AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1995
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- - --------------------------------------------------------------------------------

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

CS FIRST BOSTON INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)

Not Applicable
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 on 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:

/X/ 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:
- - --------------------------------------------------------------------------------
2

CS FIRST BOSTON INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022

------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------

To our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of CS First Boston Income Fund, Inc. (the "Fund") will be held on
Tuesday, June 13, 1995, at 11:00 A.M., New York City time, at One Citicorp
Center, 153 East 53rd Street, New York, New York 10022, for the following
purposes:

1. To elect Directors for the ensuing year.

2. To ratify the selection by the Board of Directors of Price
Waterhouse LLP as independent accountants for the year 1995.

3. To approve a new Investment Advisory Agreement between the Fund and
BEA Associates containing substantially the same terms, conditions and fees
as the Fund's previous investment advisory agreement with CS First Boston
Investment Management Corporation.

4. To approve an amendment to the Articles of Incorporation of the
Fund to change its name to "BEA Income Fund, Inc."

5. To consider and act upon any other business as may properly come
before the Meeting or any adjournments thereof.

Hal Liebes
Secretary

Dated: May 3, 1995

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY PROMPTLY.
3

CS FIRST BOSTON INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022

-------------------------
PROXY STATEMENT
-------------------------

This statement is furnished by the Board of Directors (the "Directors") of
CS First Boston Income Fund, Inc. (the "Fund") in connection with the
solicitation by it of proxies for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on Tuesday, June 13, 1995 at 11:00 A.M., New York City
time, at One Citicorp Center, 153 East 53rd Street, New York, New York 10022,
the principal executive office of BEA Associates ("BEA" or the "New Adviser").
The purpose of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified and the
proxy is signed, shares will be voted FOR the election of each nominee for
director and FOR the other proposals. A Proxy may be revoked at any time prior
to the time it is voted by written notice to the Secretary of the Fund or by
requesting such action at the Meeting.

The close of business on April 28, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 24,385,367 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy will first be mailed to stockholders on or about May 3, 1995. The
Fund will furnish, without charge, a copy of its Annual Report for the fiscal
year which ended December 31, 1994, upon written or oral request to the Fund c/o
BEA Associates, One Citicorp Center, 153 East 53rd Street, New York, New York
10022, telephone (800) 852-4750.

The holders of one-third of the shares of the Fund outstanding at the close
of business on the record date, present in person or by proxy, will constitute a
quorum for the meeting. Properly executed proxies that are marked "ABSTAIN" and
broker non-votes will be treated as present for determining whether a quorum has
been achieved at the Meeting. In the event that a quorum is not present or
represented, the holders of a majority of the shares present in person or by
proxy may adjourn the meeting, without notice other than announcement at the
meeting, until the requisite number of shares entitled to vote at the meeting
shall be present. If a quorum is present, but sufficient votes to approve one or
more of the proposed items are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitations
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares present at the Meeting or represented by proxy. When voting on a
proposed adjournment, the persons named as proxies will vote for the proposed
adjournment all shares that they are entitled to vote with respect to each item,
unless directed to disapprove the item, in which case such shares will be voted
against the proposed adjournments.

The election of Directors requires for approval the affirmative vote of a
plurality of the shares represented at the meeting (Proposal No. 1). The
affirmative vote of the holders of a simple majority of the shares represented
at the meeting is required for the ratification of the selection of Price
Waterhouse LLP ("Price Waterhouse") as independent accountants for the Fund
(Proposal No. 2). The approval of the new Investment Advisory Agreement with BEA
(Proposal No. 3) requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund which, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), means the lesser of (1) 67% of the Fund's
shares present at a meeting of its shareholders if the owners of more than 50%
of the shares of the Fund then outstanding are present in person or by proxy or
(2) more than 50% of the Fund's outstanding shares. The affirmative vote of a
majority of the outstanding shares of the Fund is required for passage of the
change of the Fund's name (Proposal No. 4).

The expense of solicitation will be borne by the Fund and by CS First Boston
Investment Management Corporation ("CSFBIM") and will include reimbursement to
brokerage firms and others for expenses in forwarding proxy solicitation
material to beneficial owners and to Geoserve Inc. (a proxy solicitation firm
retained by CSFBIM for a fee payable by CSFBIM of $7,500). The solicitation of
proxies will be largely by mail, but may include, without cost to the Fund,
telephonic, telegraphic or oral communications by employees of CSFBIM or BEA.
4

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meeting, four Directors will be elected to hold office until the
next annual meeting following their election and until their respective
successors are elected and qualify. It is the intention of the persons named in
the accompanying form of Proxy to vote for the election of Enrique Arzac,
Lawrence J. Fox, James S. Pasman, Jr. and Daniel H. Sigg. All of the nominees
except for Daniel Sigg are currently members of the
Board of Directors. Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected.

The Board of Directors has no reason to believe that any of the nominees
named above will become unavailable for election as a Director, but if that
should occur before the Meeting, proxies will be voted for such persons as the
Board of Directors may recommend.

INFORMATION REGARDING NOMINEES AND OFFICERS

DIRECTORS

NUMBER OF SHARES
POSITION BENEFICIALLY OWNED
PRINCIPAL OCCUPATION WITH DIRECTLY OR INDIRECTLY
NAME AND ADDRESS AGE AND OTHER INFORMATION FUND AS OF APRIL 28, 1995
- - -------------------------- --- ------------------------------------------- -------------------- ----------------------

Professor Enrique Arzac 53 Professor of Finance and Director of the Director 1,500
Columbia University Financial Management Program, Graduate since 1990
Graduate School of School of Business, Columbia University
Business since 1971. Director of The Adam Express
Uris Hall Company since 1983 and Petroleum and
116th St. and Broadway Resources Corporation since 1987
New York, NY 10027 (investment companies). Director of CS
First Boston Strategic Income Fund, Inc.
since 1990.

Lawrence J. Fox 51 Partner of Drinker Biddle & Reath since Director 0
1100 PNB Building 1976. Managing Partner from 1987 to 1989 since 1990
Broad and Chestnut Sts. and from January 1992 to present. Chairman
Philadelphia, PA 19107 of Professional Responsibility Committee.
Director of CS First Boston Strategic
Income Fund, Inc. since 1990.

James S. Pasman, Jr. 64 Retired President and Chief Operating Director 1,000
29 The Trillium Officer of National InterGroup, Inc., since 1987
Pittsburgh, PA 15238 having been associated with National
InterGroup, Inc., since 1989. Former
Chairman of the Board and Chief Executive
Officer of KaiserTech Ltd. and Kaiser
Aluminum and Chemical Corp. Retired Vice
Chairman of Aluminum Company of America
("Alcoa") having been associated with Alcoa
from 1972 to 1985. Director of CS First
Boston Strategic Income Fund, Inc. since
1988 and of ADT, Ltd. since 1992.

Daniel H. Sigg** 39 Member of the Executive Committee and Director-nominee and 0
c/o BEA Associates Managing Director of BEA (since September Chief Executive
153 E. 53rd Street of 1990); head of International Equity Officer since April
New York, NY 10022 Sales and Trading at Swiss American 1995
Securities (1987 through September of
1990).

2
5

CURRENT OFFICERS OF THE FUND

NUMBER OF SHARES
POSITION BENEFICIALLY OWNED
PRINCIPAL OCCUPATION WITH DIRECTLY OR INDIRECTLY
NAME AND ADDRESS AGE AND OTHER INFORMATION FUND AS OF APRIL 28, 1995
- - ----------------------- --- ----------------------------------------------- ------------------------------------------

Robert Moore** 38 Mr. Moore joined BEA in 1987 and manages President and 0
153 East 53rd Street various fixed income portfolios. Prior to Chief Investment
New York, NY 10022 joining BEA, he was a Vice President at Salomon Officer since April
Brothers, heading a fixed income team. 1995***

Richard J. 34 Managing Director of BEA Associates. Director Vice President since 0
Lindquist*,** of CS First Boston Investment Management 1990***
153 East 53rd Street Corporation, and Vice President of CS First
New York, NY 10022 Boston Strategic Income Fund, Inc. since 1989.
Prior to that he was a Portfolio Manager with
Prudential Insurance Company of America from
January 1989 to July 1989, a Portfolio Manager
with T. Rowe Price Associates from June 1986 to
January 1989, and an Investment Credit Analyst
with New York Life Insurance Company from June
1982 to September 1984

Hal Liebes* 30 Chief Compliance Officer of CS First Boston Secretary 0
599 Lexington Avenue Investment Management Corporation and Assistant since 1994***
New York, NY 10022 Vice President of CS First Boston Corporation
since 1994. Prior to that, he was a staff
attorney in the Enforcement Division of the
U.S. Securities and Exchange Commission from
March 1991 to March 1994 and Corporate
Associate at Morgan Lewis & Bockius from
September 1989 to March 1991. It is anticipated
that upon consummation of the Transaction, he
will become Vice President-Legal Counsel of
BEA.

Harvey M. Rosen 38 Senior Vice President and Director of Fund Treasurer 0
73 Tremont St. Accounting and Fund Administration of Mutual since 1993***
Boston, MA 02108 Funds Service Company. Previously, Fund
Accounting Department Manager, Fidelity
Investments, from April 1987 to April 1988, and
Assistant Vice President-Fund Accounting Group
Manager, The Boston Company Advisors, Inc.
prior to April 1987.

Paul P. Stamler** 34 Vice President of BEA Associates (since June Assistant 0
153 East 53rd Street 1993). From April 1992 to May 1993, Mr. Stamler Treasurer since
New York, NY 10022 was self-employed as a certified public April 1995***
accountant. From June 1988 to March 1992, Mr.
Stamler was a Vice President at Bear, Stearns &
Co. Inc. Mr. Stamler is currently also the
Senior Vice President of The Latin America
Equity Fund, Inc., The Latin America Investment
Fund, Inc., The Portugal Fund, Inc., The
Indonesia Fund, Inc., The Chile Fund, Inc., The
Brazilian Equity Fund, Inc., The Emerging
Markets Infrastructure Fund, Inc., and The
Emerging Markets Telecommunications Fund, Inc.

Michael A. Pignataro** 35 Assistant Vice President and Chief Assistant Vice 0
153 East 53rd Street Administrative Officer for Investment Companies President
New York, NY 10022 of BEA (December 1990 through Present); and Assistant
Assistant Vice President and Chief Secretary since
Administrative Officer for Investment Companies April 1995***
of Basic Appraisals, Inc. (formerly BEA
Associates, Inc.) (August 1984 through December
1990); Chief Financial Officer and Secretary of
The Portugal Fund, Inc., The Latin America
Investment Fund, Inc., The Latin America Equity
Fund, Inc., The Brazilian Equity Fund, Inc.,
The Emerging Markets Infrastructure Fund, Inc.,
The Emerging Markets Telecommunications Fund,
Inc. and The Chile Fund, Inc.; Chief Financial
Officer and Assistant Secretary of The
Indonesia Fund, Inc.

- - ---------------
* An "interested person" of the Fund as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), due to his affiliation with CSFBIM.
** An "interested person" of the Fund as defined in the 1940 Act, due to his
affiliation with BEA.
*** Each officer of the Fund (the "Officers") will hold such office until a
successor has been elected by the Board of Directors.

3
6

As of April 28, 1995, the Officers, Directors and Director-nominees of the
Fund as a group owned beneficially 2,500 shares, which amounts to less than 1%
of the Common Stock of the Fund.

The Fund pays annual compensation of $10,000, plus $500 for attendance per
meeting of the Board of Directors or Committees thereof, plus certain
out-of-pocket expenses, to each Director that is not affiliated with its
investment adviser (three directors are not affiliated with CSFBIM or BEA). Each
such Director is also a Director of CS First Boston Strategic Income Fund, Inc.,
and in that capacity receives the same annual and per-meeting fees, plus certain
out-of-pocket expenses, for services as a Director of such fund. The following
table sets forth the aggregate compensation from the Fund for the fiscal year
ended December 31, 1994, for each Director who is not affiliated with the Fund's
investment adviser, and total compensation from the Fund and CS First Boston
Strategic Income Fund, Inc. for the fiscal year ended December 31, 1994 for each
such Director, and for all such Directors as a group:

TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION FUND AND CS FIRST BOSTON
NAME OF DIRECTOR FROM FUND STRATEGIC INCOME FUND, INC.
---------------- --------- ----------------------------

Enrique Arzac.................................. $ 13,500 $ 27,000
Lawrence J. Fox................................ $ 13,500 $ 27,000
James S. Pasman, Jr............................ $ 13,500 $ 27,000
-------- --------
Total........................................ $ 40,500 $ 81,000
======== ========

By virtue of the responsibilities assumed by its investment adviser, the
Fund itself requires no employees other than its Officers, and none of its
Officers devotes full time responsibilities to the affairs of the Fund or
receives any compensation from the Fund.

The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the management of the Fund's
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. As of the date hereof, the members of the Audit
Committee are Messrs. Arzac, Fox and Pasman. The Board of Directors does not
have a Nominating Committee.

During 1994, there were five meetings of the Board of Directors and two
meetings of the Audit Committee. Each Director attended 75% or more of the
aggregate number of the meetings of the Board of Directors and committees on
which he served held during the period for which he was a Director.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR PROPOSAL
NO. 1.

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)

The Directors, a majority of whom are not "interested persons" of the Fund
(as defined in the 1940 Act), have selected and unanimously approved Price
Waterhouse LLP as independent accountants for the Fund for the year ending
December 31, 1995. Price Waterhouse LLP have been the independent accountants of
the Fund since its organization. The ratification of the selection of
independent accountants is to be voted upon at the Meeting and it is intended
that the persons named in the accompanying proxy vote for Price Waterhouse LLP.
A representative of Price Waterhouse LLP is expected to be present at the Annual
Meeting of Stockholders, will have the opportunity to make a statement and is
expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR PROPOSAL
NO. 2.

4
7

APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
(PROPOSAL NO. 3)

It is proposed that the Fund enter into a new investment advisory agreement
(the "New Advisory Agreement") with BEA, a New York investment manager owned by
CS Holding through its indirect subsidiary Credit Suisse Capital Corporation
("CS Capital"), in connection with the transfer by CSFBIM of substantially all
of its investment management personnel and operations to BEA. The transfer of
investment management personnel and operations is in connection with the sale of
CSFBIM's assets and the transfer of certain of its liabilities to CS Capital
(the "Transaction"). CSFBIM is also principally owned indirectly by CS Holding.
At a meeting held on April 18, 1995, the Board of Directors, a majority of whom
were not "interested persons" of the Fund (as defined in the 1940 Act),
unanimously approved an interim advisory agreement between the Fund and BEA (the
"Interim Advisory Agreement") containing the same terms as the previous advisory
agreement between the Fund and CSFBIM (the "Previous Advisory Agreement"),
except for the identity of the parties, commencement dates and the payment of
fees, which have been waived by BEA under the Interim Advisory Agreement. On
April 18, 1995, BEA became the Fund's new investment adviser under the Interim
Advisory Agreement. The Interim Advisory Agreement shall terminate, pursuant to
its terms, upon approval by the stockholders of the New Advisory Agreement,
which except for the identity of the parties and commencement dates, contains
the same terms as the Previous Advisory Agreement, including fee rate. The New
Advisory Agreement was approved by the Fund's directors at their April 18, 1995
meeting. See "The Previous and Interim Advisory Agreements" and "The New
Advisory Agreement."

BACKGROUND CONCERNING THE TRANSACTION

CS First Boston, Inc. and CS Holding have agreed that it would be desirable
to more closely integrate their respective investment management businesses on a
worldwide basis. This integration is being implemented in the United States
through the Transaction. CS First Boston, Inc., CSFBIM and CS Capital have
entered into an agreement (the "Asset Purchase Agreement") providing for the
sale of CSFBIM assets to, and the assumption of certain CSFBIM liabilities by,
CS Capital. The aggregate consideration to be received by CSFBIM is
approximately $8.3 million (including the value of liabilities to be assumed,
based on March 31, 1995 estimates but excluding the value of certain contingent
and potential liabilities to be assumed), subject to certain adjustments. On
April 24, 1995, the investment management personnel of CSFBIM transferred to
BEA, and BEA became the Fund's investment adviser under the Interim Advisory
Agreement. The remainder of the Transaction is expected to be consummated
shortly after the Meeting. It is contemplated that after a brief transition
period following the consummation of the Transaction, CSFBIM will cease its
operations.

SECTION 15(F)

In the Asset Purchase Agreement, CS Capital agreed to use its best efforts
to comply, and to use its best efforts to cause BEA to comply, with the
provisions of Section 15(f) of the 1940 Act. That section provides, in pertinent
part, that an investment adviser to an investment company may receive any amount
or benefit in connection with a sale of securities of, or a sale of any other
interest in, the investment adviser that results in an assignment of an
investment advisory contract if (1) for a period of three years after the time
of the assignment, at least 75% of the members of the board of directors of the
investment company are not "interested persons" (as defined in the 1940 Act) of
the new investment adviser or its predecessor; and (2) for a period of two years
from the event, there is no "unfair burden" imposed on the investment company as
a result of the transaction. The term "unfair burden" is defined in Section
15(f) to include any arrangement during the two-year period after the
transaction whereby the investment adviser or its predecessor or successor, or
any interested person of such adviser, predecessor or successor, receives or is
entitled to receive

5
8

any compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter for such
investment company).

EVALUATION BY THE BOARD

The Directors discussed the Transaction and its implications for the Fund
at their meeting held on April 18, 1995. The Directors received from
representatives of BEA (the "Representatives") such information as the Directors
requested and as was reasonably necessary to evaluate the New Adviser and the
terms of the proposed Interim Advisory Agreement and the proposed New Advisory
Agreement, and to determine whether approval of the New Adviser and such
agreements was in the best interest of the Fund and its stockholders.

During the meeting, the Directors (including a majority of those Directors
who are not "interested persons" of the Fund, as that term is defined in the
1940 Act), after evaluation and with the advice and assistance of independent
counsel to such Directors, voted to approve the Interim Advisory Agreement and
the New Advisory Agreement described below.

The Board of Directors also approved the proposal to change the name of the
Fund to "BEA Income Fund, Inc." in order to reflect the change in the Fund's
adviser, as more fully discussed under Proposal No. 4 below.

During their deliberations, the Directors reviewed and discussed financial
and other information provided by the Representatives relating to BEA,
addressing issues that the Directors, with the assistance of independent
counsel, determined were raised by the Transaction. Among other things, the
Directors considered the fact that BEA is a significant and sophisticated
investment management company with substantial experience in providing
investment advisory, management, and administrative services to investment
companies, pension funds and other institutional clients. The Directors
evaluated the management and operations of BEA and information provided by BEA
regarding the personnel proposed to manage the Fund, the investment performance
of BEA, and the fact that BEA has stated that it has no plan to change or to
recommend that the stockholders of the Fund change any of the Fund's policies or
objectives. The Directors also took into account the fact that BEA has stated
its intention to employ certain of CSFBIM's key employees currently involved in
the management and administration of the Fund. BEA therefore expects to provide
the Fund with a degree of continuity in portfolio management; however, there can
be no assurance that the investment professionals of either CSFBIM or BEA will
continue to serve in their current capacities. The Directors also considered
that, following the transfer of the assets of CSFBIM, CSFBIM would be unable to
continue to provide either management or investment advisory services to the
Fund and that the only proposal presented to the Directors was the assumption of
management of the Fund by BEA. The Board of Directors obtained assurances from
the Representatives that BEA would provide satisfactory advisory and other
services during the interim period and thereafter to the Fund of a scope and
quality at least equivalent, in the Directors' judgment, to the scope and
quality of services previously provided to the Fund.

The Directors recommend that the stockholders of the Fund approve the New
Advisory Agreement between the Fund and BEA.

THE PREVIOUS AND INTERIM ADVISORY AGREEMENTS

BEA presently acts as the investment adviser to the Fund pursuant to the
Interim Advisory Agreement. Prior to approval by the Directors of the Interim
Advisory Agreement, CSFBIM served as investment adviser to the Fund pursuant to
the Previous Advisory Agreement, dated as of January 22, 1991, between the Fund
and CSFBIM. The Previous Advisory Agreement was approved by the stockholders of
the Fund at a special

6
9

meeting held on January 22, 1991, following CS Holding's increase in its
indirect ownership interest in CS First Boston, Inc. from 44.5% to a substantial
majority position. The Previous Advisory Agreement was last approved for
continuance by the Board of Directors at a meeting held on February 21, 1995.
The provisions of the Interim Advisory Agreement and the Previous Advisory
Agreement are the same, except for the identity of the parties, commencement
dates and the payment of fees, which have been waived by BEA under the Interim
Advisory Agreement. See "Service Provided" and "Fees" below.

Service Provided. Both the Previous Advisory Agreement and the Interim
Advisory Agreement provide that the investment adviser, subject to the general
supervision of the Directors and in accordance with the investment objectives,
policies and restrictions of the Fund, will manage the investment operations of
the Fund and the composition of the portfolio of securities and investments
(including cash) belonging to the Fund. It is the responsibility of the
investment adviser to make investment decisions for the Fund and to place
purchase and sale orders for portfolio transactions. The investment adviser
furnishes a continuous investment program for the Fund, maintains books and
records with respect to its securities transactions, and pays all expenses
involved in management of the Fund's investments. The investment adviser pays
the salaries, fees and expenses of directors or officers of the Fund who are
directors or partners, as the case may be, officers and employees of the
investment adviser. The Previous Advisory Agreement and the Interim Advisory
Agreement provide that the investment adviser shall not be liable to the Fund or
any stockholder for anything done or omitted by it except acts or omissions
involving willful misfeasance, bad faith, gross negligence or reckless disregard
of duties imposed upon it pursuant to the Previous Advisory Agreement or the
Interim Advisory Agreement, as the case may be, or for any losses that may be
sustained in the purchase, holding or sale of securities.

The Interim Advisory Agreement, which was approved by the Board of
Directors as a temporary measure to provide for continuity of management of the
Fund during and following the Transaction, will continue until the approval of
the New Advisory Agreement by the stockholders of the Fund, and thereupon will
automatically terminate. See "The New Advisory Agreement" below.

Fees. For the services provided and expenses formerly borne by CSFBIM
under the Previous Advisory Agreement, the Fund paid to CSFBIM as full
compensation therefor, a fee, computed weekly and payable quarterly, at an
annual rate equal to 0.50% of the average weekly net assets of the Fund. For the
fiscal year ended December 31, 1994, CSFBIM was paid a fee of $1,032,360, which
was equivalent to an annual rate of 0.50% of the average weekly net assets of
the Fund. Under the Interim Advisory Agreement, BEA has agreed not to charge an
advisory fee.

THE NEW ADVISORY AGREEMENT

Service Provided. The terms of the New Advisory Agreement between the Fund
and BEA are the same as the terms of the Previous Advisory Agreement, except as
to the commencement and termination dates and the identity of the parties. A
copy of the New Advisory Agreement is attached hereto as Exhibit A.

If approved by the Fund's stockholders, the New Advisory Agreement shall
continue in effect until January 31, 1997, and from year to year thereafter,
subject to termination as hereinafter provided, if such continuance is
specifically approved at least annually (i) by a vote of the holders of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of the Directors, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by a vote of a majority of the
directors who are not parties to the New Advisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on such approval. The New Advisory
Agreement, like the Previous Advisory Agreement, will terminate automatically
upon its assignment and is terminable at any time without penalty by a vote of
the Directors or by a vote of a majority

7
10

of the outstanding voting securities of the Fund (as defined in the 1940 Act) on
60 days' written notice to the New Adviser, or by the New Adviser on 90 days'
written notice to the Fund.

Fees. As compensation for services provided and the expenses borne by the
New Adviser under the New Advisory Agreement, the Fund will pay the New Adviser
the same fee as was paid to CSFBIM under the Previous Advisory Agreement, i.e.,
a fee computed weekly and payable quarterly, at an annual rate equal to 0.50% of
the Fund's average weekly net assets.

In order to be approved by stockholders of the Fund, the New Advisory
Agreement must be approved by the holders of a majority of the outstanding
voting securities of the Fund, which is defined in the 1940 Act as the lesser of
(i) 67% of such shares present at the Meeting if the owners of more than 50% of
the shares of the Fund then outstanding are present in person or by proxy, or
(ii) more than 50% of the outstanding shares.

In the event stockholder approval of the New Advisory Agreement is not
obtained, the Directors will take such action as they deem to be in the best
interests of the Fund and its stockholders.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR PROPOSAL
NO. 3.

APPROVAL OF AN AMENDMENT TO THE
ARTICLES OF INCORPORATION OF THE FUND
TO CHANGE ITS NAME TO "BEA INCOME FUND, INC."
(PROPOSAL NO. 4)

The Directors have considered and approved, subject to stockholder
approval, an amendment to the Fund's Articles of Incorporation to change its
name to "BEA Income Fund, Inc." The proposed amendment to the Fund's name would
reflect the Fund's change of investment adviser (see Proposal No. 3).

Under the Fund's Articles of Incorporation, and Maryland law, this
amendment of the Articles of Incorporation requires the affirmative vote of a
majority of the Fund's outstanding shares. In the event that the stockholders do
not approve the proposed amendment to the Articles of Incorporation and the
change in name is not adopted, the Directors will consider other appropriate
action.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR PROPOSAL
NO. 4.

CERTAIN INFORMATION ABOUT THE
NEW ADVISER AND THE FUND

BEA is a general partnership organized under the laws of the State of New
York and, together with its predecessor firms, has been engaged in the
investment advisory business for over 50 years. CS Capital is an 80% partner and
Basic Appraisals, Inc., which is owned by members of BEA management, is a 20%
partner in BEA. CS Capital is a wholly-owned subsidiary of Credit Suisse
Investment Corporation, which is a wholly-owned subsidiary of Credit Suisse. In
turn, Credit Suisse is a subsidiary of CS Holding, which is also the ultimate
parent of CSFBIM. No one person or entity possesses a controlling interest in
Basic Appraisals, Inc. BEA is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended.

BEA is a diversified asset manager, handling global equity, balanced, fixed
income and derivative securities accounts for private individuals, as well as
corporate pension and profit-sharing plans, state pension funds, union funds,
endowments and other charitable institutions. As of December 31, 1994, BEA
managed

8
11

approximately $21 billion in assets, of which approximately $2.6 billion are
assets of registered investment companies under the 1940 Act.

As an investment adviser, BEA emphasizes a global investment strategy. BEA
currently acts as investment adviser for fourteen registered investment
companies under the 1940 Act. They are: The Chile Fund, Inc., The Indonesia
Fund, Inc., The Portugal Fund, Inc., The Latin America Investment Fund, Inc.,
The Latin America Equity Fund, Inc., The Brazilian Equity Fund, Inc., The First
Israel Fund, Inc., The Emerging Markets Telecommunications Fund, Inc., The
Emerging Markets Infrastructure Fund, Inc., The Bear Stearns Emerging Markets
Debt Fund, Inc., The BEA International Equity Fund, The BEA Emerging Markets
Equity Fund, The BEA Strategic Fixed Income Fund and The BEA U.S. Core Fixed
Income Fund. BEA also acts as investment adviser for eighteen offshore funds,
thirteen of which are equity funds: The South America Fund N.V., The Mexican
Investment Company, Latin America Capital Partners, Ltd., Brazilian Equity
Investments I Ltd., Argentine Equity Investments I Ltd., C.I. Global Fund, C.I.
Emerging Markets Fund, C.I. North America Fund, C.I. Global Equity RSP Fund,
C.I. Latin America Fund, Credit Suisse North America Fund, Credit Suisse Equity
Fund-Latin America and Credit Suisse Transatlantic Fund; and five of which focus
on investments in fixed income securities: The Mexico Debt Fund, The Bear
Stearns Emerging Markets Fixed Income Fund, C.I. World Bond Fund, C.I. Global
Bond RSP Fund and The Credis Emerging Markets Debt Fund. None of the funds for
which BEA currently acts as investment adviser have investment objectives
similar to those of the Fund.

Pursuant to an Amended and Restated Partnership Agreement between Basic
Appraisals and CS Capital, BEA is governed by a Board of Directors. Subject to
the overall authority of the Board of Directors, the day to day affairs of BEA
are managed by an Executive Committee. The names and principal occupations of
the directors and principal executive officers of BEA are set forth below.

NAME POSITION WITH BEA OTHER PRINCIPAL OCCUPATIONS
- - --------------------------- ------------------------------ ------------------------------

Manfred Adami.............. Chairman of the Board of Member of the Executive Board
Directors of Credit Suisse.

Dr. Hans Geiger............ Director Member of the Executive Board
of Credit Suisse.

Dr. Hermann Maurer......... Director Member of Senior Management
and Head of Asset Management
of Credit Suisse.

Michael F. Orr............. Director and Executive Consulting Partner, Milbank,
Committee Member Tweed, Hadley & McCloy (active
Partner prior to July 1,
1990).

William W. Priest, Jr...... Director, Director of The Indonesia
Co-Chairman -- Executive Fund, Inc.
Committee, Chief Executive
Officer and Managing Director

John B. Hurford............ Vice Chairman -- Executive
Committee and Managing Director

Albert L. Zesiger.......... Honorary Chairman -- Executive
Committee and Managing Direc-
tor

9
12

NAME POSITION WITH BEA OTHER PRINCIPAL OCCUPATIONS
- - --------------------------- ------------------------------ ------------------------------

Emilio Bassini............. Member of the Executive Com- President and Secretary of The
mittee, Chief Financial Indonesia Fund, Inc.;
Officer and Managing Director Director, President and Chief
Investment Officer of The
Chile Fund, Inc., The Portugal
Fund, Inc., The Emerging
Markets Infrastructure Fund,
Inc. and The Emerging Markets
Telecommunications Fund, Inc.;
Director, Chairman of the
Board, President and Chief In-
vestment Officer of The Latin
America Investment Fund, Inc.
and The Latin America Equity
Fund, Inc.; Director, Chairman
of the Board, President and
Chief Executive Officer of The
Brazilian Equity Fund, Inc.

Jeffrey A. Geller.......... Member of the Executive Com-
mittee and Managing Director

Daniel H. Sigg............. Member of the Executive Com- Director and Senior Vice
mittee and Managing Director President of The Indonesia
Fund, Inc., The Chile Fund,
Inc., The Portugal Fund, Inc.,
The Latin America Equity Fund,
Inc., The Latin America
Investment Fund, Inc., The
Brazilian Equity Fund, Inc.,
The First Israel Fund, Inc.
and The Emerging Markets
Infrastructure Fund, Inc.

Robert Moore............... Executive Director, Fixed Mr. Moore joined BEA in 1987
Income Portfolio Manager and manages various fixed
income portfolios. Prior to
joining BEA, he was a Vice
President at Salomon Brothers,
heading a fixed income team.

Timothy T. Taussig......... Managing Director, Director of Mr. Taussig joined BEA in 1985
Client Development and is the Director of Client
Development at BEA. His
responsibilities include the
marketing of all of BEA's
portfolio investment strate-
gies. Prior to joining BEA, he
was Vice President and
Marketing Director at Aetna
Capital Management.

The principal business address of all of the foregoing and of BEA is One
Citicorp Center, 153 East 53rd Street, New York, New York 10022. In connection
with the Transaction, CS Capital will acquire the 9000 Fund shares beneficially
owned by CSFBIM. Such shares represent less than 1% of the Fund's outstanding
shares.

10
13

CERTAIN INFORMATION ABOUT
CSFBIM AND THE FUND

CSFBIM, an indirect subsidiary of CS First Boston, Inc., was incorporated
in 1984 and is a registered investment adviser under the Investment Advisers Act
of 1940, as amended. Prior to the Transaction, CSFBIM provided investment
services to institutional clients in both the equity and fixed-income markets.
At December 31, 1994, CSFBIM had approximately $7.0 billion of assets under
management and advisement. CS First Boston Securities Corporation, the parent of
CSFBIM, is a wholly-owned subsidiary of CS First Boston, Inc. At December 31,
1994, CS Holding, a Swiss corporation, held 100% of the outstanding voting stock
and approximately 65% of the economic interest in CS First Boston, Inc.

In addition to the Fund, as of December 31, 1994, CSFBIM acted as the
investment adviser or sub-adviser for six other registered investment companies
or portfolios, as set forth below.

APPROXIMATE NET
ASSETS AS OF
DECEMBER 31, 1994 ANNUAL RATE OF
FUNDS (IN THOUSANDS) COMPENSATION
----- -------------- ------------

CS First Boston Strategic Income Fund, Inc. ........ $ 78,252 0.50% of average weekly
net assets
CS First Boston Investment Funds, Inc.
Institutional Money Market Fund................... $432,287 0.15% of average daily
net assets
Institutional Tax-Exempt Money Market Fund........ $ 53,223 0.20% of average daily
net assets
Institutional Government Fund..................... $ 20,485 0.50% of average daily
net assets
Equi-Select Series Trust
Money Market Portfolio............................ $ 200 0.125% of average daily
net assets*
Mortgage-Backed Securities Portfolio.............. $ 5,000 0.35% of average daily
net assets*

- - ---------------
* CSFBIM currently waives its fee under the terms of its sub-advisory agreement
with the portfolios of Equi-Select Series Trust.
------------------------

Certain information regarding the Directors and the principal Executive
Officers of CSFBIM prior to the Transaction is set forth below:

NAME POSITION WITH CS FIRST BOSTON INVESTMENT MANAGEMENT CORPORATION
---- ---------------------------------------------------------------

Joseph F. Huber................... Co-Chairman of the Board
Robert J. Parker.................. Co-Chairman of the Board
Richard J. Lindquist.............. Director
Robert C. Coby.................... Chief Operating Officer
Hal Liebes........................ Chief Compliance Officer
Agnes F. Reicke................... Secretary
Lori M. Russo..................... Assistant Secretary

The principal business address of all of the foregoing and of CSFBIM is 599
Lexington Avenue, New York, New York 10022, except for Mr. Parker, whose
principal business address is One Cabot Square, London E14 4QJ, England. As of
April 28, 1995, CSFBIM owned beneficially 9000 shares of the Fund, which
represented less than 1% of the outstanding shares.

11
14

PORTFOLIO TRANSACTIONS

If approved by the stockholders, the New Adviser will select the dealers
that will execute the purchases and sales of portfolio securities for the Fund.
Fixed-income securities are generally traded on a "net" basis with dealers
acting as principal for their own account without a stated commission, although
the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter. In the purchase and sale of
portfolio securities, the New Adviser will seek the best available price and
most favorable execution. The Fund will not purchase securities from affiliates
in principal transactions.

Some securities considered for investment by the Fund may also be
appropriate for other funds served by the New Adviser. If the purchase or sale
of securities consistent with the investment policies of the Fund and one or
more of the other funds served by the New Adviser are considered at about the
same time, transactions in such securities will be allocated among the several
funds in a manner deemed equitable by the New Adviser. The Fund paid no
brokerage commissions for the year ended December 31, 1994 and expects to pay no
brokerage commissions in 1995.

THE ADMINISTRATOR

The Fund employs U.S. Trust Company of New York (the "Administrator"),
under an Administration Agreement, to provide certain administrative services to
the Fund. The principal business address of the Administrator is 73 Tremont
Street, Boston, MA 02108-3913.

OTHER MATTERS

No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon as set forth on page 1 of this Proxy
Statement and according to their best judgment in the interest of the Fund.

STOCKHOLDER'S PROPOSALS

A stockholder proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1996 must be received by the Fund on or before
December 31, 1995 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting. The mere submission of a proposal by a
shareholder does not guarantee that such proposal will be included in the proxy
statement because certain rules under the Federal securities laws must be
complied with before inclusion of the proposal is required.

Hal Liebes
Secretary

Dated: May 3, 1995

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

12
15

EXHIBIT A

CS FIRST BOSTON INCOME FUND, INC.
(BEING CHANGED TO "BEA INCOME FUND, INC.")

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made as of the day of , 1995 between CS First
Boston Income Fund, Inc., a Maryland corporation whose name is being changed to
"BEA Income Fund, Inc." (the "Fund"), and BEA Associates, a New York general
partnership (the "Adviser").

WITNESSETH

WHEREAS, the Fund is a diversified, closed-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to render such
services;

NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:

1. The Fund hereby appoints the Adviser to act as investment adviser to the
Fund. The Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

2. Subject to the supervision of the Board of Directors of the Fund, the
Adviser will manage the portfolio of securities and investments (including cash)
belonging to the Fund including the purchase, retention and disposition thereof
and the execution of agreements relating thereto, in accordance with the Fund's
investment objective, policies and restrictions as stated in the Prospectus (as
defined in paragraph 4(f) of this Agreement) and subject to the following
understandings:

(a) The Adviser shall furnish a continuous investment program for the
Fund and in so doing shall determine from time to time what investments or
securities will be purchased, retained or sold by the Fund, and what
portion of the assets will be invested or held uninvested as cash;

(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement;

(c) The Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Articles of
Incorporation, the Bylaws and Prospectus of the Fund and with the
instructions and directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations;

(d) The Adviser shall determine the securities to be purchased or sold
by the Fund and as agent for the Fund will effect portfolio transactions
pursuant to its determinations either directly with the issuer or with any
broker and/or dealer in such securities; in placing orders with brokers
and/or dealers the Adviser intends to seek the best available price and
execution for purchases and sales; the Adviser shall also determine whether
or not the Fund shall enter into repurchase or reverse repurchase
agreements;

On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other customers, the
Adviser may, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities to be so sold or
purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the
16

Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and, if applicable, to such
other customers;

(e) The Adviser shall maintain books and records with respect to the
securities transactions of the Fund and shall render to the Fund's Board of
Directors such periodic and special reports as the Board of Directors may
reasonably request;

(f) The Adviser shall provide the Fund's Custodian as required with
information relating to all transactions concerning the assets belonging to
the Fund, except purchases of and any sales of the Fund's Common Stock
("Fund Shares"); and

(g) The investment management services of the Adviser to the Fund
under this Agreement are not to be exclusive, and the Adviser shall be free
to render similar services to others.

3. The Adviser is authorized to select the brokers and dealers that will
execute the purchases and sales of portfolio securities for the Fund and is
directed to use its best efforts to obtain the best available price and
execution, except as prescribed herein. Unless and until otherwise directed by
the Board of Directors of the Fund, the Adviser may also effect individual
securities transactions at commission rates in excess of the minimum commission
rates available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise.

4. The Fund has delivered copies of each of the following documents to the
Adviser and will promptly notify and deliver to it all future amendments and
supplements, if any:

(a) Articles of Incorporation of the Fund, filed with the Department
of Assessments and Taxation of the State of Maryland on February 11, 1987
(such Articles of Incorporation, as presently in effect and as amended from
time to time, being herein called the "Articles of Incorporation");

(b) Bylaws of the Fund (such Bylaws, as presently in effect and as
amended from time to time, being herein called the "Bylaws");

(c) Certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Adviser and approving the form of this
Agreement;

(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-2 (No. 33-11996) (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") on February 13, 1987 relating to the Fund and the Fund
Shares, and all amendments thereto;

(e) Notification of Registration of the Fund under the 1940 Act on
Form N-8A as filed with the Commission on February 13, 1987 and all
amendments thereto; and

(f) Prospectus of the Fund dated April 8, 1987 (such prospectus being
herein called the "Prospectus").

5. The Advisor shall authorize and permit any of its partners, agents and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected. Services to be furnished by the
Adviser under this Agreement may be furnished through the medium of any of such
partners, agents or employees of the Adviser.
17

6. The Adviser shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2(e) of this Agreement. The Adviser
agrees that all records which it maintains for the Fund are the property of the
Fund and it will promptly surrender any of such records to the Fund upon the
Fund's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by the Adviser with respect to the Fund by Rule
31a-1 of the Commission under the 1940 Act.

7. During the term of this Agreement the Adviser will pay all expenses
(including without limitation the compensation of all its partners, agents and
employees serving as directors or officers of the Fund pursuant to paragraph 5
of this Agreement) incurred by it in connection with its activities under this
Agreement other than the cost of securities and investments purchased for the
Fund (including taxes and brokerage commissions, if any).

8. For the services provided and the expenses borne pursuant to this
Agreement, the Fund will pay to the Adviser as full compensation therefor a fee,
computed weekly and payable quarterly, at an annual rate equal to 0.50% per
annum of the average weekly net assets of the Fund. This fee for each quarter
will be paid to the Adviser during the month succeeding such quarter.

9. The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

10. This Agreement shall become effective upon the later of (a) the
termination of the previous Investment Advisory Agreement between the Fund and
CS First Boston Investment Management Corporation or (b) its approval by the
stockholders of the Fund in the manner prescribed by the 1940 Act. Upon becoming
effective, this Agreement shall remain in effect until January 31, 1997, and
shall continue in effect from year to year thereafter if such continuance is
approved at least annually by (a) a majority of the outstanding voting
securities (as defined in the 1940 Act) or by vote of the Fund's Board of
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (b) vote of a majority of the Directors of the Fund who are not
parties to this Agreement; or "interested persons" (as defined in the 1940 Act)
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated by the Fund
at any time, without the payment of any penalty, by the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund on 60 days' written notice to the Adviser,
or by the Adviser at any time, without the payment of any penalty on 90 days'
written notice to the Fund. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).

11. The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized
by the Board of Directors of the Fund from time to time, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.

12. This Agreement may be amended by mutual consent, but the consent of the
Fund must be approved (a) by vote of a majority of those Directors of the Fund
who are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, as (b) by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund.
18

13. Notices of any kind to be given to the Adviser by the Fund shall be in
writing and shall be duly given if mailed or delivered to the Adviser at One
Citicorp Center, 153 East 53rd Street, New York, New York 10022, Attention:
President, or at such other address or to such other individual as shall be
specified by the Adviser to the Fund in accordance with this paragraph 13.
Notices of any kind to be given to the Fund by the Adviser shall be in writing
and shall be duly given if mailed or delivered to the Fund at CS First Boston
Income Fund, Inc., One Citicorp Center, 153 East 53rd Street, New York, New York
10022, Attention: President, or at such other address or to such other
individual as shall be specified by the Fund to the Adviser in accordance with
this paragraph 13. The Adviser agrees to notify the Fund of any change in its
membership within a reasonable time of such change.

14. The Fund agrees that if this Agreement is terminated and the Adviser
shall no longer be the adviser to the Fund, the Fund will, within a reasonable
period of time, change its name to delete reference to "BEA".

15. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

16. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

CS FIRST BOSTON INCOME FUND, INC.
(being changed to "BEA Income Fund,
Inc.")

By:
----------------------------------------

BEA ASSOCIATES

By:
----------------------------------------
19
CS FIRST BOSTON INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING OF STOCKHOLDERS (THE "MEETING") TO BE HELD AT 11:00 A.M., NEW YORK CITY
TIME, ON TUESDAY, JUNE 13, 1995, AT ONE CITICORP CENTER, 153 EAST 53RD STREET,
NEW YORK, NEW YORK 10022.

The undersigned hereby appoints Joseph Huber, Hal Liebes and Paul Stamler,
and each of them, with full power of substitution, as proxies of the undersigned
to vote at the Meeting and at all adjournments thereof, all shares of CS First
Boston Income Fund, Inc. held of record by the undersigned on the record date
for the Meeting upon the following matters, and upon any other matter which may
properly come before the Meeting or any adjournment thereof, in their
discretion.

NEW ADDRESS:__________________________________
______________________________________________
______________________________________________
______________________________________________

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
20

PLEASE MARK
/X/ YOUR CHOICES
LIKE THIS

EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED HEREON, AND IN
THE ABSENCE OF SPECIFICATIONS, WILL BE TREATED AS VOTING FOR PROPOSALS (1), (2),
(3) AND (4) BELOW.

---------------
COMMON

1. Election of Directors:
Nominees: Enrique R. Arzac, Lawrence J. Fox, James S. Pasman, Jr. and
Daniel H. Sigg.

FOR WITHHELD
all from all
nominees nominees
/ / / /

INSTRUCTION: For, except vote withheld from the following nominee(s):

- - -------------------------------------------------------------------------------

2. To ratify the selection by the Board of Directors of Price Waterhouse LLP
as independent accountants for the Fund for the year 1995.

FOR AGAINST ABSTAIN
/ / / / / /

3. To approve a new Investment Advisory Agreement between the Fund and BEA
Associates containing substantially the same terms, conditions and fees as
the Fund's previous investment advisory agreement with CS First Boston
Investment Management Corporation.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve an amendment to the Articles of Incorporation of the Fund to
change its name to "BEA Income Fund, Inc."

FOR AGAINST ABSTAIN
/ / / / / /

5. To consider and act upon any other business as may properly come before the
Meeting or any adjournment thereof.

I PLAN
TO ATTEND / /
MEETING

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign, or if he/she signs, that stockholder's vote binds
both stockholders. 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 a duly authorized officer. If a partnership, please sign in
partnership name by an authorized person. Receipt of Notice of Annual Meeting
and Proxy Statement is hereby acknowledged.

Signature(s)_______________________________________________Date________________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.