UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
================================================================================
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 10, 2006
----------
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 10, 2006 commencing at 4:00 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 four (4) directors of the Fund.
The close of business on January 11, 2006 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 19, 2006.
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 19, 2006
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 10, 2006
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 10, 2006 (commencing at 4:00 p.m. New
York time) and at any adjournments thereof (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 not to exceed
$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
19, 2006.
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 Limited, located at Level 32, Gateway, 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, 2005 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.credit-suisse.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, January 11, 2006, there were 8,629,261
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 4:00 p.m. on February 10, 2006.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of
four (4) 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 two- or three-year term.
Walter Eberstadt, Phillip Goldstein, Steven N. Rappaport and Martin M.
Torino have each been nominated for election to the Board of Directors for the
class and term as set forth opposite his name below:
Walter Eberstadt Class II Three-year term to expire at the 2009 Annual
Meeting of Shareholders
Phillip Goldstein Class I Two-year term to expire at the 2008 Annual
Meeting of Shareholders
Steven N. Rappaport Class II Three-year term to expire at the 2009 Annual
Meeting of Shareholders
Martin M. Torino Class I Two-year term to expire at the 2008 Annual
Meeting of Shareholders
If elected to the Board of Directors, each nominee will serve until his
term expires and until his successor is elected and duly qualified, provided
that Mr. Eberstadt will serve his term as a Director subject to the Nominating
Committee's annual waiver of the retirement policy with respect to him. The
Board of Directors has adopted a retirement policy under which all members of
the Board of Directors are required to retire at the Board meeting next
following the date they reach the age of 72. The Nominating Committee has waived
the retirement policy with respect to Mr. Eberstadt through the last regular
Board meeting of 2006.
Messrs. Eberstadt, Goldstein, Rappaport and Torino have each indicated an
intention to continue to serve if elected and have each 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, HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
AND DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ------------- -------------------
NON-INTERESTED NOMINEES:
Walter Eberstadt Director; Since 2005; Limited Managing 1 None
Lazard Freres & Co. Nominating and current term ends Director in Lazard
30 Rockefeller Plaza Audit at the 2006 Freres & Co. since
New York, NY 10020 Committee annual meeting* 1969
Date of Birth: 07/15/21 Member
----------
* If elected, Mr. Eberstadt will serve his term as a Director subject to the
Nominating Committee's annual waiver of the retirement policy with respect
to him.
3
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
AND DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ------------- -------------------
Phillip Goldstein Director; Since 2005; Investment Adviser, 2 Director of
Opportunity Partners L.P. Nominating and current term ends Opportunity Partners Brantley Capital
60 Heritage Drive Audit at the 2006 L.P. since 1992 Corporation;
Pleasantville, New York Committee annual meeting Director of The
10570 Member Mexico Equity and
Date of Birth: 01/28/45 Income Fund
Steven N. Rappaport None N/A Partner of Lehigh 46 Director of
Lehigh Court, LLC Court, LLC and RZ Presstek, Inc. (a
40 East 52nd Street Capital (private digital imaging
New York, New York 10022 investment firms) technologies
Date of Birth: 07/10/48 from July 2002 to company); Director
present; Transition of Wood Resources,
Adviser to SunGard LLC (a plywood
Securities Finance, manufacturing
Inc. from February company)
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
Martin M. Torino Director; Since 1993; Chief Executive 3 None
c/o Credit Suisse Asset Nominating and current term ends Officer and Director
Management, LLC Audit at the 2006 of Celsur Logistica
Attn: General Counsel Committee annual 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
4
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
AND DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ------------- -------------------
NON-INTERESTED DIRECTORS:
Enrique R. Arzac** Chairman of Since 1996; Professor of Finance 47 Director of The
c/o Credit Suisse Asset the Board; current term ends and Economics, Adams Express
Management, LLC Nominating at the 2007 Graduate School of Company (a
Attn: General Counsel Committee annual meeting Business, Columbia closed-end
466 Lexington Avenue Chairman and University since investment
New York, New York Audit 1971 company); Director
10017-3140 Committee of Petroleum and
Date of Birth: 10/02/41 Member Resources
Corporation (a
closed-end
investment
company)
James J. Cattano Director; Since 1993; President, Primary 4 None
c/o Primary Resources, Inc. Nominating current term ends Resources Inc. (an
55 Old Field Point Road Committee at the 2007 international
Greenwich, CT 06830 Member and annual meeting trading and
Date of Birth: 06/24/43 Audit manufacturing
Committee company specializing
Chairman in the sale of
agricultural
commodities
throughout Latin
American markets)
since October 1996
----------
** Effective December 6, 2005, Enrique R. Arzac was appointed as Chairman of
the Board. Michael E. Kenneally, who previously held this position, resigned
effective December 6, 2005.
OFFICERS
NAME, ADDRESS, POSITION(S) HELD
AND DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Steven B. Plump*** Chief Executive Since 2005 Managing Director of CSAM; Associated with
Credit Suisse Asset Officer and CSAM or its predecessor since 1995; Officer
Management, LLC President of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 02/08/59
----------
*** Effective July 31, 2005, Steven B. Plump was appointed as Chief Executive
Officer and President of the Fund. Michael E. Kenneally, who previously
held these positions, resigned effective July 31, 2005.
5
NAME, ADDRESS, POSITION(S) HELD
AND DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Neil Gregson Chief Investment Since 2005 Managing Director of Credit Suisse Asset
c/o Credit Suisse Asset Officer Management Limited ("CSAML"); Associated
Management, LLC with CSAML since 1990
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 05/10/62
Jonathan S. Ong Investment Officer Since 2005 Director of Credit Suisse Asset Management
c/o Credit Suisse Asset Limited (Australia); Associated with CSAML
Management, LLC since 1999
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 08/03/67
Michael A. Pignataro Chief Financial Since 1993 Director and Director of Fund Administration
Credit Suisse Asset Officer and of CSAM; Associated with CSAM or its
Management, LLC Secretary predecessor since 1984; Officer of other
466 Lexington Avenue Credit 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
Credit Suisse Asset Officer CSAM since July 2000; Vice President and
Management, LLC Director of Compliance of Forstmann-Leff
466 Lexington Avenue Associates from 1998 to June 2000; Officer
New York, New York of other Credit Suisse Funds
10017-3140
Date of Birth: 09/21/66
Ajay Mehra Chief Legal Officer Since 2004 Director and Head of Legal Americas
Credit Suisse Asset (Traditional Asset Management and Hedge Funds
Management, LLC of CSAM since September 2004; Senior Associate
466 Lexington Avenue of Shearman & Sterling LLP from September 2000
New York, New York to September 2004; Senior Counsel of the SEC
10017-3140 Division of Investment Management from June
Date of Birth: 08/14/70 1997 to September 2000; Officer of other
Credit Suisse Funds
J. Kevin Gao Senior Vice Since 2004 Director and Legal Counsel of CSAM; Associated
Credit Suisse Asset President with CSAM since July 2003; Associated with the
Management, LLC law firm of Willkie Farr & Gallagher LLP from
466 Lexington Avenue 1998 to 2003; Officer of other Credit Suisse
New York, New York Funds
10017-3140
Date of Birth: 10/13/67
6
NAME, ADDRESS, POSITION(S) HELD
AND DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Robert Rizza Treasurer Since 1999 Vice President of CSAM; Associated with CSAM
Credit Suisse Asset since 1998; Officer of other Credit Suisse
Management, LLC Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
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) INVESTMENT COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEES:
Walter Eberstadt(2) C C
Phillip Goldstein E E
Steven N. Rappaport(2) A E
Martin M. Torino(2) C D
NON-INTERESTED DIRECTORS:
Enrique R. Arzac(2) C E
James J. Cattano(2) E 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,
2005. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 (the
"1934 Act").
(2) Each of Messrs. Eberstadt, Rappaport, Torino, Arzac and Cattano owns
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, 2005, 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, 2005, 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, 2005 to all such unaffiliated Directors was $48,000. 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.
7
During the fiscal year ended October 31, 2005, the Board convened six
times. Each Director attended at least seventy-five percent of the aggregate
number of meetings of the Board and any committees on which he served during the
period for which he was a Director.
Messrs. Arzac, Cattano, Eberstadt, Goldstein 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, 2005. The
Audit Committee advises the full Board with respect to accounting, auditing and
financial matters affecting the Fund.
Messrs. Arzac, Cattano, Eberstadt, Goldstein 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 five
times during the fiscal year ended October 31, 2005. At a meeting of the
Nominating Committee held on December 6, 2005, the Nominating Committee
nominated each of Messrs. Goldstein and Torino for a two-year term and each of
Messrs. Eberstadt and Rappaport 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 the Fund's
independent registered public accounting firm 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, 2005. The Audit Committee has also met with the Fund's independent
registered public accounting firm, PricewaterhouseCoopers LLP ("PwC"), and
discussed with them certain matters required by Statement of Auditing Standards
No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or
supplemented, including, but not limited to, the scope of 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 PwC and the
Fund and the impact that any such relationships may have on the objectivity and
independence of PwC. 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 is compatible with maintaining PwC's independence. 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 2005 Annual
Report to Shareholders for the fiscal year ended October 31, 2005 and be mailed
to shareholders and filed with the SEC.
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.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Enrique R. Arzac
James J. Cattano
Walter Eberstadt
Phillip Goldstein
Martin M. Torino
9
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on November 17, 2005, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending October 31, 2006. 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 the Fund's fiscal years ended October 31, 2004 and 2005.(1)
2004 2005
---- ----
Audit Fees $ 51,000 $ 49,350
Audit-Related Fees(1) $ 4,500 $ 3,150
Tax Fees(2) $ 7,482 $ 7,860
All Other Fees $ -- $ --
Total $ 62,982 $ 60,360
----------
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements ($3,000 in 2004 and $3,150 in 2005) 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.
The aggregate fees billed by PwC for non-audit services rendered to
the fund, CSAM or Covered Service Providers for fiscal years ended October 31,
2004 and October 31, 2005 were $0 and $2,444,000, respectively.
----------
(1) In 2004, the Fund's fiscal year end was changed from November 30 to October
31. Accordingly, the information shown for 2004 represents the eleven-month
period beginning on December 1, 2003 and ending October 31, 2004.
10
COMPENSATION
The following table shows certain compensation information for the
directors for the fiscal year ended October 31, 2005. 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(1)
--------------------------- ---------------------- ------------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
Walter Eberstadt $ 3,200 $ 3,200
Phillip Goldstein $ 3,200 $ 3,200
Steven N. Rappaport NA $ 88,971
Martin M. Torino $ 9,000 $ 9,000
NON-INTERESTED DIRECTORS:
Enrique R. Arzac $ 9,500 $ 93,000
James J. Cattano $ 9,500 $ 9,500
----------
(1) 47 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 (1) 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
and (2) the percentage and number of shares of the Fund beneficially owned by
all Directors and officers of the Fund as a group:
PERCENT
NUMBER OF SHARES OF
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
----------------------------- ------------------ --------
Phillip Goldstein* 726,170.89 8.42%
60 Heritage Drive
Pleasantville, NY 10570
Lazard Freres & Co., LLC**
30 Rockefeller Plaza
New York, NY 10020 1,018,945 11.78%
QVT Financial LP***
527 Madison Avenue, 8th Floor
New York, New York 10022 447,000 5.17%
Directors and Officers 734,744.02 8.51%
as a Group****
----------
* AS STATED IN FORM 4 FILED WITH THE SEC ON JANUARY 17, 2006.
** AS STATED IN SCHEDULE 13G/A FILED WITH THE SEC ON FEBRUARY 14, 2005.
*** AS STATED IN SCHEDULE 13G FILED WITH THE SEC ON OCTOBER 24, 2005.
**** BASED ON FORMS 4 FILED WITH THE SEC AS OF JANUARY 18, 2006.
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, 2005, all filing requirements applicable to such persons were
complied with except for the following:
A Form 3 was not timely filed to report each of Walter Eberstadt's and
Phillip Goldstein's election as a Director of the Fund on March 1, 2005. A Form
3 was filed for each of Mr. Eberstadt and Mr. Goldstein on March 31, 2005 to
report this event. In addition, an amended Form 3 was filed on April 4, 2005 for
Mr. Eberstadt.
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 2007 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than September 21, 2006. 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
at least $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
12
Fund which are beneficially owned by the shareholder, (iv) a representation that
the shareholder is a holder of record of shares of the Fund entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
present such business, (v) whether the shareholder intends or is part of a group
which intends to solicit proxies from other shareholders in support of such
business and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2007 annual meeting of shareholders not included
in the proxy statement and form of proxy that 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 10, 2006
3918-PS-06
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 J. Kevin Gao and Karen Regan, severally and 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 10,
2006, at 4:00 p.m., Eastern time, at the offices of the Fund, 466 Lexington
Avenue, 16th Floor, New York, New York 10017, and any adjournments thereof.
[REVERSE SIDE]
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
IN PROPOSAL 1.
THIS PROXY WHEN PROPERLY EXECUTED WILL 1) Election of the following nominees as Director:
BE VOTED IN THE MANNER DIRECTED HEREIN Nominee: (01) Walter Eberstadt (three-year term)
BY THE UNDERSIGNED SHAREHOLDER. IF NO (02) Phillip Goldstein (two-year term)
DIRECTION IS MADE, THIS PROXY WILL BE (03) Steven N. Rappaport (three-year term)
VOTED AS RECOMMENDED BY THE BOARD OF (04) Martin M. Torino (two-year term)
DIRECTORS, IN FAVOR OF THE NOMINEES FOR
DIRECTOR AND IN THE DISCRETION OF THE / / FOR the nominees listed above (except as marked to
PROXIES ON ANY OTHER MATTER THAT MAY the contrary above)
PROPERLY COME BEFORE THE MEETING.
/ / 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