SCHEDULE 14A
Information required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 'SS'240.14a-11(c)
or 'SS'240.14a-12
THE CHILE FUND, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
/ / (1) Title of each class of securities to which transaction applies:
/ / (2) Aggregate number of securities to which transaction applies:
/ / (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
/ / (4) Proposed maximum aggregate value of transaction:
/ / (5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SCHEDULE 14A
Information required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 'SS'240.14a-11(c)
or 'SS'240.14a-12
THE LATIN AMERICA EQUITY FUND, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
/ / (1) Title of each class of securities to which transaction applies:
/ / (2) Aggregate number of securities to which transaction applies:
/ / (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
/ / (4) Proposed maximum aggregate value of transaction:
/ / (5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(9) Amount Previously Paid:
(10) Form, Schedule or Registration Statement No.:
(11) Filing Party:
(12) Date Filed:
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 21 AND 22, 2004
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meetings of Shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") (each a
"Meeting" and collectively, the "Meetings") will be held at the offices of
Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between 45th and 46th
streets), 16th Floor, New York, New York 10017, on the following dates and
times:
The Chile Fund, Inc. ("CH") April 21, 2004 3:00 p.m.
The Latin America Equity Fund, Inc. ("LAQ") April 21, 2004 4:00 p.m.
The Indonesia Fund, Inc. ("IF") April 22, 2004 4:00 p.m.
The purpose of the Meetings is to consider and act upon the following
proposal for each Fund and to consider and act upon such other matters as may
properly come before the Meetings or any adjournments thereof:
1. CH - To elect two Directors for a three-year term;
LAQ - To elect two Directors for a three-year term; and
IF - To elect one Director for a three-year term.
This item is discussed in greater detail in the attached Joint Proxy
Statement.
The close of business on February 23, 2004 has been fixed as the record
date for the determination of the shareholders of each Fund entitled to notice
of, and to vote at, the Meetings.
This notice and related proxy material are first being mailed on or about
March 1, 2004.
By Order of each Board of Directors
/s/ Michael A. Pignataro
--------------------------
Michael A. Pignataro
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS IN PERSON, IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETINGS. ACCORDINGLY,
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY
CARD(S) BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION.
Dated: March 1, 2004
New York, New York
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 21 AND 22, 2004
This Joint Proxy Statement is furnished in connection with a solicitation
of proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders 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 April
21 (The Chile and Latin America Equity Funds) and 22 (The Indonesia Fund), 2004
and at any adjournments thereof (each a "Meeting" and collectively, the
"Meetings"). A Notice of Annual Meetings of Shareholders and a proxy card (the
"Proxy") accompany this Joint 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 Funds, CSAM, the investment adviser to the
Funds, Bear Stearns Funds Management Inc., the administrator of the Funds
(the "Administrator"), or D.F. King & Co., Inc. ("D.F. King"), a proxy
solicitation firm that has been retained by each Fund and which will receive
a fee not to exceed $1,500 per Fund and will be reimbursed for its reasonable
expenses. All costs of solicitation, including (a) printing and mailing of
this Joint 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 each Fund's shares, (c) payment of D.F.
King for its services in soliciting Proxies and (d) supplementary
solicitations to submit Proxies, will be borne by the Funds. This Joint Proxy
Statement is expected to be mailed to shareholders on or about March 1, 2004.
CSAM has its principal executive office at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. The Administrator has its principal
executive office at 383 Madison Avenue, 23rd Floor, New York, New York 10179.
Celfin Capital Servicios Financieros S.A. ("Celfin"), located at Apoquindo
3721, Piso 19, Santiago, Chile, serves as Chilean investment sub-adviser and
Chilean sub-administrator to The Chile Fund, Inc. ("CH") and The Latin
America Equity Fund, Inc. ("LAQ"). 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
Indonesia Fund, Inc. ("IF").
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 2003, accompany this Proxy Statement. They are
not to be regarded as proxy-soliciting material.
EACH 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 THAT FUND BY CALLING 1-800-293-1232, BY
WRITING TO THE SECRETARY OF THE RELEVANT FUND C/O CREDIT SUISSE ASSET
MANAGEMENT, LLC AT
1
466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10017, OR AT THE FUNDS'
WEBSITE AT www.csam.com. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS
DAYS OF RECEIPT.
If an enclosed Proxy is properly executed and returned in time to be voted
at the Meeting to which it relates, 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" the election of each Fund's
nominee(s) for director, and, in accordance with the judgment of the persons
named in the Proxy on an any matters that may properly come before the
Meetings and that are deemed appropriate. Any shareholder giving a Proxy has
the power to revoke it by mail (addressed to the Secretary of the relevant
Fund, c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th
Floor, 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 a Fund entitled
to vote at a Meeting. In the event that a quorum is not present at a Meeting,
the holders of a majority of the shares present in person or by proxy will have
the power to adjourn such Meeting, without notice other than an announcement at
such Meeting, until the requisite number of shares entitled to vote at such
Meeting is present. In the event that a quorum is present at a 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 that Meeting to permit
further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of a 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 properly brought before the meeting 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 a 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 the election of Directors at each Meeting will require the
affirmative vote of a plurality of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on the elections.
CSAM and its affiliates have advised the Funds that they intend to vote the
shares over which they have voting power at the Meetings, including shares that
are held directly or on behalf of employees, in the manner instructed by the
customers or employees for which such shares are held.
Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). Each Share of a Fund is entitled to one vote at that
Fund's Meeting, and fractional Shares are entitled to a proportionate share of
one vote. On the record date, February 23, 2004, the following number of Shares
of each Fund were issued and outstanding:
CH 10,139,926 Shares
LAQ 6,322,240 Shares
IF 8,266,202 Shares
2
This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund and, because shareholders may
own Shares of more than one Fund, to avoid burdening shareholders with more than
one proxy statement. To the extent information regarding common ownership is
available to the Funds, a shareholder who owns of record Shares in more than one
Fund will receive a package containing a Joint Proxy Statement and Proxies for
each Fund in which that shareholder owns Shares. If information relating to
common ownership is not available to the Funds, a shareholder who beneficially
owns Shares in more than one Fund may receive more than one package, each
containing a Joint Proxy Statement and a Proxy for a single Fund. It is
essential that shareholders complete, date, sign and return EACH enclosed Proxy.
In order that your Shares may be represented at the Meeting(s), 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 the commencement of the applicable Meeting(s) on the dates and
at the times indicated below.
CH April 21, 2004 3:00 p.m.
LAQ April 21, 2004 4:00 p.m.
IF April 22, 2004 4:00 p.m.
PROPOSAL 1: ELECTION OF DIRECTORS
The only proposal to be submitted at the Meetings will be the election of
directors. If elected, each director will hold office for the term set forth
below and until his successor is elected and qualified.
Pursuant to each Fund's Articles of Incorporation, each Board is divided
into three classes, each class having a term of three years. Each year the term
of one class will expire. Each nominee is a current director whose term expires
on the date of the applicable Meeting and, if elected, will serve until the 2007
Annual Meeting of the Fund(s) on the Board(s) of which he sits and until his
successor is elected and qualified. Each nominee has indicated an intention to
continue to serve if elected and has consented to being named in this Joint
Proxy Statement. The nominees for election to the Boards of the Funds are as
follows:
CH: George W. Landau (three-year term)
William W. Priest, Jr. (three-year term)
LAQ: Martin M. Torino (three-year term)
William W. Priest, Jr. (three-year term)
IF: Richard H. Francis (three-year term)
Information about each nominee is set forth in more detail below.
3
The following tables set forth certain information regarding the nominees
for election to the Boards of the Funds, directors whose terms of office
continue beyond the Meetings, and the officers of the Funds. The current terms
of office of each Fund's officers will end at the applicable Board of Directors'
meeting next following the Meeting.
DIRECTORS
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND PRINCIPAL FUND COMPLEX OTHER
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS HELD
OF BIRTH FUND(S) SERVED PAST 5 YEARS DIRECTOR BY DIRECTOR
------------------------- ------------ ------------------ -------------------- ------------- ------------------
NON-INTERESTED NOMINEES
FOR DIRECTOR:
George W. Landau Director CH: Since 1989; Senior Advisor, 5 Director of GAM
c/o Credit Suisse Asset and current term ends Latin America, The Funds, Inc.
Management, LLC Audit at the 2004 Coca-Cola Company
Attn: General Counsel Committee annual meeting since 1987; Advisor
466 Lexington Avenue Member of Guardian
New York, New York LAQ: Since 1990; Industries (a glass
10017-3140 current term ends manufacturer) since
Date of Birth: 03/04/20 at the 2006 1992
annual meeting
Richard H. Francis Director, IF: Since 1990; Currently retired 43 None
c/o Credit Suisse Asset Nominating current term ends
Management, LLC Committee at the 2004 annual
Attn: General Counsel Member and meeting
466 Lexington Avenue Audit
New York, New York Committee
10017-3140 Chairman
Date of Birth: 04/23/32
Martin M. Torino Director, LAQ: Since 1990; Chief Executive 3 None
c/o Credit Suisse Asset Nominating current term ends Officer and Director
Management, LLC and Audit at the 2004 annual of Celsur Logistica
Attn: General Counsel Committee meeting S.A. (Logistics)
466 Lexington Avenue Member since 2002; Chairman
New York, New York of the Board of
10017-3140 Ingenio y Refineria
Date of Birth: 08/14/49 San Martin Del
Tabacal S.A. (a
sugar refinery) from
August 1996 to 2000
4
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND PRINCIPAL FUND COMPLEX OTHER
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS HELD
OF BIRTH FUND(S) SERVED PAST 5 YEARS DIRECTOR BY DIRECTOR
------------------------- ------------ ------------------ -------------------- ------------- ------------------
INTERESTED NOMINEE FOR
DIRECTOR:
William W. Priest, Jr.* Director CH and LAQ: Since Co-Managing Partner, 49 Director of Globe
Steinberg Priest & 1997; current term Steinberg Priest & Wireless, LLC
Sloane Capital ends at the 2004 Sloane Capital (a maritime
Management, LLC annual meeting Management, LLC communications
12 East 49th Street, since March 2001; company); Director
12th Floor IF: Since 1990; Chairman and of InfraRedX
New York, New York current term ends Managing Director of (a medical device
10017 at the 2006 annual CSAM from 2000 to company)
Date of Birth: 09/24/41 meeting February 2001, Chief
Executive Officer
and Managing
Director of CSAM
from 1990 to 2000
NON-INTERESTED DIRECTORS:
Enrique R. Arzac CH and CH and LAQ: Professor of Finance 8 Director of The
c/o Credit Suisse Asset LAQ: Lead Since 1996; and Economics, Adams Express
Management, LLC Director, current term ends Graduate School of Company (a
Attn: General Counsel Nominating at the 2006 annual Business, Columbia closed-end
466 Lexington Avenue Committee meeting University since 1971 investment
New York, New York Chairman IF: Since 2000; company); Director
10017-3140 and Audit current term ends of Petroleum and
Date of Birth: 10/02/41 Committee at the 2006 annual Resources
Member meeting Corporation (a
closed-end
IF: investment company)
Director,
Nominating
Committee
Chairman
and Audit
Committee
Member
James J. Cattano Director, CH: Since 1989; President, Primary 4 None
c/o Primary Resources, Nominating current term ends Resources, Inc. (an
Inc. Committee at the 2005 annual international
55 Old Field Point Member and meeting trading and
Road Audit manufacturing
Greenwich, Committee LAQ: Since 1990; company specializing
Connecticut 06830 Chairman current term ends in the sale of
Date of Birth: 06/24/43 at the 2005 annual agricultural
meeting commodities
throughout Latin
American markets)
since 1996
5
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND PRINCIPAL FUND COMPLEX OTHER
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS HELD
OF BIRTH FUND(S) SERVED PAST 5 YEARS DIRECTOR BY DIRECTOR
------------------------- ------------ ------------------ -------------------- ------------- ------------------
Steven N. Rappaport Director, CH: Since 2003; Partner of Lehigh 44 Director of
Lehigh Court, LLC Nominating current term ends Court, LLC and RZ Presstek, Inc. (a
40 East 52nd Street and Audit at the 2006 annual Capital (private digital imaging
New York, New York Committee meeting investment firms) technologies
10022 Member since July 2002; company); Director
Date of Birth: 07/10/48 Consultant to of Wood Resources,
SunGard Securities LLC (a plywood
Finance, Inc.
from February 2002 manufacturing
to 2002 to July company)
2002; President of
SunGard Securities
Finance, Inc. from
July 2001 to
February 2002;
President of Loanet,
Inc. (an on-line
accounting service)
from 1997 to 2001
Lawrence J. Fox Director, IF: Since 2000; Partner, Drinker 3 Director, Winthrop
One Logan Square Nominating current term ends Biddle & Reath (law Trust Company
18th & Cherry Streets and Audit at the 2005 annual firm) since 1972
Philadelphia, Committee meeting
Pennsylvania 19103 Member
Date of Birth: 07/17/43
Riordan Roett Director, LAQ: Since 1999; Sarita and Don 1 Director of
The Johns Hopkins Nominating current term ends Johnston Professor investment
University and Audit at the 2005 of Political companies advised
1740 Massachusetts Committee annual meeting Science, The Johns by Citigroup Asset
Avenue, N.W. Member Hopkins University Management
Washington, District of since 1973
Columbia 20036
Date of Birth: 09/10/38
6
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND PRINCIPAL FUND COMPLEX OTHER
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS HELD
OF BIRTH FUND(S) SERVED PAST 5 YEARS DIRECTOR BY DIRECTOR
------------------------- ------------ ------------------ -------------------- ------------- ------------------
INTERESTED DIRECTOR:
Joseph D. Gallagher* CH: CH and IF: Since Managing Director, 45 None
c/o Credit Suisse Asset and IF 2003; current term Chief Executive
Management, LLC Chairman of ends at the 2006 Officer and Global
466 Lexington Avenue the Board annual meeting Chief Operating
New York, New York of Officer of CSAM
10017-3140 Directors, LAQ: Since 2003; since 2003; Global
Date of Birth: 12/14/62 Chief Chief Financial
Executive Officer, Credit
Officer and Suisse Asset
President Management from 1999
LAQ: to 2003; Chief
Chairman of Executive Officer
the Fund, and Director of
Chief Credit Suisse Asset
Executive Management Limited,
Officer and London, England from
President 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
----------
* 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. Mr. Gallagher is an interested person of the Fund by virtue of his
current positions as director and/or officer of CSAM.
7
OFFICERS
NAME, ADDRESS AND DATE OF POSITIONS(S) HELD LENGTH OF TIME
BIRTH WITH FUND(S) SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-------------------------- ------------------- ------------------------- -------------------------------------------
Hal Liebes CH, IF and LAQ: CH, IF and LAQ: Since Managing Director and Global General
c/o Credit Suisse Asset Senior Vice 1997 Counsel of CSAM; Associated with CSAM since
Management, LLC President 1997; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 07/06/64
Michael A. Pignataro CH, IF and LAQ: CH, IF and LAQ: Since Director and Director of Fund
c/o Credit Suisse Asset Chief Financial 1993 Administration of CSAM; Associated with
Management, LLC Officer and CSAM since 1984; Officer of other Credit
466 Lexington Avenue Secretary Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
Rocco A. Del Guercio CH, IF and LAQ: CH, IF and LAQ: Since Vice President of CSAM; Associated with
c/o Credit Suisse Asset Vice President 1997 CSAM since June 1996; Officer of other
Management, LLC Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 04/28/63
Robert M. Rizza CH, IF and LAQ: CH, IF and LAQ: Since Assistant Vice President of CSAM since
c/o Credit Suisse Asset Treasurer 1999 January 2001; Associated with CSAM since
Management, LLC 1998; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
Matthew J. K. Hickman CH: Chief CH and LAQ: Since 2004 Vice President of CSAM since December 2003;
c/o Credit Suisse Asset Investment Officer Financial Advisor with Global Advisors
Management, LLC from July 2003 to November 2003; General
466 Lexington Avenue LAQ: Co-Chief Manager of Compass Group Investment
New York, New York Investment Officer Advisors S.A. from February 2002 to July
10017-3140 2003; Financial Advisor with Credit Suisse
Date of Birth: 01/21/64 First Boston from August 2000 to February
2002; Director of ABN AMRO from September 1998
to August 2000; Officer of other Credit Suisse
Funds
Emily Alejos CH: Investment CH and LAQ: Since 1999 Director of CSAM since January 1999; Vice
c/o Credit Suisse Asset Officer President of CSAM from 1997 to January
Management, LLC 1999; Associated with CSAM since 1997;
466 Lexington Avenue LAQ: Co-Chief Officer of other Credit Suisse Funds
New York, New York Investment Officer
10017-3140
Date of Birth: 10/27/63
8
Boon Hong Yeo IF: Chief IF: Since 2003 Director of Credit Suisse Asset Management
c/o Credit Suisse Asset Investment Officer (Australia) Limited; Director of AIB Govett
Management, LLC (Asia) Limited from October 2001 to April
466 Lexington Avenue 2002; Managing Director of Zenith Asset
New York, New York Management Singapore from January 2001 to
10017-3140 September 2001; Associate Director of CMG
Date of Birth: 05/02/60 First State Singapore from 1994 to 2000
Set forth in the table below is the dollar range of equity securities in
each 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 CLOSED-END INVESTMENT
NAME OF DIRECTOR OR NOMINEE SECURITIES OWNED*(1)(2) COMPANIES*(1)(3)
--------------------------- ------------------------ --------------------------------
Non-Interested Nominees for Director:
Richard H. Francis IF: B B
George W. Landau CH: C D
LAQ: C
Martin M. Torino LAQ: C C
Interested Nominee for Director:
William W. Priest, Jr. CH: B C
LAQ: B
Non-Interested Directors:
Enrique R. Arzac CH: C E
IF: B
LAQ: C
James J. Cattano CH: C D
LAQ: C
Lawrence J. Fox IF: B C
Steven N. Rappaport CH: A C
Riordan Roett LAQ: B B
Interested Director:
Joseph D. Gallagher IF: A A
CH: A
----------
* Key to Dollar Ranges:
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
(1) This information has been furnished by each Director as of December 31,
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) Each Fund's directors and officers, in the aggregate, own less than 1% of
that 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.
9
As of December 31, 2003, none of the non-interested nominees for election
to the Boards, the non-interested directors or their immediate family members
owned beneficially or of record any class of securities in CSAM or in a person
(other than a registered investment company) directly or indirectly controlling,
controlled by or under common control with CSAM.
During the fiscal year ended December 31, 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 meeting of the Boards attended by him and was reimbursed for
expenses incurred in connection with his attendance at the Funds' Board
meetings. The total remuneration paid or accrued by CH, IF and LAQ during the
fiscal year ended December 31, 2003 to all such unaffiliated directors was
$31,750, $27,500 and $42,000, respectively. Each Director entitled to a fee
from CH or LAQ receives fifty percent of his annual fee in the form of Fund
shares purchased by the relevant Fund's transfer agent in the open market on
his behalf.
During the fiscal year ended December 31, 2003, the Boards of LAQ and IF
convened four times and the board of CH convened five times. Each director
attended at least seventy-five percent of the aggregate number of meetings of
each Board and any committees on which he served during the period for which
he was a director.
Each Fund has an Audit Committee consisting of all the directors who are
not interested persons of that Fund and who are independent of that Fund (for
CH and LAQ, as such term is defined by the New York Stock Exchange's listing
standards and, for IF, as such term is defined by the American Stock
Exchange's listing standards). Each of the Audit Committees of CH, IF and LAQ
convened twice during the fiscal year ended December 31, 2003. Each Fund's
Audit Committee advises the full Board with respect to accounting, auditing
and financial matters affecting that Fund.
Messrs. Arzac, Cattano and Rappaport constitute CH's Nominating Committee,
Messrs. Arzac, Fox and Francis constitute IF's Nominating Committee and Messrs.
Arzac, Cattano, Roett and Torino constitute LAQ's Nominating Committee, each of
which is composed of Directors who are Non-Interested Directors of the Funds. No
Fund's Nominating Committee met during the fiscal year ended December 31, 2003.
At a meeting of CH's Nominating Committee held on February 12, 2004, the
Nominating Committee (with the nominees abstaining from voting) nominated
Messrs. Landau and Priest each for a three-year term. At a meeting of IF's
Nominating Committee held on February 10, 2004, the Nominating Committee (with
the nominee abstaining from voting) nominated Mr. Francis for a three-year term.
At a meeting of LAQ's Nominating Committee held on February 12, 2004, the
Nominating Committee (with the nominees abstaining from voting) nominated
Messrs. Torino and Priest each for a three-year term. Each Fund's Nominating
Committee selects and nominates Non-Interested Directors. The Nominating
Committees will consider nominees recommended by shareholders should a vacancy
arise. Recommendations should be submitted in writing to the Nominating
Committee in care of the Secretary of the relevant Fund. Each Board has adopted
a Nominating Committee Charter (a copy of which is included as Appendix A). In
nominating candidates, each Committee shall take into consideration such factors
as it deems appropriate. These factors may include judgment, skill, diversity,
experience with investment companies and other organizations of comparable,
purpose, complexity, size and subject to similar legal restrictions and
oversight, the interplay of the candidate's experience with the experience of
other Board members, and the extent to which the candidate would be a desirable
addition to the Board and any committees thereof.
None of the Funds has a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Boards should send them
to the address of the relevant Fund and to the attention of that Board. All such
communications will be directed to the Board's attention.
The Funds do not have a formal policy regarding Board member attendance
at the Annual Meetings of Shareholders. The 2003 Annual Meeting of
Shareholders of CH was attended by one director. The 2003 Annual Meetings of
Shareholders of LAQ and IF were not attended by any of the directors of those
Funds.
10
REPORTS OF THE AUDIT COMMITTEES
Pursuant to the Audit Committee Charter adopted by each Fund's Board (a
copy of which is included as Appendix B), the Audit Committee is responsible for
conferring with that Fund's independent auditors, reviewing annual financial
statements, approving the selection of that Fund's independent auditors and
overseeing that Fund's internal controls. Each 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 that Fund and to CSAM and certain of its affiliates. Each Audit Committee
advises a Fund's 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 each Fund's financial
statements and expressing an opinion as to their conformity with accounting
principles generally accepted in the United States of America.
Each Audit Committee has met with the applicable Fund's management to
discuss, among other things, that Fund's audited financial statements for the
fiscal year ended December 31, 2003. Each Audit Committee has also met with the
Funds' 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 that Fund's audit, that Fund's financial statements and that
Fund's accounting controls. Each 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 applicable Fund
and the impact that any such relationships may have on the objectivity and
independence of the independent auditors. Each Audit Committee has discussed
with PwC its independence and has considered whether the provision of services
by PwC to that Fund and to CSAM was compatible with maintaining PwC's
independence.
The members of the Audit Committees are not professionally engaged in the
practice of auditing or accounting and are not employed by a Fund for
accounting, financial management or internal control. Moreover, each 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, an 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 Committees'
considerations and discussions referred to above do not provide assurance that
the audit of a 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, each Audit Committee recommended
to the Board that the applicable Fund's audited financial statements be included
in that Fund's 2003 Annual Report to Shareholders for the fiscal year ended
December 31, 2003 and be mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEES OF THE FUNDS' BOARDS OF DIRECTORS
CH IF LAQ
Enrique R. Arzac Enrique R. Arzac Enrique R. Arzac
James J. Cattano Lawrence J. Fox James J. Cattano
George W. Landau Richard H. Francis George W. Landau
Steven N. Rappaport Riordan Roett
Martin M. Torino
11
INDEPENDENT AUDITORS
At meetings held on November 17, 2003 and November 21, 2003, for IF, and CH
and LAQ, respectively, each Fund's Audit Committee approved the selection of PwC
for the fiscal year ending December 31, 2004. PwC has been each Fund's
independent auditors since that Fund commenced operations, and has informed each
Fund that it has no material direct or indirect financial interest in that Fund.
A representative of PwC will be available by telephone at the Meetings and will
have the opportunity to make a statement if the representative so desires and
will be available to respond to appropriate questions.
The information in the table below is provided for services rendered to
each Fund by PwC for its fiscal years ended December 31, 2002 and December 31,
2003.
2002 2003
------------------------------------ -------------------------------------
CH IF LAQ CH IF LAQ
Audit Fees $ 48,300 $ 35,300 $ 49,900 $ 56,022 $ 32,190 $ 57,741
Audit-Related Fees(1) $ 0 $ 0 $ 0 $ 3,000 $ 3,000 $ 3,000
Tax Fees(2) $ 8,600 $ 8,600 $ 8,600 $ 7,482 $ 7,482 $ 7,482
All Other Fees $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Total $ 56,900 $ 43,900 $ 58,500 $ 66,504 $ 42,672 $ 65,223
(1) Services include agreed-upon procedures in connection with the Funds'
semi-annual financial statements.
(2) Tax services in connection with the Funds' excise tax calculations and
review of the Funds' applicable tax returns.
Each Audit Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent auditors to
a Fund and (ii) all permissible non-audit services to be provided by the
independent auditors to CSAM, and any service provider to the Fund
controlling, controlled by or under common control with CSAM that provided
ongoing services to the Fund ("Covered Services Provider"), if the engagement
relates directly to the operations and financial reporting of the Fund. Each
Audit Committee may delegate its responsibility to pre-approve any such audit
and permissible non-audit services to the Chairperson of the Committee, and
the Chairperson shall report to the Committee, at its next regularly
scheduled meeting after the Chairperson's pre-approval of such services, his
or her decision(s). Each Audit Committee may also establish detailed
pre-approval policies and procedures for pre-approval of such services in
accordance with applicable laws, including the delegation of some or all of
the Committee's pre-approval responsibilities to other persons (other than
CSAM or a Fund's officers). Pre-approval by an Audit Committee of any
permissible non-audit services shall not be required so long as: (i) the
aggregate amount of all such permissible non-audit services provided to a
Fund, CSAM and any Covered Services Provider constitutes not more than 5% of
the total amount of revenues paid by the Fund to its independent auditors
during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
Fund at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Committee and approved
by the Committee (or its delegate(s)) prior to the completion of the audit.
The aggregate fees billed by PwC for non-audit services rendered to CH
for the fiscal years ended December 31, 2002 and December 31, 2003 were
$8,600 and $22,482, respectively. The aggregate fees billed by PwC for
non-audit services rendered to IF for the fiscal years ended December 31,
2002 and December 31, 2003 were $8,600 and $10,482, respectively. The
aggregate fees billed by PwC for non-audit services rendered to LAQ for the
fiscal years
12
ended December 31, 2002 and December 31, 2003 were $8,600 and $10,482,
respectively. The aggregate fees billed by PwC for non-audit services
rendered to CSAM and Covered Service Providers of CH for the fiscal years
ended December 31, 2002 and December 31, 2003 were $0 and $0, respectively.
The aggregate fees billed by PwC for non-audit services rendered to CSAM and
Covered Service Providers of IF for the fiscal years ended December 31, 2002
and December 31, 2003 were $0 and $0, respectively. The aggregate fees billed
by PwC for non-audit services rendered to CSAM and Covered Service Providers
of LAQ for the fiscal years ended December 31, 2002 and December 31, 2003
were $0 and $0, respectively. These amounts include fees for non-audit
services required to be pre-approved by the Funds' Audit Committees and fees
for non-audit services that did not require pre-approval by the Committees
because they did not directly relate to the Funds' operations and financial
reporting.
COMPENSATION
The following table shows certain compensation information for the
directors of each Fund for the fiscal year ended December 31, 2003. All officers
of the Funds are employees of and are compensated by CSAM. None of the Funds'
executive officers or directors who are also officers or directors of CSAM
received any compensation from any Fund for such period. None of the Funds has
any bonus, profit sharing, pension or retirement plans.
TOTAL COMPENSATION
FROM FUND AND FUND
AGGREGATE COMPENSATION COMPLEX PAID TO
NAME OF DIRECTOR FROM EACH FUND DIRECTORS*
------------------------------- ---------------------------------------- -------------------
CH IF LAQ
Non-Interested Nominees for Director:
Richard H. Francis N/A $ 7,000 N/A $ 94,375
George W. Landau $ 7,500 N/A $ 7,000 $ 36,000
Martin M. Torino N/A N/A $ 7,000 $ 21,000
Interested Nominee for Director:
William W. Priest, Jr. $ 7,500 $ 6,500 $ 7,000 $ 92,313
Non-Interested Directors:
Enrique R. Arzac $ 7,500 $ 7,000 $ 7,000 $ 80,125
James J. Cattano $ 7,500 N/A $ 7,000 $ 29,000
Lawrence J. Fox N/A $ 7,000 N/A $ 44,125
Steven N. Rappaport $ 1,750 N/A N/A $ 104,375
Riordan Roett N/A N/A $ 7,000 $ 7,000
Interested Directors:
Joseph D. Gallagher $ 0 $ 0 N/A $ 0
----------
* 50 funds comprise the Fund complex. See the "Directors" table for the
number of funds each director serves.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED
DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" EACH
NOMINEE FOR DIRECTOR FOR THAT FUND.
13
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
Based upon IF's review of filings made pursuant to Section 13 of the 1934
Act, as of February 20, 2004, to IF's knowledge no shareholder held 5% or more
of its Shares. The following table shows certain information concerning persons
who may be deemed beneficial owners of 5% or more of the Shares of CH or LAQ
because they possessed or shared voting or investment power with respect to the
Shares:
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENT OF SHARES
------------------------------------------------------- ------------------ ------------------
CH
Administradora de Fondos de Pensiones de Provida, S.A.* 2,374,199 23.41%
Avenida Pedro de Valdivia 100, 9th Floor
Santiago, Chile
A.F.P. Habitat S.A.** 2,374,199 23.41%
Avenida Providencia 1909 Piso 9 - Providencia
Santiago, Chile
LAQ
President and Fellows of Harvard College*** 1,341,056 21.21%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
----------
* As stated in Schedule 13D filed with the SEC on September 9, 2003.
** As stated in Schedule 13D filed with the SEC on August 11, 2003.
*** As stated in Schedule 13G/A filed with the SEC on February 12, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require
each 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 its review of the copies of such forms received by it and
written representations from such persons, each Fund believes that, for the
fiscal year ended December 31, 2003, all filing requirements applicable to such
persons were complied with except for the following:
CH
Joseph D. Gallagher: A Form 3 was not timely filed to report his
appointment as Director of the Fund on February 14, 2003. A Form 3 was filed on
May 28, 2003 to report this event.
Administradora de Fondos de Pensiones de Provida, S.A: A Form 3 was not
timely filed to report 10% ownership in the Fund as of July 25, 2003. A Form 3
was filed on September 30, 2003 to report this event.
14
Steven N. Rappaport: A Form 3 was not timely filed to report his
appointment as Director of the Fund on September 26, 2003. A Form 3 was filed on
December 18, 2003 to report this event.
LAQ
Laurence R. Smith: A Form 3 was not timely filed to report his appointment
as Chairman of the Fund on May 13, 2002. A Form 3 was filed on March 20, 2003 to
report this event. Mr. Smith resigned as Chairman of the Fund on May 21, 2003.
Yaroslaw Aranowicz: A Form 4 was not timely filed to report his sale of
shares of the Fund on May 14, 2003. A Form 4 was filed on June 5, 2003 to
report this event. Mr. Aranowicz resigned as Investment Officer of the Fund
on December 13, 2003.
IF
Boon Hong Yeo: 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
May 29, 2003 to report this event.
Enrique R. Arzac: A Form 3 was not timely filed to report his appointment
as Director of the Fund on March 21, 2000. A Form 3 was filed on July 2, 2003 to
report this event.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 2005 annual meeting of
shareholders, the shareholder proposal must be received by that Fund no later
than November 1, 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 a Fund's proxy materials.
Pursuant to the By-laws of each 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 (certified mail being recommended) and received at, the relevant Fund
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.
15
Any such notice by a shareholder to a Fund 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.
A 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, a 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 a Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY
CARD(S) 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 Meetings, other than
the matters set forth in this Joint Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the relevant Fund.
16
APPENDIX A
NOMINATING COMMITTEE CHARTER
This document serves as the Charter for the Nominating Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") advised by Credit Suisse Asset Management, LLC ("CSAM") listed on
Appendix A hereto (each such Charter being a separate Charter).
1. PURPOSE & SCOPE
(a) The Committee believes that it is in the best interest of the Fund and
its shareholders to seek highly-qualified candidates to serve as members of the
Board.
(b) The Committee shall, therefore, be responsible for recommending to the
Board persons to be nominated by the Board for election as directors at the
Fund's meetings of shareholders, special or annual, if any, or to fill any
vacancy on the Board that may arise between meetings of shareholders.
2. MEMBERSHIP
(a) The Committee for each Fund shall consist of all of the Directors who
are not "interested persons" of the Fund, as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), and, if applicable, "independent" as
such term is defined by the listing standards of the principal national
securities exchange upon which the Fund's shares are listed, if any.
(b) The Committee shall appoint its Chairperson by a majority vote.
(c) The compensation, if any, of the Committee members shall be as
determined by the Board.
3. NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES
(a) In nominating candidates, the Committee shall take into consideration
such factors as it deems appropriate. These factors may include judgment, skill,
diversity, financial literacy, experience with investment companies and other
organizations of comparable purpose, complexity, size and subject to similar
legal restrictions and oversight, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees thereof.
The Committee may, in its discretion, establish specific, minimum qualifications
or skills that must be met by Committee-nominated or shareholder-nominated
candidates.
(b) The Committee will consider candidates submitted by shareholders or
from other sources it deems appropriate. Any recommendation should be submitted
to the Secretary of the Fund, c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, New York, New York 10017. Any submission should include at a
minimum the following information: As to each individual proposed for election
or re-election as director, the name, age, business address, residence address
and principal occupation or employment of such individual, the class, series and
number of shares of stock of the Fund that are beneficially owned by such
individual, the date such shares were acquired and the investment intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested person" of the Fund (as defined in the 1940 Act), and information
regarding such individual that is sufficient, in the discretion of the
Committee, to make such determination, and all other information relating to
such individual that is required to be disclosed in solicitation of proxies for
election of directors in an election contest (even if an election contest is not
involved) or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of 1934, as amended,
and the rules thereunder (including
A-1
such individual's written consent to being named in the proxy statement as a
nominee and to serving as a director (if elected)). In the case of any Fund
holding a meeting of shareholders, any such submission in order to be
considered for inclusion in the Fund's proxy statement, should be submitted
by a date not later than the 120th calendar day before the date the Fund's
proxy statement was released to security holders in connection with the
Fund's previous year's annual meeting or, if the Fund has changed the meeting
date by more than 30 days or if no meeting was held the previous year, within
a reasonable time before the Fund begins to print and mail its proxy
statement. Any such submission must also be submitted by such date and
contain such information as may be specified in the Fund's By-laws, or as
required by any relevant stock exchange listing standards
4. ADDITIONAL RESPONSIBILITIES
(a) The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the directors, including any term
limits, limits on the number of boards (or committees) on which a director may
sit and mandatory retirement age.
(b) The Committee shall have the authority to retain and terminate any
search firm to be used to identify director nominees, subject to the Board's
sole authority to approve the search firm's fees and other retention terms.
(c) The Committee shall be responsible for overseeing an annual evaluation
of the Board and its committee structure to determine whether the Board and its
committee structure is functioning effectively. The Committee shall determine
the nature of the evaluation, supervise the conduct of the evaluation and
prepare an assessment of the performance of the Board and its committees, to be
discussed with the Board.
(d) The Committee shall have the authority to delegate all or a portion of
its duties and responsibilities to a subcommittee of the Committee.
(e) The Committee shall have any other duties or responsibilities
expressly delegated to the Committee by the Board from time to time relating to
the nomination of the Board members or any Committee members.
5. PROCEDURAL MATTERS
(a) The Committee shall meet at least once a year.
(b) The Committee shall keep written minutes of its meetings, which
minutes shall be maintained with the books and records of the Fund, and the
Committee shall report to the Board on its meetings.
(c) The Committee shall, from time to time as it deems appropriate, review
and reassess the adequacy of this Charter and recommend any proposed changes to
the Board for approval. The Charter shall be posted on the Fund's website.
(d) The Committee shall have the resources and authority to make
reasonable expenditures, including expenditures to retain any experts and
counsel related to the aforementioned duties and tasks, that will be reimbursed
by the Fund.
February 2004
A-2
APPENDIX A
OPEN-END FUNDS:
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional High Yield Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Municipal Money Fund
Credit Suisse U.S. Government Money Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Growth Portfolio
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
A-3
High Yield Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED - END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
A-4
APPENDIX B
AUDIT COMMITTEE CHARTER
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") advised by Credit Suisse Asset Management, LLC ("CSAM") listed on
Appendix A hereto (each such Charter being a separate Charter).
The primary purposes of the Committee are to:
- assist Board oversight of
1. the integrity of the Fund's financial statements
2. the independent auditor's qualifications and independence
3. the Fund's compliance with legal and regulatory requirements
4. the performance of the Fund's independent auditors
- prepare an audit committee report, if required by the SEC, to be
included in the Fund's annual proxy statement, if any;
- oversee the scope of the annual audit of the Fund's financial
statements, the quality and objectivity of the Fund's financial statements,
the Fund's accounting and financial reporting policies and practices and
its internal controls;
- determine the selection, appointment, retention and termination of the
Fund's independent auditors, as well as approving the compensation of the
auditors;
- pre-approve all audit and non-audit services provided to the Fund and
certain other persons (as described in 2(b) below) by such independent
auditors; and
- act as a liaison between the Fund's independent auditors and the
Board.
The Fund's independent auditors shall report directly to the Committee.
The primary function of the Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews in
accordance with generally accepted auditing standards.
In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full-time employees of the Fund. As such, it
is not the duty or responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures
or to set auditor independence standards. Each member of the Committee shall
be entitled to rely on (i) the integrity of those persons and organizations
within and outside the Fund from which it receives information, (ii) the
accuracy of the financial and other information provided to the Committee by
such persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Fund's Board) and (iii) statements made by
the officers and employees of the Fund, CSAM or other third parties as to any
information technology, internal audit and other non-audit services provided
by the independent auditors to the Fund. In addition, the evaluation of the
Fund's financial statements by the Committee
B-1
is not of the same scope as, and does not involve the extent of detail as,
audits performed by the independent auditors, nor does the Committee's
evaluation substitute for the responsibilities of the Fund's management for
preparing, or the independent auditors for auditing, the financial statements.
The designation of a person as an "audit committee financial expert"
("ACFE"), within the meaning of the rules adopted and implemented under Section
407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the
duties and obligations of other Committee members or the Board.
1. (a) The Committee shall consist of at least three Board members
none of whom is an "interested person," as that term is defined
in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "Independent Board Members"), each of whom shall be
financially literate and able to read and understand fundamental
financial statements, including the Fund's balance sheet, income
statement and cash flow statement, and at least one of whom shall
have accounting or related financial management expertise as
determined by the Fund's Board in its business judgment. Each
member of the Committee must also meet the New York Stock
Exchange's independence requirements for audit committee members
of listed companies and the independence requirements applicable
to investment companies set forth in Rule 10A-3 under the
Securities Exchange Act of 1934. If one or more members of the
Committee qualify as an ACFE, at least one such member shall be
designated as the Committee's ACFE. The Committee shall elect a
chairperson, who shall preside over Committee meetings (the
"Chairperson"). The Chairperson shall serve as such until his
successor is selected by the Committee.
(b) With respect to any subsequent changes to the composition of
the Committee, and otherwise approximately once each year, the
Board of Directors shall determine:
(i) that each member of the Audit Committee is
"independent" pursuant to the NYSE's governance
standards or applicable law or, in the case of a Fund
whose securities are listed on the American Stock
Exchange ("AMEX"), pursuant to the governance
standards of the AMEX);
(ii) that each Audit Committee member is financially
literate and able to read and understand fundamental
financial statements, including the Fund's balance
sheet, income statement and cash flow statement;
(iii) that at least one of the Committee members has
accounting or related financial management expertise
and, for a Fund whose securities are listed on the
AMEX, is "financially sophisticated" pursuant to AMEX
rules; and
(iv) the adequacy of the Charter.
2. To carry out its purposes, the Committee shall have the following
duties and powers to be exercised at such times and in such
manner as the Committee shall deem necessary or appropriate:
(a) to determine, and recommend to the Independent Board Members
for their ratification and approval, the selection, appointment,
compensation, retention and termination and to oversee the work,
of the Fund's independent auditors (or any other public
accounting firm engaged for the purposes of performing other
audit, review or attest services for the Fund) and, in connection
therewith, to resolve any disagreements between management and
the independent auditors regarding financial reporting and to
evaluate the independence of the independent auditors;
B-2
(b) to pre-approve (i) all audit and permissible non-audit
services(1) to be provided by the independent auditors to the
Fund, and (ii) all permissible non-audit services to be
provided by the independent auditors to CSAM and any service
provider to the Fund controlling, controlled by or under
common control with CSAM that provides ongoing services to the
Fund ("Covered Services Provider"), if the engagement relates
directly to the operations and financial reporting of the
Fund. The Committee may delegate its responsibility to
pre-approve any such audit and permissible non-audit services
to the Chairperson of the Committee, and the Chairperson shall
report to the Committee, at its next regularly scheduled
meeting after the Chairperson's pre-approval of such services,
his or her decision(s). The Committee may also establish
detailed pre-approval policies and procedures for pre-approval
of such services in accordance with applicable laws, including
the delegation of some or all of the Committee's pre-approval
responsibilities to other persons (other than CSAM or the
Fund's officers);
(c) to meet with the Fund's independent auditors, including
meetings apart from management, on a regular basis: (i) to review
the arrangements for and scope of the proposed annual audit and
any special audits; (ii) to review the scope of non-audit
services being provided and proposed to be provided; (iii) to
discuss any matters of importance relating to the Fund's
financial statements, including any adjustments to such
statements recommended by the independent auditors, or other
results of said audits; (iv) to consider the independent
auditor's comments communicated to the Committee with respect to
the Fund's financial policies, procedures and internal accounting
controls and management's responses thereto; (v) to obtain
annually in writing from the independent auditors their letter as
to the adequacy of such controls as required by Form N-SAR; (vi)
to review the form of report the independent auditors propose to
render to the Board and shareholders; and (vii) to discuss with
the independent auditors any disclosed relationships or services
that may diminish the objectivity and independence of the
independent auditors, receive reports at least annually from the
independent auditors regarding their independence (including
receiving the independent auditors' specific representations as
to independence consistent with current statements of the
Independence Standards Board), and discuss such reports with the
independent auditors, and, if so determined by the Committee,
recommend that the Board take appropriate action to ensure the
independence of the independent auditors;
(d) to review with the Fund's management and independent
auditors: (i) critical accounting policies and practices applied
by the Fund and communicated to the Committee by the independent
auditors and/or management in preparing its financial statements;
(ii) alternative treatments within generally accepted accounting
principles for policies and practices related to material items
that have been discussed with management communicated to the
Committee; (iii) other material written communications between
the independent auditors and the Fund, including any
----------
(1) The Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent auditors to the
registrant and (ii) all permissible non-audit services to be provided by the
independent auditors to CSAM and any service provider to the registrant
controlling, controlled by or under common control with CSAM that provided
ongoing services to the registrant ("Covered Services Provider") if the
engagement relates directly to the operations and financial reporting of the
registrant. The Committee may delegate its responsibility to pre-approve any
such audit and permissible non-audit services to the Chairperson of the
Committee, and the Chairperson shall report to the Committee, at its next
regularly scheduled meeting after the Chairperson's pre-approval of such
services, his or her decision(s). The Committee may also establish detailed
pre-approval policies and procedures for pre-approval of such services in
accordance with applicable laws, including the delegation of some or all of the
Committee's pre-approval responsibilities to other persons (other than CSAM or
the registrant's officers). Pre-approval by the Committee of any permissible
non-audit services shall not be required so long as: (i) the aggregate amount of
all such permissible non-audit services provided to the registrant, CSAM and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the registrant to its independent auditors during the fiscal
year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by the registrant at the time
of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
B-3
management letter, report on observations and recommendations
on internal controls, report of any unadjusted differences
(including a listing of adjustments and reclassifications not
recorded, if any) communicated to the Committee, engagement
letter and independence letter; and (iv) any audit problems or
difficulties and management's response, including any
restrictions on the scope of the auditor's activities or on
access to requested information, and any significant
disagreements with management;
(e) to consider and evaluate the effect upon the Fund of
significant changes in accounting principles, practices, controls
or procedures proposed or contemplated by management or the
independent auditors;
(f) to discuss with management policies and guidelines with
respect to risk assessment and risk management affecting the
Fund, and the steps taken to monitor and control such risks and
exposures;
(g) to discuss the types of information to be disclosed in press
releases concerning dividends, as well as financial information
provided to analysts and rating agencies, and the type of
presentation to be made;
(h) to establish procedures for the receipt, retention and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of the Fund and
its service providers (as and to the extent required with respect
to service providers by applicable rules, regulations or listing
requirements) of concerns regarding questionable accounting or
auditing matters pertaining to the Fund;
(i) to establish policies governing the hiring by the Fund of
employees or former employees of the independent auditors
consistent with government regulations;
(j) at least annually, to obtain and review a report by the
Fund's independent auditors describing: (1) the audit firm's
internal quality-control procedures; (2) any material issues
raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out
by the audit firm, and any steps taken to deal with any such
issues; and (3) for the purpose of assessing the auditor's
independence, all relationships between the independent auditors
and the Fund;
(k) to review and evaluate the qualifications, performance and
independence of the lead audit partner of the independent
auditors on the Fund's engagement;
(l) to assure the regular rotation of such lead audit partner
and the reviewing partner, and to consider whether there should
be a regular rotation of the audit firm itself;
(m) to review and discuss the Fund's audited and unaudited
financial statements with management and, in the case of the
audited financials, the independent auditor, including the Fund's
disclosure of management's discussion of Fund performance, and to
recommend to the Board, as appropriate, the inclusion of the
Fund's audited financial statements in the Fund's annual report;
and
(n) to report regularly to the full Board any issues that arise
with respect to: (1) the quality or integrity of the Fund's
financial statements, (2) the Fund's compliance with legal or
regulatory requirements and (3) the performance and independence
of the Fund's independent auditors, and make such recommendations
with respect to the matters within the scope of its authority and
other matters, as the Committee may deem necessary or
appropriate.
(o) to meet periodically with Fund management on all relevant
matters, apart from the Fund's independent auditors;
B-4
3. The Committee shall meet as frequently as necessary to carry out
its obligations, but not less frequently than twice a year, and
shall hold special meetings as circumstances require. A majority
of the total number of members of the Committee shall constitute
a quorum of the Committee. A majority of the members of the
Committee present shall be empowered to act on behalf of the
Committee. The Committee shall regularly meet (typically, on the
same day as regular Committee meetings) with the Fund's
management and with the personnel of the Fund's administrator.
Members of the Committee may participate in a meeting of the
Committee in person or by means of a conference call or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
4. The Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to
retain, as it deems necessary to carry out its duties, special
counsel and other experts or consultants at the expense of the
Fund. The Fund shall provide appropriate funding for the
Committee to carry out its duties and its responsibilities,
including appropriate funding, as determined by the Committee (a)
for payment of compensation to the Fund's independent auditors or
other public accounting firm providing audit, review or attest
services for the Fund, (b) for payment of compensation to any
advisors employed by the Committee and (c) for the ordinary
administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties. In performing its duties,
the Committee shall consult as it
deems appropriate with the members of the Board, officers and
employees of the Fund, CSAM, the Fund's sub-advisor(s), if any,
the Fund's counsel and the Fund's other service providers.
5. The Committee shall evaluate its performance under this Charter
annually.
6. The Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board
also shall review and approve this Charter at least annually.
7. This Charter may be altered, amended or repealed, or a new
Charter may be adopted, by the Board by the affirmative vote of a
majority of all of the members of the Board, including a majority
of the "non-interested" Board members (within the meaning of the
Investment Company Act of 1940, as amended).
8. The Chief Executive Officer (the "CEO") of each Fund shall
certify to the Audit Committee of each Fund annually that he is
not aware of any violation by the Fund of any corporate
governance standards or policies to which the Fund is subject. In
addition, the CEO of the Fund must promptly notify the relevant
Audit Committee in writing after any executive officer of the
Fund becomes aware of any material non-compliance with any
applicable corporate governance listing standard or policy.
9. FOR CLOSED-END FUNDS ONLY. (a) Each Fund whose securities are
listed on the New York Stock Exchange ("NYSE") shall provide the
NYSE, with respect to any subsequent changes to the composition
of the Audit Committee or otherwise approximately once each year,
written confirmation of the determinations required by Section
1(b) above insofar as Section 1(b) relates to NYSE requirements.
(b) The CEO of each Fund whose securities are listed on the NYSE
shall certify to the NYSE annually that he is not aware of any
violation by the Fund of the NYSE corporate governance listing
standards and such certification shall be included in the Fund's
annual report to shareholders. If the CEO of any such Fund
provides notice to the NYSE upon receipt of a report by any
executive officer of any material non-compliance with any
applicable provisions of the NYSE corporate governance listing
standards, copies of any such certification or notice shall be
provided to the Audit Committee of the relevant Fund.
(c) If a Fund whose securities are listed on the AMEX
provides the AMEX notice upon receipt of a report by an
executive officer of any material non-compliance with the
requirements of Rule 10A-3 under the Securities Exchange Act
of 1934 relating to audit committees, copies of any such
notice shall be provided to the Audit Committee of the
relevant Fund.
Adopted: Effective February 12, 2004
B-5
APPENDIX A
OPEN-END FUNDS:
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional High Yield Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Municipal Money Fund
Credit Suisse U.S. Government Money Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Growth Portfolio
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
High Yield Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED - END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY
FUND, INC.
-----------------------------------
APRIL 21 AND 22, 2004
3019-PS-04
3911-PS-04
3913-PS-04
INDEPENDENT AUDITORS
On page 12 of the Proxy Statement, the amount of the Audit Fees paid to
PwC for services rendered to LAQ for its fiscal year ended December 31, 2003,
should be $54,741.
PROXY
THE CHILE FUND, INC.
This Proxy is Solicited on Behalf of the Board of The Chile Fund, Inc.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 2004
The undersigned hereby appoints each of Hal Liebes and Michael A.
Pignataro, each with the full power of substitution, and hereby authorizes them
to represent and vote, as designated on the reverse side and in accordance with
their judgment on such other matters as may properly come before the meeting or
any adjournments thereof, all shares of The Chile Fund, Inc. (the "Fund") that
the undersigned is entitled to vote at the annual meeting of shareholders of the
Fund to be held at the offices of Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017, on April 21, 2004 at
3:00 p.m., New York time.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/X/Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner directed
therein by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" the nominees in Proposal 1.
1. Election of Directors
Nominees: (01) George W. Landau
(02) William W. Priest, Jr.
FOR NOMINEES / / / / WITHHOLD FROM NOMINEES
The proxies are authorized to vote upon such other business that may properly
come before the Meeting or any adjournment or adjournments thereof.
VOTE THIS CARD TODAY
By mail; phone (1-866-800-8817)
MARK HERE FOR ADDRESS CHANGES AND NOTE AT LEFT / /
NOTE: Please sign exactly as name(s) appear(s) hereon. Joint owners
should each 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
----------- ----------------
PROXY
THE LATIN AMERICA EQUITY FUND, INC.
This Proxy is Solicited on Behalf of the Board of The Latin
America Equity Fund, Inc.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 2004
The undersigned hereby appoints each of Hal Liebes and Michael A.
Pignataro, each with the full power of substitution, and hereby authorizes them
to represent and vote, as designated on the reverse side and in accordance with
their judgment on such other matters as may properly come before the meeting or
any adjournments thereof, all shares of The Latin America Equity Fund, Inc. (the
"Fund") that the undersigned is entitled to vote at the annual meeting of
shareholders of the Fund to be held at the offices of Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York 10017, on
April 21, 2004 at 4:00 p.m., New York time.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/X/Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner directed
therein by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" the nominees in Proposal 1.
3. Election of Directors
Nominees: (01) Martin Torino
(02) William W. Priest, Jr.
FOR NOMINEES / / / / WITHHOLD FROM NOMINEES
The proxies are authorized to vote upon such other business that may properly
come before the Meeting or any adjournment or adjournments thereof.
VOTE THIS CARD TODAY
By mail; phone (1-866-800-8817)
MARK HERE FOR ADDRESS CHANGES AND NOTE AT LEFT / /
NOTE: Please sign exactly as name(s) appear(s) hereon. Joint owners should
each 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
----------- ----------------