UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
================================================================================
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 4, 2005
TO THE SHAREHOLDERS OF
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of The Emerging Markets Telecommunications Fund, Inc. (the "Fund")
will be held at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466
Lexington Avenue (between 45th and 46th Streets), 16th Floor, New York, New York
10017, on Friday, February 4, 2005 commencing at 2:00 p.m., New York time.
The purpose of the Meeting is to consider and act upon the following
proposal and to consider and act upon such other matters as may properly come
before the Meeting or any adjournments thereof:
(1) To elect two (2) directors of the Fund.
The close of business on December 20, 2004 has been fixed as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, the Meeting.
This notice and related proxy material are first being mailed on or about
January 11, 2005.
By Order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: January 11, 2005
New York, New York
(This page has been left blank intentionally.)
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, FEBRUARY 4, 2005
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held at the offices of Credit Suisse Asset Management, LLC
("CSAM"), 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New
York, New York 10017 on Friday, February 4, 2005 (commencing at 2:00 p.m. New
York time) and at any adjournments thereof (collectively, the "Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy")
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers or employees of the Fund, CSAM, the investment
adviser to the Fund, Bear Stearns Funds Management Inc., the administrator of
the Fund ("Bear Stearns"), or D.F. King & Co., Inc. ("D.F. King"), a
professional proxy solicitation firm that has been retained by the Fund for a
fee of $1,500 plus all reasonable out of pocket expenses (i.e., shareholder
telephone calls, etc.) incurred on behalf of the Fund. All costs of
solicitation, including (a) printing and mailing of this Proxy Statement and
accompanying material, (b) the reimbursement of brokerage firms and others for
their expenses in forwarding solicitation material to the beneficial owners of
the Fund's shares, (c) payment of D.F. King for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
the Fund. This Proxy Statement is expected to be mailed to shareholders on or
about January 11, 2005.
The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor,
New York, New York 10017. The principal executive office of Bear Stearns is 383
Madison Avenue, 23rd Floor, New York, New York 10179. Each of Credit Suisse
Asset Management (Australia) Limited, located at Level 32, Gateway Building, 1
Macquarie Place, Sydney, NSW 2000, and Credit Suisse Asset Management Limited,
located at Beaufort House, 15 St. Botolph Street, London, EC3A 7JJ, serves as an
investment sub-adviser to the Fund.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended October 31, 2004 has been previously furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting material.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY
WRITING TO THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. C/O CREDIT SUISSE
ASSET MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK
10017, OR AT THE WEBSITE OF CREDIT SUISSE ASSET MANAGEMENT, LLC AT
www.csam.com/us. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF
RECEIPT.
Only shareholders can attend the Meeting and any adjournment or
postponement thereof. To gain admittance, if you are a shareholder of record,
you must bring a form of personal identification to the Meeting, where your name
will be verified against our shareholder list. If a broker or other nominee
holds your shares and you plan to attend the Meeting, you should bring a recent
brokerage statement showing your ownership of the shares, as well as a form of
personal identification. Shareholders who wish to vote in person at the Meeting
must comply with all applicable conditions.
1
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted "FOR" the election of the Fund's nominees for
director. Any shareholder giving a Proxy has the power to revoke it by mail
(addressed to the Secretary of The Emerging Markets Telecommunications Fund,
Inc., c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York,
New York 10017) or in person at the Meeting by executing a superseding Proxy or
by submitting a notice of revocation.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, the holders of a majority of the shares present in person or by
proxy will have the power to adjourn the Meeting, without notice other than an
announcement at the Meeting, until the requisite number of shares entitled to
vote at the Meeting is present. In the event that a quorum is present at the
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of the Fund's shares represented at the Meeting
in person or by proxy, and the persons named as proxies will vote those Proxies
that they are entitled to vote "FOR" 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 in the Proxy Statement prior to any adjournment if
sufficient votes have been received and it is otherwise appropriate.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.
CSAM and its affiliates have advised the Fund that they intend to vote the
shares over which they have voting power at the Meeting, including shares that
are held directly or on behalf of employees, in the manner instructed by the
customers or employees for which such shares are held.
The election of a Director requires that the successful candidate receive a
plurality of votes cast at the Meeting in person or by proxy. Because
abstentions and broker non-votes are not treated as shares voted, any
abstentions and broker non-votes would have no impact on Proposal 1.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, December 20, 2004, there were
8,650,121 Shares issued and outstanding. Each Share is entitled to one vote at
the Meeting, and fractional Shares are entitled to proportionate shares of one
vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope; and
--allow sufficient time for the Proxy to be received and processed on or
before 2:00 p.m. on February 4, 2005.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of
two (2) Directors of the Fund to hold office for the term set forth below and
until their respective successors are elected and qualified.
The Board of Directors (the "Board") is divided into three classes, each
class having a term of no more than three years. Each year the term of office of
one class expires and the successor or successors elected to such class will
serve for a three-year term.
Martin M. Torino and William W. Priest, Jr., Directors whose current terms
expire on the date of this Meeting, have each been nominated for a three-year
term to expire at the 2008 Annual Meeting of Shareholders and until their
successors are elected and duly qualified.
Messrs. Torino and Priest have indicated an intention to continue to serve
if elected and have consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the nominees
for election to the Board, directors whose terms of office continue beyond the
Meeting, and the officers of the Fund. The current terms of office of the Fund's
officers will end at the Board of Directors' meeting next following the Meeting.
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
---------------------- ----------- ------------------ -------------------- ------------- -------------------
NON-INTERESTED NOMINEE:
Martin M. Torino Director; Since 1993; Chief Executive 3 None
c/o Credit Suisse Asset Nominating current term ends Officer and Director
Management, LLC and Audit at the 2005 annual of Celsur Logistica
Attn: General Counsel Committee meeting S.A. (Logistics)
466 Lexington Avenue Member since 2002; Chairman
New York, New York of the Board of
10017-3140 Ingenio y Refineria
Date of Birth: 08/14/49 San Martin Del
Tabacal S.A. (sugar
refinery) from
August 1996 to 2000
3
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
---------------------- ----------- ------------------ -------------------- ------------- -------------------
INTERESTED NOMINEE:
William W. Priest, Jr.* Director Since 1997; Chief Executive 47 Director of Globe
c/o Epoch Investment current term ends Officer of J Net Wireless, L.L.C.
Partners at the 2005 annual Enterprises, Inc. (maritime
667 Madison Avenue meeting since June 2004; communications
New York, New York Chief Executive company); Director
10021 Officer of Epoch of InfraRedX (a
Date of Birth: 09/24/41 Investment Partners, medical device
Inc. since company); Director
April 2004; of J Net
Co-Managing Partner, Enterprises, Inc.
Steinberg Priest & (technology holding
Sloane Capital company)
Management, LLC
from 2001 to
March 2004;
Chairman and
Managing Director of
CSAM from 2000 to
February 2001, Chief
Executive Officer
and Managing
Director of CSAM
from 1990 to 2000
NON-INTERESTED DIRECTORS:
Enrique R. Arzac Lead Since 1996; Professor of Finance 8 Director of The
c/o Credit Suisse Asset Director; current term ends and Economics, Adams Express
Management, LLC Nominating at the 2007 annual Graduate School of Company (a
Attn: General Counsel Committee meeting Business, Columbia closed-end
466 Lexington Avenue Chairman University since investment company);
New York, New York and Audit 1971 Director of
10017-3140 Committee Petroleum and
Date of Birth: 10/02/41 Member Resources
Corporation (a
closed-end
investment company)
4
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
---------------------- ----------- ------------------ -------------------- ------------- -------------------
James J. Cattano Director; Since 1993; President, Primary 4 None
c/o Primary Resources, Nominating current term ends Resources Inc. (an
Inc. Committee at the 2007 international
55 Old Field Point Road Member annual meeting trading and
Greenwich, CT 06830 and Audit manufacturing
Date of Birth: 06/24/43 Committee company specializing
Chairman in the sale of
agricultural
commodities
throughout Latin
American markets)
since October 1996
George W. Landau Director; Since 1993; Senior Advisor, 5 Director of GAM
c/o Credit Suisse Asset Nominating current term Latin America, Funds, Inc.
Management, LLC and Audit ends at the 2006 The Coca-Cola
Attn: General Counsel Committee annual meeting Company since 1988;
466 Lexington Avenue Member Advisor of Guardian
New York, New York Industries (a glass
10017-3140 manufacturer) since
Date of Birth: 03/04/20 1992
----------
* Mr. Priest is an interested person of the Fund, as defined in the 1940 Act,
because up to December 31, 2002 he was retained by CSAM to provide
consulting services.
OFFICERS
NAME, ADDRESS, POSITION(S) HELD
AND DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Michael E. Kenneally Chairman of the Since 2004 Chairman and Global Chief Executive Officer
c/o Credit Suisse Asset Fund, Chief of CSAM since 2003; Chairman and Chief
Management, LLC Executive Investment Officer of Banc of America
466 Lexington Avenue Officer and Capital Management from 1998 to March 2003
New York, New York President
10017-3140
Date of Birth: 03/30/54
5
NAME, ADDRESS, POSITION(S) HELD
AND DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Michael A. Pignataro Chief Financial Since 1993 Director and Director of Fund
c/o Credit Suisse Asset Officer and Administration of CSAM; Associated with
Management, LLC Secretary CSAM since 1984; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
Emidio Morizio Chief Compliance Since 2004 Director and Global Head of Compliance of
c/o Credit Suisse Asset Officer CSAM; Associated with CSAM since July 2000;
Management, LLC Vice President and Director of Compliance
466 Lexington Avenue of Forstmann-Leff Associates from 1998 to
New York, New York June 2000; Officer of other Credit Suisse
10017-3140 Funds
Date of Birth: 09/21/66
Ajay Mehra Chief Legal Since 2004 Director and Deputy General Counsel of CSAM
c/o Credit Suisse Asset Officer since September 2004; Senior Associate of
Management, LLC Shearman & Sterling LLP from September 2000
466 Lexington Avenue to September 2004; Senior Counsel of the
New York, New York SEC Division of Investment Management from
10017-3140 June 1997 to September 2000; Officer of
Date of Birth: 08/14/70 other Credit Suisse Funds
Emily Alejos Chief Investment Since 1999 Director of CSAM since January 1999; Vice
c/o Credit Suisse Asset Officer President of CSAM from 1997 to January
Management, LLC 1999; Associated with CSAM since 1997;
466 Lexington Avenue Officer of other Credit Suisse Funds
New York, New York
10017-3140
Date of Birth: 10/27/63
J. Kevin Gao Senior Vice Since 2004 Vice President and Legal Counsel of CSAM;
c/o Credit Suisse Asset President Associated with CSAM since July 2003;
Management, LLC Associated with the law firm of Willkie
466 Lexington Avenue Farr & Gallagher LLP from 1998 to 2003;
New York, New York Officer of other Credit Suisse Funds
10017-3140
Date of Birth: 10/13/67
Robert M. Rizza Treasurer Since 1999 Assistant Vice President of CSAM since
c/o Credit Suisse Asset January 2001; Associated with CSAM since
Management, LLC 1998; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
6
Set forth in the table below is the dollar range of equity securities in
the Fund and the aggregate dollar range of equity securities in the CSAM Family
of Closed-End Investment Companies (as defined below) beneficially owned by each
Director.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR OR NOMINEE IN
DOLLAR RANGE OF EQUITY SECURITIES CSAM FAMILY OF CLOSED-END
NAME OF DIRECTOR OR NOMINEE IN THE FUND*(1)(2) INVESTMENT COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEE:
Martin M. Torino C D
INTERESTED NOMINEE:
William W. Priest, Jr. B C
NON-INTERESTED DIRECTORS:
Enrique R. Arzac C E
James J. Cattano C C
George W. Landau C E
----------
* 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,
2004. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 (the
"1934 Act").
(2) The Fund's directors and officers, in the aggregate, own less than 1% of
the Fund's outstanding equity securities.
(3) "CSAM Family of Closed-End Investment Companies" means those registered
investment companies that share CSAM as the investment adviser and that
hold themselves out to investors as related companies for purposes of
investment and investor services.
As of December 31, 2004, neither the non-interested nominees for election
to the Board of the Fund, nor the other Non-Interested Directors nor their
immediate family members owned beneficially or of record any class of securities
in CSAM or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with CSAM.
During the fiscal year ended October 31, 2004,(1) each Director who was not
a director, officer, partner, co-partner or employee of CSAM, the Administrator
or any affiliate thereof, received an annual fee of $5,000 and $500 for each
meeting of the Board attended by him and was reimbursed for expenses incurred in
connection with his attendance at the Fund's Board meetings. The total
remuneration paid or accrued by the Fund during the fiscal year ended October
31, 2004 to all such unaffiliated Directors was $27,250. Each Director entitled
to a fee from the Fund receives fifty percent of his annual fee in the form of
Fund shares purchased by the Fund's transfer agent in the open market on his
behalf.
----------
(1) As a result of a recent change, the Fund's fiscal year now ends on October
31. The Fund's previous fiscal year end-date was November 30. The
information shown for 2004 represents the eleven-month period beginning on
December 1, 2003 and ending October 31, 2004.
7
During the fiscal year ended October 31, 2004, the Board convened five
times. Each Director attended at least seventy-five percent of the aggregate
number of meetings of the Board and any committees on which he served during the
period for which he was a Director.
Messrs. Arzac, Cattano, Landau and Torino constitute the Fund's Audit
Committee, which is composed of Directors who are not interested persons of the
Fund and who are independent (as such term is defined by the listing standards
of the New York Stock Exchange, Inc. (the "NYSE")). The Audit Committee
convened five times during the fiscal year ended October 31, 2004. The Audit
Committee advises the full Board with respect to accounting, auditing and
financial matters affecting the Fund.
Messrs. Arzac, Cattano, Landau and Torino constitute the Fund's
Nominating Committee, which is composed of Directors who are Non-Interested
Directors of the Fund and who are independent (as such term is defined by the
listing standards of the NYSE). The Nominating Committee met four times
during the fiscal year ended October 31, 2004. At a meeting of the Nominating
Committee held on December 2, 2004, the Nominating Committee nominated
Messrs. Torino and Priest each for a three-year term. The Nominating
Committee selects and nominates new Directors. The Nominating Committee will
consider nominees recommended by shareholders should a vacancy arise.
Recommendations should be submitted in writing to the Nominating Committee in
care of the Secretary of the Fund. The Board has adopted a Nominating
Committee Charter (a copy of which was included as Appendix B to the Fund's
proxy statement dated February 23, 2004). In nominating candidates, the
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 Fund does not have a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Board should send them
to the address of the Fund and to the attention of the Board. All such
communications will be directed to the Board's attention.
The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Shareholders.
8
AUDIT COMMITTEE REPORT
Pursuant to the Audit Committee Charter adopted by the Board (a copy of
which was included as Appendix C to the Fund's proxy statement dated February
23, 2004), the Audit Committee is responsible for conferring with the Fund's
independent registered public accounting firm, reviewing annual financial
statements, approving the selection of the Fund's independent registered public
accounting firm and overseeing the Fund's internal controls. The Fund's Audit
Committee charter also contains provisions relating to the pre-approval by the
Audit Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP ("PwC") to the Fund and to CSAM and certain of its
affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The independent
registered public accounting firm is responsible for planning and carrying out
the proper audits and reviews of the Fund's financial statements and expressing
an opinion as to their conformity with accounting principles generally accepted
in the United States of America.
The Audit Committee has met with the Fund's management to discuss, among
other things, the Fund's audited financial statements for the fiscal year ended
October 31, 2004. The Audit Committee has also met with the Fund's independent
registered public accounting firm, PwC, and discussed with them certain matters
required by Statement of Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT
COMMITTEES, as currently modified or supplemented, including, but not limited
to, the scope of the Fund's audit, the Fund's financial statements and the
Fund's accounting controls. The Audit Committee has received the written
disclosures and the letter from PwC required by the SEC's independence rules
delineating relationships between the independent registered public accounting
firm and the Fund and the impact that any such relationships may have on the
objectivity and independence of the independent registered public accounting
firm. The Audit Committee has discussed with PwC their independence and has
considered whether the provision of services by PwC to the Fund and to CSAM was
compatible with maintaining PwC's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the Fund's audited financial statements be included in the
Fund's 2004 Annual Report to Shareholders for the fiscal year ended October 31,
2004 and be mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Enrique R. Arzac
James J. Cattano
George W. Landau
Martin M. Torino
9
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on December 2, 2004, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending October 31, 2005. PwC has been
the Fund's independent registered public accounting firm since the Fund
commenced operations, and has informed the Fund that it has no material direct
or indirect financial interest in the Fund. A representative of PwC will be
available by telephone at the Meeting and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
The information in the table below is provided for services rendered to the
Fund by PwC for its fiscal years ended November 30, 2003 and October 31, 2004.
2003 2004
---- ----
Audit Fees $ 51,000 $ 51,000
Audit-Related Fees(1) $ 3,000 $ 4,500
Tax Fees(2) $ 7,482 $ 7,482
All Other Fees $ -- $ --
Total $ 61,482 $ 62,982
----------
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements ($3,000 per year), and the Fund's third quarter
2004 Form N-Q filing ($1,500).
(2) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
The 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 the Fund and (ii) all permissible non-audit services
to be provided by the independent registered public accounting firm to CSAM and
any service provider to the Fund controlling, controlled by or under common
control with CSAM that provided ongoing services to the Fund ("Covered Services
Provider") if the engagement relates directly to the operations and financial
reporting of the Fund. The Audit Committee may delegate its responsibility to
pre-approve any such audit and permissible non-audit services to the Chairperson
of the Committee, and the Chairperson shall report to the Committee, at its next
regularly scheduled meeting after the Chairperson's pre-approval of such
services, his or her decision(s). The Audit Committee may also establish
detailed pre-approval policies and procedures for pre-approval of such services
in accordance with applicable laws, including the delegation of some or all of
the Committee's pre-approval responsibilities to other persons (other than CSAM
or the Fund's officers). Pre-approval by the 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 the Fund, CSAM and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the Fund to its independent 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 Committee and approved by the Committee
(or its delegate(s)) prior to the completion of the audit.
No fees were billed by PwC for non-audit services rendered to the Fund,
CSAM or Covered Service Providers for the fiscal years ended November 30, 2003
and October 31, 2004.
10
COMPENSATION
The following table shows certain compensation information for the
directors for the fiscal year ended October 31, 2004. All officers of the Fund
are employees of and are compensated by CSAM. None of the Fund's executive
officers or directors who are also officers or directors of CSAM received any
compensation from the Fund for such period. The Fund has no bonus, profit
sharing, pension or retirement plans.
TOTAL COMPENSATION
FROM FUND AND FUND
AGGREGATE COMPENSATION COMPLEX PAID TO DIRECTOR
NAME OF DIRECTOR OR NOMINEE FROM THE FUND OR NOMINEE*
--------------------------- ---------------------- ------------------------
NON-INTERESTED NOMINEE FOR DIRECTOR:
Martin M. Torino $ 5,250 $ 16,750
INTERESTED NOMINEE FOR DIRECTOR:
William W. Priest, Jr $ 4,750 $ 98,000
NON-INTERESTED DIRECTORS:
Enrique R. Arzac $ 5,750 $ 69,750
James J. Cattano $ 5,750 $ 24,500
George W. Laudau $ 5,750 $ 30,750
----------
* 48 funds comprise the Fund complex. See the "Directors" table for the
number of funds each director serves.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED
DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
FUND'S NOMINEES FOR DIRECTOR.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares:
PERCENT
NUMBER OF SHARES OF
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
---------------- ------------------ -------
Phillip Goldstein* 719,127 7.85%
60 Heritage Drive
Pleasantville, NY 10570
Lazard Freres & Co., LLC** 1,017,045 11.1%
30 Rockefeller Plaza
New York, NY 10020
----------
* AS STATED IN SCHEDULE 13D FILED WITH THE SEC ON DECEMBER 18, 2003.
** AS STATED IN SCHEDULE 13G/A FILED WITH THE SEC ON FEBRUARY 27, 2004.
11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and directors, certain officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than 10% of the Fund's Shares to file reports of ownership
with the SEC and the Fund.
Based solely upon their review of the copies of such forms and written
representations received by it, the Fund believes that, for the fiscal year
ended October 31, 2004, all filing requirements applicable to such persons were
complied with.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2006 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than September 13, 2005. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to,
or mailed (by certified mail being recommended) and received at, The Emerging
Markets Telecommunications Fund, Inc. c/o Credit Suisse Asset Management, LLC,
466 Lexington Avenue, 16th Floor, New York, New York 10017 not later than 45
days before the date in the then current year corresponding to the date on which
the Fund first mailed its notice and proxy materials for the annual meeting held
in the prior year; provided, however, that in the event that the date of the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the preceding year's annual meeting, notice by such shareholder
to be timely must be so received not later than the close of business on the
10th day following the day on which notice or public announcement of the date of
such meeting was given or made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit
12
proxies from other shareholders in support of such business and (vi) any
material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2006 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND
WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting, other than
the matters set forth in this Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
13
THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.
FEBRUARY 4, 2005
3918-PS-05
PROXY CARD
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Michael A. Pignataro and J. Kevin Gao, each with the power of
substitution, as proxies for the undersigned to vote the shares of The Emerging
Markets Telecommunications Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at the Annual Meeting of Shareholders of the
Fund (the "Meeting") to be held on Friday, February 4, 2005, at 2:00 p.m.,
Eastern time, at the offices of the Fund, 466 Lexington Avenue, 16th Floor, New
York, New York 10017, and any adjournments thereof.
1
[REVERSE SIDE]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE "FOR" PROPOSAL 1.
THIS PROXY WHEN PROPERLY EXECUTED 1) Election of the following nominees as Director:
WILL BE VOTED IN THE MANNER Nominee: (01) Martin M. Torino (three-year term)
DIRECTED HEREIN BY THE (02) William W. Priest (three-year term)
UNDERSIGNED SHAREHOLDER.
/ / FOR the nominees listed above (except as marked to the contrary above)
/ / WITHHOLD AUTHORITY to vote for the nominees listed above
(INSTRUCTION: To withhold authority for any individual nominee, strike a line
through such individual's name above.)
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT/ /
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: Date:
----------------- --------
Signature: Date:
----------------- --------
DETACH CARD
2