar quarter or portion thereof and (ii)
the denominator of which is the sum of the total aggregate average monthly net
assets of the Fund and other registered investment companies for which the
Sub-Adviser has been appointed as such during such calendar quarter or portion
thereof.
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APPENDIX B
[Insert Audit Committee Charter]
B-1
THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.
March 25, 2004
3018-PS-04
[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 25, 2004, at 3:00 p.m.,
Eastern time, at the offices of the Fund, 466 Lexington Avenue, 16th Floor,
New York, New York 10017, and any adjournments thereof.
1
[REVERSE SIDE]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2 AND "AGAINST"
PROPOSAL 3.
THIS PROXY WHEN For Against Abstain
PROPERLY EXECUTED 1) To approve the Sub-Investment Advisory / / / / / /
WILL BE VOTED IN THE Agreement among the Fund, Credit Suisse Asset
MANNER DIRECTED Management, LLC and Credit Suisse Asset
HEREIN BY THE Management Limited.
UNDERSIGNED
SHAREHOLDER.
2) Election of the following nominees as Director:
Nominee: (01) Enrique R. Arzac (three-year term)
(02) James J. Cattano (three-year term)
/ / FOR the nominees listed above (except as marked to the
contrary above)
/ / WITHHOLD AUTHORITY to vote for the nominees listed above
(INSTRUCTION: To withhold authority for any individual
nominee, strike a line through such individual's name above.)
3) To terminate the Investment Advisory Agreement between the
Fund and Credit Suisse Asset Management, LLC as soon as
possible
/ / FOR
/ / AGAINST
/ / ABSTAIN
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
2