UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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Information
required in Proxy Statement
Schedule 14A Information
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
THE CHILE FUND,
INC. |
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(Name of Registrant as Specified In Its Charter) |
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Not Applicable |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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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. |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
Eleven Madison Avenue
24th Floor
New York, New York 10010
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on April 26, 2007
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, Eleven Madison Avenue (between 24th and 25th streets), 24th Floor, New York, New York 10010, on the following dates and times:
The First Israel Fund, Inc. ("ISL") | April 26, 2007 | 2 | :30 p.m. | ||||||||
The Chile Fund, Inc. ("CH") | April 26, 2007 | 3 | :30 p.m. | ||||||||
The Latin America Equity Fund, Inc. ("LAQ") | April 26, 2007 | 4 | :00 p.m. | ||||||||
The Indonesia Fund, Inc. ("IF") | April 26, 2007 | 4 | :30 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 and one Director for a two-year term;
ISL 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 26, 2007 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 to shareholders on or about March 2, 2007.
By Order of each Board of Directors
J. KEVIN GAO
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 2, 2007
New York, New York
(This page has been left blank intentionally.)
THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
(each a "Fund" and collectively, the "Funds")
Eleven Madison Avenue
24th Floor
New York, New York 10010
Joint Proxy Statement for the
Annual Meetings of Shareholders
To Be Held on April 26, 2007
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 of the Funds to be held at the offices of Credit Suisse Asset Management, LLC ("Credit Suisse"), Eleven Madison Avenue (between 24th and 25th Streets), 24th Floor, New York, New York 10010 on April 26, 2007 for all the Funds, 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, Credit Suisse, 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 one-fourth by each Fund. This Joint Proxy Statement is expected to be mailed to shareholders on or about March 2, 2007.
Credit Suisse has its principal executive office at Eleven Madison Avenue, 24th Floor, New York, New York 10010. 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 Limited ("Credit Suisse Australia"), located at Level 31, Gateway Building, 1 Macquarie Place, Sydney, NSW 2000, serves as investment sub-adviser to The Indonesia Fund, Inc. ("IF"). Credit Suisse Asset Management Limited ("Credit Suisse UK"), located at One Cabot Square, London, UK E14 4QJ, and Analyst Exchange and Trading Services, Ltd., located at 46 Rothschild Blvd., Tel Aviv, Israel, 66883 serve as investment sub-advisers to The First Israel Fund, Inc. ("ISL").
The Annual Reports, containing audited financial statements for the fiscal year ended December 31, 2006 for CH, ISL, LAQ and IF accompany this Joint Proxy Statement. They are not to be regarded as proxy-soliciting material.
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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 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, Eleven Madison Avenue, 24th Floor, New York, New York 10010) 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" any proposal in favor of such adjournment and will vote those proxies required to be voted "AGAINST" any proposal against any such adjournment. 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.
The election of a Director at each Meeting will require that the successful candidate(s) receive 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.
Credit Suisse 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 26, 2007, the following number of Shares of each Fund were issued and outstanding:
CH | 10,139,926 Shares | ||||||
ISL | 4,259,295 Shares | ||||||
LAQ | 6,322,240 Shares | ||||||
IF | 8,266,286 Shares |
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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 this 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 this 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; and
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.
ISL | April 26, 2007 | 2 | :30 p.m. | ||||||||
CH | April 26, 2007 | 3 | :30 p.m. | ||||||||
LAQ | April 26, 2007 | 4 | :00 p.m. | ||||||||
IF | April 26, 2007 | 4 | :30 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 will serve until the Annual Meeting in the year noted below of the Fund(s) on the Board(s) of which he sits or until his successor is elected and qualified. Each nominee has indicated an intention 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: |
Lawrence J. Fox (Class II Director, three-year term ending 2010) Martin M. Torino (Class II Director, three-year term ending 2010) Lawrence D. Haber (Class I Director, two-year term ending 2009) |
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LAQ: |
Martin M. Torino (Class I Director, three-year term ending 2010) Lawrence D. Haber (Class I Director, three-year term ending 2010) |
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IF: | James J. Cattano (Class I Director, three-year term ending 2010) | ||||||
ISL: |
Phillip Goldstein (Class I Director, three-year term ending 2010) Lawrence J. Fox (Class I Director, three-year term ending 2010) |
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Information about each nominee is set forth in more detail below.
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 principal 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
Name, Address and Date of Birth |
Position(s) Held With Fund(s) |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years |
Number of Portfolios in Fund Complex Overseen By Director |
Other Directorships Held By Director |
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Non-Interested Nominees for Director: | |||||||||||||||||||||||
James J. Cattano c/o Primary Resources, Inc. 5100 Tamiami Trail N. Naples, FL 34103 Date of Birth: 06/24/43 |
CH, LAQ and ISL: Director, Audit Committee Chairman and Nominating Committee Member | CH: Since 1989; current term ends at the 2008 annual meeting LAQ: Since 1990; current terms ends at the 2008 annual meeting ISL: Since 2005; current term ends at the 2008 annual meeting | President, Primary Resources, Inc. (an international trading and manufacturing company specializing in the sale of agricultural commodities throughout Latin American markets) since October 1996 | 6 | None | ||||||||||||||||||
Lawrence J. Fox One Logan Square 18th & Cherry Streets Philadelphia, Pennsylvania 19103 Date of Birth: 07/17/43 |
CH, LAQ and ISL: Director, Nominating and Audit Committee Member IF: Director, Nominating Committee Chairman and Audit Committee Member | LAQ: Since 2006; current term ends at the 2009 annual meeting CH and ISL: current term ends at the 2007 meeting IF: Since 2000; current term ends at the 2008 annual meeting | Partner, Drinker Biddle & Reath (law firm) since 1972 | 6 | Director, Winthrop Trust Company | ||||||||||||||||||
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Name, Address and Date of Birth |
Position(s) Held With Fund(s) |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years |
Number of Portfolios in Fund Complex Overseen By Director |
Other Directorships Held By Director |
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Phillip Goldstein 60 Heritage Drive Pleasantville, NY 10570 Date of Birth: 01/28/45 |
ISL: Director, Nominating and Audit Committee Member | ISL: Since 2005; current term ends at the 2007 annual meeting | Investment Adviser, Opportunity Partners L.P. since 1992 | 2 | Director, Brantley Capital Corporation Director, Mexico Equity and Income Fund | ||||||||||||||||||
Martin M. Torino c/o Credit Suisse Asset Management, LLC Attn: General Counsel Eleven Madison Avenue New York, New York 10010 Date of Birth: 08/14/49 |
LAQ and CH: Director, Nominating and Audit Committee Member | LAQ: Since 1990; current term ends at the 2007 annual meeting CH: Since 2005; current term ends at the 2007 annual meeting | Chief Executive Officer and Director of Celsur Logistica S.A. (Logistics) since 2002: Chairman of the Board of Ingenio y Refineria San Martin Del Tabacal S.A. (a sugar refinery) from August 1996 to 2000 | 3 | None | ||||||||||||||||||
Interested Nominee for Director: | |||||||||||||||||||||||
Lawrence D. Haber* c/o Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 06/27/51 |
LAQ, IF and ISL: Director | LAQ: Since 2006; current term ends at the 2007 meeting. IF: Since 2006; current term ends at the 2008 meeting. ISL: Since 2006; current term ends at the 2009 meeting | Managing Director and Chief Operating Officer of Credit Suisse; member of Credit Suisse's Management Committee; Chief Financial Officer of Merrill Lynch Investment Managers from 1997 to 2003 | 6 | None | ||||||||||||||||||
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Name, Address and Date of Birth |
Position(s) Held With Fund(s) |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years |
Number of Portfolios in Fund Complex Overseen By Director |
Other Directorships Held By Director |
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Non-Interested Directors: | |||||||||||||||||||||||
Enrique R. Arzac c/o Credit Suisse Asset Management, LLC Attn: General Counsel Eleven Madison Avenue New York, New York 10010 Date of Birth: 10/02/41 |
CH, LAQ and ISL: Chairman of the Board of Directors, Nominating Committee Chairman and Audit Committee Member IF: Chairman of the Board of Directors, Nominating and Audit Committee Member | CH, LAQ, and ISL: Since 1996; Chairman since 2005; current term ends at the 2009 annual meeting IF: Since 2000; Chairman since 2005; current term ends at the 2009 annual meeting | Professor of Finance and Economics, Graduate School of Business, Columbia University since 1971 | 37 | Director of Epoch Holding Corporation (an investment management and advisory services company); Director of The Adams Express Company (a closed-end investment company); Director of Petroleum and Resources Corporation (a closed-end investment company) | ||||||||||||||||||
Steven N. Rappaport c/o Lehigh Court, LLC 40 East 52nd Street New York, New York 10022 Date of Birth: 07/10/48 |
CH, LAQ, IF and ISL: Director, Nominating and Audit Committee Member | CH: Since 2003; current terms ends at the 2008 annual meeting IF: Since 2005, current term ends at the 2009 annual meeting LAQ: Since 2005; current term ends at the 2008 annual meeting ISL: Since 2005; current term ends at the 2008 annual meeting | Partner of Lehigh Court, LLC and RZ Capital (private investment firms) from July 2002 to present; Transition Adviser to SunGard Securities Finance, Inc. from February 2002 to July 2002; President of SunGard Securities Finance, Inc. from 2001 to February 2002; President of Loanet, Inc. (an on-line accounting service) from 1997 to 2001 | 37 | Director of iCAD, Inc. (a surgical and medical instruments and apparatus company); Director of Presstek, Inc. digital imaging technologies company); Director of Wood Resources LLC (a plywood manufacturing company) | ||||||||||||||||||
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OFFICERS
Name, Address and Date of Birth |
Positions(s) Held With Fund(s) |
Length of Time Served |
Principal Occupation(s) During the Past Five Years |
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Matthew J. K. Hickman Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 01/21/64 |
CH and LAQ: Chief Investment Officer | CH and LAQ: Since 2004 | Director of Credit Suisse; Associated with Credit Suisse since December 2003; Financial Advisor with Global Advisors from July 2003 to November 2003; General Manager of Compass Group Investment Advisors S.A. from February 2002 to July 2003; Financial Advisor with Credit Suisse First Boston from August 2000 to February 2002; Director ABN AMRO from September 1998 to August 2000; Officer of other Credit Suisse Funds | ||||||||||||
Neil Gregson c/o Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 05/10/62 |
ISL: Chief Investment Officer | ISL: Since 2004 | Managing Director of Credit Suisse Asset Management Limited; Associated with Credit Suisse since 1990 | ||||||||||||
Boon Hong Yeo c/o Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 05/02/60 |
IF: Chief Investment Officer | IF: Since 2003 | Director of Credit Suisse Australia; Director of AIB Govett (Asia) Limited from October 2001 to April 2002; Managing Director of Zenith Asset Management Singapore from January 2001 to September 2001; Associate Director of CMG First State Singapore from 1994 to 2000 | ||||||||||||
Keith M. Schappert Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 1/14/51 |
CH, LAQ, IF and ISL: Chief Executive Officer and President | CH, LAQ, IF and ISL: Since 2007 | Executive Vice Chairman and Head of Asset Management for Americas; Managing Director of Credit Suisse; Associated with Credit Suisse since 2006; Chief Executive Officer and President of Federated Investment Advisory companies from 2002 to March 2006; Chief Executive Officer and President of JP Morgan Investment Management from April 1994 to November 2001; Officer of other Credit Suisse Funds | ||||||||||||
Michael A. Pignataro Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 11/15/59 |
CH, LAQ, IF and ISL: Chief Financial Officer | CH, LAQ, IF and ISL: Since 1993 | Director and Director of Fund Administration of Credit Suisse; Associated with Credit Suisse or its predecessor since 1984; Officer of other Credit Suisse Funds | ||||||||||||
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Name, Address and Date of Birth |
Positions(s) Held With Fund(s) |
Length of Time Served |
Principal Occupation(s) During the Past Five Years |
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Emidio Morizio Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 09/21/66 |
CH, LAQ, IF and ISL: Chief Compliance Officer | CH, LAQ, IF and ISL: Since 2004 | Director and Global Head of Compliance of Credit Suisse; Associated with Credit Suisse since July 2000; Vice President and Director of Compliance of Forstmann-Leff Associates from 1998 to June 2000; Officer of other Credit Suisse Funds | ||||||||||||
J. Kevin Gao Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 10/13/67 |
CH, LAQ, IF and ISL: Senior Vice President and Secretary since 2004, and Chief Legal Officer since 2006 | CH, LAQ, IF and ISL: Since 2004 | Director and Legal Counsel of Credit Suisse; Associated with Credit Suisse since July 2003; Associated with the law firm of Willkie Farr & Gallagher LLP from 1998 to 2003; Officer of other Credit Suisse Funds | ||||||||||||
Robert Rizza Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Date of Birth: 12/09/65 |
CH, LAQ, IF and ISL: Treasurer | CH, LAQ, IF and ISL: Since 1999 | Vice President of Credit Suisse; Associated with Credit Suisse since 1998; Officer of other Credit Suisse Funds | ||||||||||||
* Mr. Haber is an "interested person" of the Fund (as defined in the Investment Company Act of 1940 (the "1940 Act")) by virtue of his current position as an officer of Credit Suisse. Mr. Haber was a member of the CH Board until his resignation on May 17, 2006.
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 Credit Suisse Family of Investment Companies (as defined below) beneficially owned by each Director or nominee.
Name of Director or Nominee Aggregate Dollar Range of Equity Securities in All Funds Overseen by |
Dollar Range of Equity Securities Owned*(1)(2) |
Director or Nominee in Credit Suisse Family of Investment Companies*(1)(3) |
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Non-Interested Nominees for Director: |
James J. Cattano | CH: | C | E | ||||||||||||
LAQ: | C | ||||||||||||||
ISL: | B | ||||||||||||||
Lawrence J. Fox | CH: | B | D | ||||||||||||
LAQ: | B | ||||||||||||||
IF: | B | ||||||||||||||
ISL: | B | ||||||||||||||
Phillip Goldstein | ISL: | B | E | ||||||||||||
Martin M. Torino | CH: | B | D | ||||||||||||
LAQ: | C | ||||||||||||||
Interested Nominee for Director: | |||||||||||||||
Lawrence D. Haber | LAQ: | C | E | ||||||||||||
IF: | C | ||||||||||||||
ISL: | C |
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Name of Director or Nominee Aggregate Dollar Range of Equity Securities in All Funds Overseen by |
Dollar Range of Equity Securities Owned*(1)(2) |
Director or Nominee in Credit Suisse Family of Investment Companies*(1)(3) |
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Non-Interested Directors: |
Enrique R. Arzac | CH: | C | E | ||||||||||||
LAQ: | D | ||||||||||||||
IF: | C | ||||||||||||||
ISL: | D | ||||||||||||||
Steven N. Rappaport | CH: | C | E | ||||||||||||
LAQ: | D | ||||||||||||||
IF: | D | ||||||||||||||
ISL: | D |
* 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, 2006. "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) "Credit Suisse Family of Investment Companies" means those registered investment companies that share Credit Suisse 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, 2006, 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 Credit Suisse or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Credit Suisse.
During the fiscal year ended December 31, 2006, each Director who was not a director, officer, partner, co-partner or employee of Credit Suisse, the Administrator or any affiliate thereof, received an annual fee of $10,000 and $1,000 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. Effective January 1, 2007, the annual fee will increase to $10,800. The total remuneration paid or accrued by CH, LAQ, ISL and IF during the fiscal year ended December 31, 2006 to all such unaffiliated Directors was $88,083, $74,083, $77,083 and $66,000, respectively. Each Director of CH, LAQ, IF and ISL receives fifty percent of his annual fee in the form of shares purchased by the Fund's transfer agent in the open market on his behalf.
During the fiscal year ended December 31, 2006 for ISL, LAQ and IF, each Board convened six times. During the fiscal year ended December 31, 2006, the Board of CH convened nine 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.
At a meeting of CH's Nominating Committee held on February 15, 2007, the Nominating Committee (with the nominees abstaining from voting) nominated Mr. Haber for a two-year term and Messrs. Fox and Torino each for a three-year term. At a meeting of LAQ's Nominating Committee held on February 15, 2007, the Nominating Com
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mittee (with the nominees abstaining from voting) nominated Messrs. Torino and Haber each for a three-year term. At a meeting of IF's Nominating Committee held on February 15, 2007, the Nominating Committee (with the nominee abstaining from voting) recommended and nominated Mr. Cattano for a three-year term. At a meeting of ISL's Nominating Committee held on February 15, 2007, the Nominating Committee (with the nominees abstaining from voting) nominated Messrs. Goldstein and Fox each for a three-year term.
Legal Matters
Mr. Phillip Goldstein, nominee for directorship of ISL, is president of Kimball & Winthrop, Inc., the managing general partner of Bulldog Investors General Partnership ("Bulldog Investors"). The Massachusetts Securities Division has filed a complaint against Bulldog Investors, Mr. Goldstein and a number of other entities and individuals ("Defendants") alleging that Defendants have violated Massachusetts law. The allegations stem from content available on Bulldog Investors' website and material sent via email to an individual requesting information on the website. The Massachusetts Securities Division alleges that the provision of materials on the website and via email constitutes an unregistered public offering of securities. The Defendants have answered these allegations and asserted that they have not violated Massachusetts law because they have not solicited investors over their website or via email and that the materials provided on their website and via email do not constitute a public offering and, in any event, are protected speech under the First Amendment. The issues raised in this litigation do not in any way involve or relate to the Fund, the Adviser or the Sub-Adviser or to any of the Fund's Directors other than Mr. Goldstein. Even if the determination is adverse to Mr. Goldstein, such determination will not affect the Fund or its operations.
Board Committees
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 (as such term is defined by the listing standards of the American Stock Exchange ("AMEX")). Each of the Audit Committees of ISL, LAQ and IF convened three times during the fiscal year ended December 31, 2006. The Audit Committee of CH convened four times during the fiscal year ended December 31, 2006. Each Fund's Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting that Fund.
Messrs. Arzac, Cattano, Fox, Rappaport and Torino constitute CH's and LAQ's Nominating Committee; Messrs. Arzac, Fox, Francis* and Rappaport constitute IF's Nominating Committee; and Messrs. Arzac, Cattano, Fox, Goldstein and Rappaport constitute ISL's Nominating Committee, each of which is composed of Directors who are not interested persons of the applicable Fund and who are independent of that Fund (as such term is defined by the AMEX's listing standards). Each Fund's Nominating Committee convened three times during the fiscal year ended December 31, 2006.
Each Fund's Nominating Committee selects and nominates Directors. 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.
The Nominating 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, Eleven Madison Avenue, 24th Floor, New York, New York 10010. Any submission should
* Mr. Francis will be retiring upon the election of Directors at the upcoming annual meeting of shareholders.
10
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 a 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 a Fund (as defined in the 1940 Act), and information regarding such individual that is sufficient, in the discretion of the Nominating 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 1934 Act, and the rules thereunder (including 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 a Fund's By-laws, or as required by any relevant stock exchange listing standards.
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.
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 registered public accounting firm, reviewing annual financial statements, approving the selection of that Fund's independent registered public accounting firm 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 Credit Suisse 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 registered public accounting firm is responsible for planning and carrying out audits in accordance with standards established by the Public Accounting Oversight Board (United States).
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, 2006. Each Audit Committee has also met with the Funds' independent registered public accounting firm, PwC, and discussed with it 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 from PwC the letter required by the Securities and Exchange Commission's (the "SEC") independence rules describing any relationships between it and the applicable Fund, Credit Suisse and its affiliates that may be thought to bear upon the independence of the
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independent registered public accounting firm. Each Audit Committee has discussed with PwC its independence and has considered whether the provision of services by PwC to that Fund, to Credit Suisse and its affiliates 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 registered public accounting firm. 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 auditing 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 2006 Annual Report to Shareholders for the fiscal year ended December 31, 2006 and be mailed to shareholders and filed with the SEC.
Submitted by the Audit Committee of Each Fund's Board of Directors
CH Enrique R. Arzac James J. Cattano Lawrence J. Fox Steven N. Rappaport Martin M. Torino |
LAQ Enrique R. Arzac James J. Cattano Lawrence J. Fox Steven N. Rappaport Martin M. Torino |
IF Enrique R. Arzac Lawrence J. Fox Richard H. Francis Steven N. Rappaport |
ISL Enrique R. Arzac James J. Cattano Lawrence J. Fox Phillip Goldstein Steven N. Rappaport |
||||||||||||
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At meetings held on November 16, 2006, each Fund's Audit Committee approved the selection of PwC for the fiscal year ending December 31, 2007 for CH, ISL, LAQ and IF. PwC has been each Fund's independent registered public accounting firm since each Fund commenced operations, and has informed each Fund that it has no direct or material 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, all approved by the Audit Committee, rendered to CH, LAQ and IF by PwC for its fiscal years ended December 31, 2005 and December 31, 2006 and to ISL by PwC for its fiscal years ended September 30, 2005 and December 31, 2006*.
2006 | 2005 | ||||||||||||||||||||||||||||||||||
CH | IF | LAQ | ISL | CH | IF | LAQ | ISL | ||||||||||||||||||||||||||||
Audit Fees | $ | 58,400 | $ | 34,600 | $ | 61,600 | $ | 50,200 | $ | 56,700 | $ | 33,800 | $ | 59,850 | $ | 56,550 | |||||||||||||||||||
Audit-Related Fees1 | $ | 3,250 | $ | 3,250 | $ | 3,250 | $ | 3,250 | $ | 3,150 | $ | 3,150 | $ | 3,150 | $ | 12,050 | |||||||||||||||||||
Tax Fees2 | $ | 8,100 | $ | 8,100 | $ | 8,100 | $ | 17,300 | $ | 7,860 | $ | 7,860 | $ | 7,860 | $ | 23,860 | |||||||||||||||||||
All Other Fees | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
Total | $ | 69,750 | $ | 45,950 | $ | 72,950 | $ | 70,750 | $ | 67,710 | $ | 44,810 | $ | 70,860 | $ | 92,460 |
* The information in the table above does not include the fees for PwC's services to ISL for the period from October 1, 2005 to December 31, 2005. The audit fees, audit related fees, tax fees, and all other fees for that period were $32,600, $8,900, $7,860 and $0, respectively.
1 Services include agreed-upon procedures in connection with the Funds' semi-annual financial statements and, for ISL only, an attestation on the Fund's compliance with an Israeli tax ruling.
2 Tax services in connection with the Funds' excise tax calculations and review of the Funds' applicable tax returns and for ISL, for services in connection with that fund's Israeli tax authority filing ($16,000 in 2005 and $9,200 in 2006).
Each Audit Committee is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to each Fund and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to Credit Suisse, and any service provider to the Fund controlling, controlled by or under common control with Credit Suisse 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 Audit Committee, and the Chairperson shall report to the Audit 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 Audit Committee's pre-approval responsibilities to other persons (other than Credit Suisse 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, Credit Suisse and any Covered Services Provider constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent registered public accounting firm 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 Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to the completion of the audit.
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The aggregate fees billed by PwC for non-audit services rendered to each of CH, IF and LAQ for the fiscal years ended December 31, 2005 and December 31, 2006 were $11,010 and $11,350, respectively. The aggregate fees billed by PwC for non-audit services rendered to ISL for the fiscal year ended September 30, 2005, the period from October 1, 2005 to December 31, 2005, and the fiscal year ended December 31, 2006 were $35,910, $16,760 and $20,550, respectively. These amounts include fees for non-audit services required to be pre-approved by the Funds' Audit Committees.
The aggregate fees billed by PwC for non-audit services that directly relate to each of CH and LAQ that were rendered to Credit Suisse and any Covered Services Provider for the fiscal years ended December 31, 2005 and December 31, 2006 were $394,000 and $0, respectively. The aggregate fees billed by PwC for non-audit services that directly relate to ISL that were rendered to Credit Suisse and any Covered Services Provider for the fiscal year ended December 31, 2005, the period from October 1, 2005 to December 31, 2005, and the fiscal year ended December 31, 2006 were $394,000, $0 and $0, respectively. The aggregate fees billed by PwC for non-audit services that directly relate to IF that were rendered to Credit Suisse and any Covered Services Provider for the fiscal years ended December 31, 2005 and December 31, 2006 were $2,444,000 and $0, respectively.
COMPENSATION
The following table shows certain compensation information for the Directors of each Fund for the calendar year ended December 31, 2006. All officers of the Funds are employees of and are compensated by Credit Suisse. None of the Funds' executive officers or Directors who are also officers or directors of Credit Suisse received any compensation from any Fund for such period. None of the Funds has any bonus, profit sharing, pension or retirement plans.
Name of Director |
Aggregate Compensation From Fund |
Total Compensation From Fund and Fund Complex Paid To Directors* |
|||||||||||||||||||||
CH | IF | LAQ | ISL | ||||||||||||||||||||
Non-Interested Nominees For Director: | |||||||||||||||||||||||
James J. Cattano | $ | 20,000 | n/a | $ | 15,000 | $ | 17,000 | $ | 94,361 | ||||||||||||||
Lawrence J. Fox | $ | 13,083 | $ | 15,000 | $ | 11,083 | $ | 11,083 | $ | 89,250 | |||||||||||||
Phillip Goldstein | n/a | n/a | n/a | $ | 15,000 | $ | 30,000 | ||||||||||||||||
Martin M. Torino | $ | 15,000 | n/a | $ | 14,000 | n/a | $ | 43,000 | |||||||||||||||
Interested Nominee For Director: | |||||||||||||||||||||||
Lawrence D. Haber | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
Non-Interested Directors: | |||||||||||||||||||||||
Enrique R. Arzac | $ | 22,000 | $ | 19,000 | $ | 19,000 | $ | 19,000 | $ | 224,196 | |||||||||||||
Steven N. Rappaport | $ | 18,000 | $ | 15,000 | $ | 15,000 | $ | 15,000 | $ | 209,358 | |||||||||||||
Richard H. Francis | n/a | $ | 17,000 | n/a | n/a | $ | 95,400 |
* 37 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" THE NOMINEES FOR DIRECTOR FOR THAT FUND.
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ADDITIONAL INFORMATION
Beneficial Owners
Based upon a review of filings made pursuant to Section 13 of the 1934 Act, or such other filings as noted below, as of February 26, 2007: (i) to IF's knowledge, no shareholder held 5% or more of its Shares; and (ii) the following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of the Shares of each of CH, LAQ and ISL because they possessed or shared voting or investment power with respect to CH's, LAQ's or ISL's Shares, as applicable:
Name And Address |
Number Of Shares Beneficially Owned |
Percent Of Shares |
|||||||||
CH | |||||||||||
Administradora de Fondos de Pensiones de Provida, S.A.* Avenida Pedro de Valdivia 100 Piso 9 Santiago, Chile |
2,374,199 | 23.41 | % | ||||||||
A.F.P. Habitat S.A.** Avenida Providencia 1909 Piso 9 - Providencia Santiago, Chile |
2,164,700 | 21.35 | % | ||||||||
LAQ | |||||||||||
City of London*** 10 Eastcheap London EC3M 1LX England |
1,434,240 | 22.69 | % | ||||||||
ISL | |||||||||||
OTR Nominee Name for The State Teachers Retirement Board of Ohio**** 275 East Broad Street Columbus, Ohio 43215 |
219,950 | 5.16 | % |
* As stated in Schedule 13D filed with the SEC on September 9, 2003.
** As set forth on the website of the Chilean Superintendencia de Administradoras de Fondos de Pensiones as of January 2007. This Shareholder previously filed a Schedule 13D/A with the SEC on May 19, 2004.
*** As stated in Schedule 13G filed with the SEC on February 6, 2007.
**** As stated in Schedule 13G filed with the SEC on January 23, 2007.
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.
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Based solely upon its review of the copies of such forms received by it and written representations from such persons, to the knowledge of each Fund, for the fiscal year ended December 31, 2006, such forms were filed on a timely basis except that A.F.P. Habitat S.A. has not filed any form to reflect the change in its share ownership as reported to the Chilean Superintendencia De Administradoras De Fondos De Pensiones.
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 2008 annual meeting of shareholders, the shareholder proposal must be received by that Fund no later than November 1, 2007. 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 relevant Fund. To be timely, any such notice must be delivered to, or mailed (certified mail being recommended) to and received by, the relevant Fund c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, 24th Floor, New York, New York 10010 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 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 2008 annual meeting of shareholders not included in the proxy statement and form of proxy which are not submitted to the
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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 AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Delivery of Proxy
Only one copy of this Joint Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If a shareholder needs an additional copy of this Joint Proxy Statement, please contact the Fund at (800) 293-1232. If any shareholder does not want the mailing of this Joint Proxy Statement to be combined with those for other members of your household, please contact the Funds in writing at: Eleven Madison Avenue, 24th Floor, New York, New York 10010 or call the Funds at (800) 293-1232.
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.
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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" and collectively the "Funds") advised by Credit Suisse Asset Management, LLC ("Credit Suisse") listed on Appendix A hereto (each such Charter being a separate Charter).
SECTION 1. PURPOSE & SCOPE
The purpose of the Nominating Committee is to assist the Board in its selection and evaluation of members with the competencies needed to oversee the Funds so that the interests of shareholders in the Funds are well-served.
In pursuit of this purpose, the scope of the Committee's responsibilities shall include:
the nomination of new Directors.
the evaluation of the Board and its committee structure.
SECTION 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 of its members.
(c) The compensation, if any, of the Committee members shall be as determined by the Board.
SECTION 3. NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES
(a) In nominating candidates, the Committee will search for those highly qualified candidates who can bring to the Board the skills, experience and judgment necessary to address the issues directors of investment companies may confront in fulfilling their duties to fund shareholders. The Committee may, in its discretion, establish specific, minimum qualifications (including skills) that must be met by Committee-nominated or shareholder-nominated candidates. The Committee is also responsible for the analyses of the appropriateness of establishing minimum shareholding levels for Directors.
(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 each 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
A-1
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 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.
SECTION 4. ADDITIONAL RIGHTS AND 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 normal retirement age.
(b) The Committee may retain and terminate a search firm 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 annually evaluating 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.
SECTION 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 (but not less frequently than annually) 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 Board has granted to the Committee access to 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.
May 17, 2006
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APPENDIX A
Open-End Funds:
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Long-Short Market Neutral Fund
Credit Suisse Total Return Global Fund
Credit Suisse U.S. Multi-Cap Research Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Small Cap Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse Mid-Cap Growth Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Strategic Allocation Fund Conservative
Credit Suisse Strategic Allocation Fund Moderate
Credit Suisse Strategic Allocation Fund Aggressive
Credit Suisse Small Cap Growth Fund
Credit Suisse Target Return Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Global High Yield Fund
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse Large Cap Blend Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue Chip Portfolio
Commodity Return Strategy Portfolio
Emerging Markets Portfolio
Global Small Cap Portfolio
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International Focus Portfolio
Large Cap Value Portfolio
Mid-Cap Growth Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Closed-End Funds:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund
The Chile Fund
The Emerging Markets Telecommunications Fund
The First Israel Fund
The Indonesia Fund
The Latin America Equity Fund
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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 ("Credit Suisse") listed on Appendix A hereto (each such Charter being a separate Charter).
Purpose
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 performance of the Fund's independent auditors
4. the Fund's compliance with legal and regulatory requirements
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 relating thereto;
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
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promptly reported to the Fund's Board) and (iii) statements made by the officers and employees of the Fund, Credit Suisse 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 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.
Composition and Qualifications
(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, as amended. If one or more members of the Committee qualify 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, 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.
The designation of a person as an ACFE 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.
(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 governance standards of the New York Stock Exchange ("NYSE") 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.
Duties and Powers
1. 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,
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retention and termination 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);
(b) to resolve any disagreements between management and the independent auditors regarding financial reporting and to evaluate and accept the determination of independence made by the independent auditors;
(c) to pre-approve (i) all audit and permissible non-audit services1 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 Credit Suisse and any service provider to the Fund controlling, controlled by or under common control with Credit Suisse 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 Credit Suisse or the Fund's officers);
(d) 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 and approve 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-CSR; (vi) to review the form of report the independent auditors propose to render to the Board and shareholders; (vii) to discuss with the independent auditors any disclosed relationships or services that may diminish the objectivity and independence of the independent auditors, and (viii) 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;
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 Fund and (ii) all permissible non-audit services to be provided by the independent auditors to Credit Suisse and any service provider to the Fund controlling, controlled by or under common control with Credit Suisse that provided ongoing services to the Fund ("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 Credit Suisse or the Fund'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 Fund, Credit Suisse 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.
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(e) 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 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;
(f) 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;
(g) to review with management in a general manner, but not assume responsibility for, the Fund's processes with respect to risk assessment and risk management, and the steps taken to monitor and control such risks and exposures;
(h) to discuss generally 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;
(i) 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 or otherwise deemed advisable) of concerns regarding questionable accounting or auditing matters pertaining to the Fund;
(j) to establish policies governing the hiring by entities within the Fund's investment company complex of employees or former employees of the independent auditors consistent with government regulations;
(k) 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, as well as Credit Suisse and any Covered Services Provider;
(l) to review and evaluate the qualifications, performance and independence of the lead audit partner of the independent auditors on the Fund's engagement;
(m) to oversee 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;
(n) 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;
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(o) 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; and
(p) to meet periodically with Fund management on all relevant matters, apart from the Fund's independent auditors.
2. 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), in separate executive sessions, with representatives of the Fund's management, the Fund's independent auditors and the Fund's other service providers as the members of the Committee deem necessary. 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.
3. 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, Credit Suisse, the Fund's sub-advisor(s), if any, the Fund's counsel and the Fund's other service providers.
4. The Committee shall evaluate its performance under this Charter annually.
5. 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.
6. 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).
7. The Chief Executive Officer (the "CEO") and the Chief Financial Officer 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.
8. FOR CLOSED-END FUNDS ONLY. (a) Each Fund whose securities are listed on the 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.
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(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 May 17, 2006
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Meeting | Audit Committee Action | Full Board Action | |||||||||
1st Quarter meeting (covering 4th Quarter results) |
12/31 year end Funds: discuss results of audit [1(e)] 12/31 year end Funds: review financial statements and recommend to full boards that they be included in each respective annual report to shareholders [1(n)] 12/31 year end Funds: Obtain auditor letter as to adequacy of internal controls [1(d)] |
All closed-end Funds: determine ability of Audit Committee Members to serve on multiple Audit Committees All Funds: Audit Committee Members, determine independence and financial literacy of all, and financial expertise of at least one. [Composition and Qualifications (b)] 12/31 year end Funds: review financial statements and approve inclusion in each respective annual report to shareholders [1(n)] |
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Meeting | Audit Committee Action | Full Board Action | |||||||||
2nd Quarter meeting (covering 1st Quarter results) |
All Funds: undertake annual review of the adequacy of the Audit Committee Charter [5] |
All Funds: review adequacy of Audit Committee Charter and approve any changes to Audit Committee Charter recommended by Audit Committees [Composition and Qualifications (b)] | |||||||||
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Meeting | Audit Committee Action | Full Board Action | |||||||||
3nd Quarter meeting (covering 2nd Quarter results) |
N/A | N/A | |||||||||
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Meeting | Audit Committee Action | Full Board Action | |||||||||
4th Quarter meeting (covering 3rd Quarter results) |
All Funds: presentation of proposed scope of audit [1(d)] All Funds: discuss audit fees, non-audit services and engagement letters [1(c)] All Funds: approve independent auditors All Funds: Review auditor report on audit firm's internal quality-control procedures, material issues, performance and independence [1(k)] All Funds: Audit Committee self-evaluation [4] |
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Special Telephonic Meeting |
10/31 year end Funds: discuss results of audit [1(e)] 10/31 year end Funds: review financial statements and recommend to full board that they be included in the annual report to shareholders [1(n)] 10/31 year end Funds: Obtain auditor letter as to adequacy of internal controls [1(d)] |
10/31 year end Funds: review financial statements and approve inclusion in the respective annual report to shareholders [1(n)] | |||||||||
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APPENDIX A
Open-End Funds:
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Long-Short Market Neutral Fund
Credit Suisse Total Return Global Fund
Credit Suisse U.S. Multi-Cap Research Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Small Cap Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse Mid-Cap Growth Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Strategic Allocation Fund Conservative
Credit Suisse Strategic Allocation Fund Moderate
Credit Suisse Strategic Allocation Fund Aggressive
Credit Suisse Small Cap Growth Fund
Credit Suisse Target Return Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Global High Yield Fund
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse Large Cap Blend Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue Chip Portfolio
Commodity Return Strategy Portfolio
Emerging Markets Portfolio
Global Small Cap Portfolio
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International Focus Portfolio
Large Cap Value Portfolio
Mid-Cap Growth Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Closed-End Funds:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund
The Chile Fund
The Emerging Markets Telecommunications Fund
The First Israel Fund
The Indonesia Fund
The Latin America Equity Fund
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THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
April 26, 2007
The First Israel Fund, Inc.
Using a black ink pen, mark your votes with an X as shown in |
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this example. Please do not write outside the designated areas. |
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Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors of the Fund recommends a vote FOR the nominees named below.
1. Election of Directors
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01 - Philip Goldstein |
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02 - Lawrence J. Fox |
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(three-year term) |
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(three-year term) |
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B Non-Voting Items
Change of Address Please print your new address below.
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C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name appears hereon. 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 1 - Please keep signature within the box |
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Signature 2 - Please keep signature within the box |
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Date (mm/dd/yyyy) |
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Proxy The First Israel Fund, Inc.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint J. Kevin Gao and Karen Regan, each with the power of substitution, as proxies for the undersigned to vote the shares of The First Israel Fund, Inc. (the Fund) as to which I am entitled to vote, as shown below, at the Annual Meeting of Shareholders of the Fund (the Meeting) to be held on April 26, 2007 at 2:30 p.m., Eastern time, at the offices of the Fund, Eleven Madison Avenue, 24th Floor, New York, New York 10010, and any adjournments thereof.
This proxy when properly executed will be voted in the manner directed therein by the undersigned shareholder. If no direction is made, this proxy will be voted as recommended by the Board of Directors in favor of the Boards nominees for Director named on the reverse side.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS OR RESCHEDULINGS THEREOF.
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
The Chile Fund, Inc.
Using a black ink pen, mark your votes with an X as shown in |
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this example. Please do not write outside the designated areas. |
|
|
Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors of the Fund unanimously recommends a vote FOR the nominees named below.
1. Election of Directors
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For |
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Withhold |
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For |
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Withhold |
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For |
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Withhold |
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01 - Lawrence J. Fox |
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02 - Martin M. Torino |
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03 - Lawrence D. Haber |
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(three-year term) |
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(three-year term) |
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(two-year term) |
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B Non-Voting Items
Change of Address Please print your new address below.
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C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name appears hereon. 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 1 - Please keep signature within the box |
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Signature 2 - Please keep signature within the box |
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Date (mm/dd/yyyy) |
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Proxy The Chile Fund, Inc.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint J. Kevin Gao and Karen Regan, each with the power of substitution, as proxies for the undersigned to vote the shares of The Chile Fund, Inc. (the Fund) as to which I am entitled to vote, as shown below, at the Annual Meeting of Shareholders of the Fund (the Meeting) to be held on April 26, 2007 at 3:30 p.m., Eastern time, at the offices of the Fund, Eleven Madison Avenue, 24th Floor, New York, New York 10010, and any adjournments thereof.
This proxy when properly executed will be voted in the manner directed therein by the undersigned shareholder. If no direction is made, this proxy will be voted as recommended by the Board of Directors in favor of the Boards nominees for Director named on the reverse side.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS OR RESCHEDULINGS THEREOF.
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- 2 -
The Latin America Equity Fund, Inc.
Using a black ink pen, mark your votes with an X as shown in |
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this example. Please do not write outside the designated areas. |
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Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors of the Fund unanimously recommends a vote FOR the nominees named below.
1. Election of Directors
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For |
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Withhold |
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For |
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Withhold |
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01 - Martin M. Torino |
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[ ] |
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02 - Lawrence D. Haber |
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(three-year term) |
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(three-year term) |
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B Non-Voting Items
Change of Address Please print your new address below.
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C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name appears hereon. 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 1 - Please keep signature within the box |
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Signature 2 - Please keep signature within the box |
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Date (mm/dd/yyyy) |
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Proxy The Latin America Equity Fund, Inc.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint J. Kevin Gao and Karen Regan, each with the power of substitution, as proxies for the undersigned to vote the shares of The Latin America Equity Fund, Inc. (the Fund) as to which I am entitled to vote, as shown below, at the Annual Meeting of Shareholders of the Fund (the Meeting) to be held on April 26, 2007 at 4:00 p.m., Eastern time, at the offices of the Fund, Eleven Madison Avenue, 24th Floor, New York, New York 10010, and any adjournments thereof.
This proxy when properly executed will be voted in the manner directed therein by the undersigned shareholder. If no direction is made, this proxy will be voted as recommended by the Board of Directors in favor of the Boards nominees for Director named on the reverse side.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS OR RESCHEDULINGS THEREOF.
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- 2 -
The Indonesia Fund, Inc.
Using a black ink pen, mark your votes with an X as shown in |
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this example. Please do not write outside the designated areas. |
|
|
Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors of the Fund unanimously recommends a vote FOR the nominee named below.
1. Election of Directors
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For |
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Withhold |
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01 - James J. Cattano |
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(three-year term) |
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B Non-Voting Items
Change of Address Please print your new address below.
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C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name appears hereon. 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 1 - Please keep signature within the box |
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Signature 2 - Please keep signature within the box |
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Date (mm/dd/yyyy) |
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Proxy The Indonesia Fund, Inc.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint J. Kevin Gao and Karen Regan, each with the power of substitution, as proxies for the undersigned to vote the shares of The Indonesia Fund, Inc. (the Fund) as to which I am entitled to vote, as shown below, at the Annual Meeting of Shareholders of the Fund (the Meeting) to be held on April 26, 2007 at 4:30 p.m., Eastern time, at the offices of the Fund, Eleven Madison Avenue, 24th Floor, New York, New York 10010, and any adjournment thereof.
This proxy when properly executed will be voted in the manner directed therein by the undersigned shareholder. If no direction is made, this proxy will be voted as recommended by the Board of Directors in favor of the Boards nominee for Director named on the reverse side.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS OR RESCHEDULINGS THEREOF.
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.