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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
CREDIT SUISSE ASSET MANAGEMENT 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):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(800) 293-1232
YOUR VOTE IS IMPORTANT
DEAR SHAREHOLDER:
The Board of Directors (the "Board") of Credit Suisse Asset Management
Income Fund, Inc. (the "Fund") has recently reviewed and unanimously endorsed a
proposal to retain Credit Suisse Asset Management Limited ("CSAM U.K."), the
United Kingdom affiliate of Credit Suisse Asset Management, LLC ("CSAM"), the
Fund's investment adviser, as sub-investment adviser to the Fund. We are pleased
to invite you to attend a Special Meeting of Shareholders of the Fund (the
"Meeting") on Tuesday, August 10, 2004, commencing at 11:00 a.m. New York time,
to consider the approval of a sub-investment advisory agreement with CSAM U.K.
The Board and CSAM believe that the retention of CSAM U.K. is in the
best interest of shareholders. The Board has determined that retention of
CSAM U.K. will enable the Fund to capitalize on that firm's investment
expertise. SINCE THE SUB-ADVISORY FEES FOR CSAM U.K. WILL BE PAID BY CSAM,
APPROVAL OF THE PROPOSAL WILL NOT RESULT IN ANY INCREASE OF THE FEES OR
EXPENSES OTHERWISE INCURRED BY SHAREHOLDERS.
Detailed information about the proposal may be found in the attached Proxy
Statement. You are entitled to vote at the Meeting and any adjournments thereof
if you owned shares of the Fund at the close of business on June 14, 2004.
If you have any questions regarding any of the above proposal, please feel
free to call D.F. King & Co., Inc. at 1-800-290-6424.
Respectfully,
/s/ Michael A. Pignataro
------------------------
MICHAEL A. PIGNATARO
SECRETARY
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CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(800) 293-1232
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 10, 2004
TO THE SHAREHOLDERS OF
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of Credit Suisse Asset Management Income 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 August 10, 2004, at 11:00 a.m. New York time.
The purpose of the Special 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 Special Meeting or any adjournments thereof:
(1) To approve a new investment sub-advisory agreement among the
Fund, CSAM and Credit Suisse Asset Management Limited.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on June 14, 2004 has been fixed as the record date
for the determination of the shareholders of the Fund entitled to notice of, and
to vote at, this Special Meeting.
This notice and related proxy material are first being mailed on or about
July 15, 2004.
By order of the Board of Directors
/s/ Michael A. Pignataro
------------------------
MICHAEL A. PIGNATARO
SECRETARY
Dated: July 9, 2004
New York, New York
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.
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CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 10, 2004
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of Credit Suisse Asset
Management Income Fund, Inc. (the "Fund") for use at a Special Meeting of
Shareholders at the offices of Credit Suisse Asset Management, LLC ("CSAM" or
the "Manager"), 466 Lexington Avenue (between 45th and 46th streets), 16th
Floor, New York, New York 10017 on August 10, 2004 (commencing at 11:00 a.m. New
York time) and at any adjournments thereof (collectively, the "Special Meeting"
or the "Meeting"). A Notice of Special 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,
Brown Brothers Harriman & Co., the administrator of the Fund (the
"Administrator"), or D.F. King & Co., Inc. ("D.F. King"), a proxy solicitation
firm that has been retained by the Fund and which will receive a fee not to
exceed $3,000 and will be reimbursed for its reasonable expenses. 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
CSAM. This Proxy Statement is expected to be mailed to shareholders on or about
July 15, 2004.
CSAM has its principal executive office at 466 Lexington Avenue, 16th
Floor, New York, New York 10017. The Administrator has its principal executive
office at 40 Water Street, Boston, Massachusetts 02109.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended December 31, 2003 has been previously provided to
shareholders. 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 CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. C/O CREDIT SUISSE
ASSET MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK
10017, OR AT THE FUND'S WEBSITE AT http://www.CSAM.com/us. THESE REQUESTS WILL
BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Special 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 approval of the new
investment sub-advisory agreement among the Fund, CSAM and Credit Suisse Asset
Management Limited ("CSAM U.K." or the Sub-Adviser"). Any shareholder giving a
Proxy has the right to attend the Special Meeting to vote his or her shares in
person (thereby revoking any prior Proxy) and also the right to revoke the Proxy
at any time by written notice received by the Fund prior to the time it is
voted.
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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 Special Meeting. In the event that a quorum is not
present at the Special Meeting, the holders of a majority of the shares present
in person or by proxy will have the power to adjourn the Special Meeting,
without notice other than an announcement at the Special Meeting, until the
requisite number of shares entitled to vote at the Special Meeting is present.
In the event that a quorum is present at the Special 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 Special 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 Special
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 Special Meeting must take place not more than 120 days after the
record date. At such adjourned Special Meeting, any business may be transacted
which might have been transacted at the original Special Meeting. If a quorum is
present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Special Meeting prior to any adjournment if
sufficient votes have been received and it is otherwise appropriate.
For purposes of determining the presence of a quorum for transacting
business at the Special 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 is seeking shareholders' approval of a new investment sub-advisory
agreement among the Fund, CSAM and CSAM U.K. If shareholders approve the
proposal:
-CSAM U.K. will manage the day-to-day investment of the portion of the
Fund's assets allocated to CSAM U.K. by the Manager, consistent with the
Fund's investment objectives, policies and strategies.
-The advisory fees payable by the Fund will not change.
-The new investment sub-advisory agreement will take effect on August 11,
2004.
Approval of the investment sub-advisory agreement will require the
affirmative vote of a majority of the outstanding voting securities of the Fund,
which means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund, or (2) 67% or more of the shares of the Fund
present at the Special Meeting if more than 50% of the Fund's outstanding shares
are present at the Special Meeting in person or by proxy. Abstentions and broker
non-votes will have the effect of votes "AGAINST" Proposal 1 for purposes of
tabulating votes necessary for its approval.
CSAM and its affiliates have advised the Fund that they intend to vote the
shares over which they have voting power at the Special 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 Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, June 14, 2004, there were 49,895,588
Shares outstanding. Each Share is entitled to one vote at the Special Meeting,
and fractional Shares are entitled to a proportionate share of one vote.
In order that your Shares may be represented at the Special Meeting, you
are requested to:
-indicate your instructions on the Proxy;
-date and sign the Proxy;
-mail the Proxy promptly in the enclosed envelope;
-allow sufficient time for the Proxy to be received and processed on or
before 11:00 a.m. on August 10, 2004.
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PROPOSAL 1
APPROVAL OF A NEW INVESTMENT SUB-ADVISORY
AGREEMENT AMONG THE FUND, CSAM AND CSAM U.K.
INTRODUCTION
The Fund's shareholders will be asked at the Meeting to approve an
Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement") among the
Fund, CSAM and CSAM's United Kingdom affiliate, CSAM U.K. The Sub-Advisory
Agreement was unanimously approved by the Board, including all of the
Directors (the "Directors") who are not parties to the Sub-Advisory Agreement
or "interested persons" (as defined under the 1940 Act) of any such parties
(the "Non-Interested Directors") at a meeting held on May 18, 2004.
At the meeting, CSAM, as investment adviser to the Fund, recommended to
the Board that the Fund retain CSAM U.K. as sub-investment adviser and that
pursuant to the proposed Sub-Advisory Agreement, CSAM (and not the Fund) pay
CSAM U.K. a sub-advisory fee of $250,000 per annum for services rendered with
respect to the Fund and all other Credit Suisse Funds for which CSAM U.K. has
been appointed to act as sub-adviser. Thus, the retention of CSAM U.K. will
not increase the fees or expenses otherwise incurred by the Fund or its
shareholders. Under the proposed Sub-Advisory Agreement, CSAM will monitor
the activities and performance of CSAM U.K.
The Sub-Advisory Agreement for the Fund as approved by the Board is now
being submitted for approval by the Fund's shareholders. If approved by the
Fund's shareholders, the Sub-Advisory Agreement will take effect on August 11,
2004 and will remain in effect for an initial two-year period. Thereafter, the
Sub-Advisory Agreement will continue automatically for successive one-year
periods, provided that it is approved at least annually by a vote of a majority
of the Directors, including a majority of the Non-Interested Directors. If the
shareholders of the Fund do not approve the Sub-Advisory Agreement, the Board
will consider appropriate action with respect to such non-approval.
Any description of the agreement set forth in this proxy statement is
qualified in its entirety by the agreement, a form of which is attached to this
proxy statement as Appendix A.
CSAM U.K.'s principal office is located at Beaufort House, 15 St. Botolph
Street, London, EC3A 7JJ.
AS DESCRIBED ABOVE, THE SUB-ADVISORY FEE PAYABLE TO CSAM U.K. PURSUANT TO THE
SUB-ADVISORY AGREEMENT WILL BE PAID BY CSAM AND, ACCORDINGLY, THE RETENTION
OF CSAM U.K. WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE INCURRED BY THE
FUND OR ITS SHAREHOLDERS.
BOARD EVALUATION AND RECOMMENDATION
In considering whether to approve the Sub-Advisory Agreement for CSAM
U.K. and recommend approval to shareholders, the Board, including the
Non-Interested Directors, considered various information and materials
provided by CSAM and CSAM U.K. The Board considered, primarily, the benefits
to the Fund of retaining CSAM U.K. given the increased complexity of the
domestic and foreign securities markets, specifically that retention of CSAM
U.K. would expand the universe of companies and countries from which
investment opportunities can be sought and enhance the Fund's ability to
obtain best price and execution on trades in foreign markets, including
emerging markets. The Board also carefully considered the particular
expertise of CSAM U.K. in managing the types of global investments which the
Fund makes, including their personnel and research capabilities. The Board
also evaluated the extent of the proposed services to be offered by the
Sub-Adviser. The Board considered the Manager's belief that the sub-advisory
fees payable to CSAM U.K. were within the range of fees charged by other
investment advisers with respect to similar closed-end funds and were
reasonable and fair
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in relation to the advisory services provided. In addition, the Board took
into account the lack of any anticipated adverse impact to the Fund as a
result of the Sub-Advisory Agreement, particularly noting that THE
COMPENSATION PAID TO CSAM U.K. WILL BE PAYABLE BY CSAM AND, ACCORDINGLY, THAT
THE RETENTION OF CSAM U.K. WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE
INCURRED BY THE FUND OR ITS SHAREHOLDERS AND THAT ALL COSTS OF THE
SOLICITATION AND THE MEETING WILL BE BORNE BY CSAM. After considering the
relevant factors, the Directors, including all of the Non-Interested
Directors, unanimously approved the Sub-Advisory Agreement and recommended
approval by shareholders of the Fund.
BACKGROUND INFORMATION REGARDING THE FUND
The Fund invests primarily in fixed-income securities.
Currently, Brown Brothers Harriman & Co. ("Brown Brothers") serves as the
Fund's administrator and custodian. Brown Brothers principal business address is
40 Water Street, Boston, Massachusetts 02109. THE ADMINISTRATION AND CUSTODIAN
AGREEMENTS BETWEEN THE FUND AND BROWN BROTHERS WILL NOT BE AFFECTED BY THE
PROPOSED SUB-ADVISORY AGREEMENT.
DESCRIPTION OF CURRENT INVESTMENT ADVISORY AGREEMENT
CSAM serves as investment adviser to the Fund pursuant to a written
investment advisory agreement between CSAM and the Fund (the "Investment
Advisory Agreement"). CSAM is the institutional and mutual fund asset management
arm of Credit Suisse First Boston ("CSFB"), part of the Credit Suisse Group
("Credit Suisse"), one of the world's largest financial organizations with
approximately $974 billion in assets under management as of March 31, 2004. CSFB
is a leading global investment bank serving institutional, corporate, government
and individual clients. CSFB's businesses include securities underwriting, sales
and trading, investment banking, private equity, financial advisory services,
investment research, venture capital, correspondent brokerage services and asset
management. CSFB operates in 77 locations in 36 countries across six continents.
CSFB is a business unit of the Zurich-based Credit Suisse Group, a leading
global financial services company. As of March 31, 2004, Credit Suisse Asset
Management employed approximately 1,962 people worldwide and had global assets
under management of approximately $324.4 billion, with $48 billion in assets
under management in the U.S. The principal business address of Credit Suisse
Group is Paradeplatz 8, CH8070, Zurich, Switzerland.
Pursuant to the Investment Advisory Agreement with CSAM, subject to the
supervision and direction of the Board, CSAM is responsible for managing the
Fund in accordance with the Fund's stated investment objective and policies.
CSAM is responsible for providing investment advisory services as well as
conducting a continual program of investment, evaluation and, if appropriate,
sale and reinvestment of the Fund's assets. In addition to expenses that CSAM
may incur in performing its services under the Investment Advisory Agreement,
CSAM pays the compensation, fees and related expenses of all Directors who
are employed by CSAM or any of its subsidiaries and, if the Sub-Advisory
Agreement is approved by the shareholders of the Fund, will pay the
sub-advisory fee to CSAM U.K. as described more fully below. The Fund pays
all other expenses incurred in its operations, including general
administrative expenses.
The Investment Advisory Agreement dated May 14, 2001 was last approved by
shareholders on May 1, 2001 in connection with the reorganization of Credit
Suisse Asset Management Strategic Global Income Fund, Inc. into the Fund.
As compensation for its services to the Fund, CSAM receives compensation at
an annual rate of 0.50% of the lesser of (i) the market value of the Fund's
outstanding shares or (ii) the Fund's net assets, in each case determined
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as of the last trading day for each week during that quarter. For the fiscal
year ended December 31, 2003, CSAM received $1,038,753 in total compensation
from the Fund.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENT IS APPROVED, CSAM WILL CONTINUE
TO SERVE AS INVESTMENT ADVISER TO THE FUND PURSUANT TO THE ADVISORY AGREEMENT
AND BROWN BROTHERS WILL CONTINUE TO PROVIDE ADMINISTRATIVE SERVICES TO THE FUND.
DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENT
Subject to the supervision of CSAM, the Sub-Advisory Agreement requires
CSAM U.K., in the exercise of its best judgment, to provide investment
advisory assistance and portfolio management advice to the Fund in accordance
with the Fund's Articles of Incorporation, as may be amended from time to
time, and the Fund's Registration Statement, as from time to time in effect,
and in such manner and to such extent as may from time to time be approved by
the Board.
In connection with the Sub-Advisory Agreement, CSAM U.K. will, subject
to the supervision and direction of CSAM:
(1) manage that portion of the Fund's assets allocated to CSAM U.K.
by the Manager from time to time (the "Assets") or furnish
recommendations to manage the Assets in accordance with the
Fund's investment objective and policies;
(2) make investment decisions or recommendations with respect to the
Assets;
(3) if requested by CSAM, place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(4) exercise voting rights with respect to the Assets if requested by
CSAM; and
(5) furnish CSAM and the Fund's Board with such periodic and special
reports as the Fund or CSAM may reasonably request.
In connection with the performance of services under the Sub-Advisory
Agreement, CSAM U.K. may contract at its own expense with third parties for
the acquisition of research, clerical services and other administrative
services that would not require such third parties to be required to register
as an investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); provided that CSAM U.K. remains liable for the
performance of each such third party's duties.
The services of CSAM U.K. under the proposed Sub-Advisory Agreement are
not exclusive. CSAM U.K. has the right to provide similar services to other
investment companies or to engage in other activities, provided that those
activities do not adversely affect its ability to perform its services under
the Sub-Advisory Agreement.
The Sub-Advisory Agreement will terminate automatically in the event of
its assignment. In addition, it may be terminated by CSAM or CSAM U.K. upon
60 days' written notice to the other parties; or with respect to the Fund,
upon the vote of a majority of the Board or a majority of the outstanding
voting securities of the Fund, upon 60 days' written notice to CSAM and CSAM
U.K.
In consideration of the services rendered pursuant to a Sub-Advisory
Agreement, CSAM will pay CSAM U.K. an aggregate fee of $250,000 per annum
(the "Total Fee"). The Total Fee shall be an aggregate fee paid for services
rendered with respect to all Credit Suisse Funds for which CSAM U.K. has been
appointed as sub-adviser and which CSAM and CSAM U.K. agree will be governed
by this fee schedule. CSAM U.K. currently serves as sub-adviser to ten other
Credit Suisse Funds which are all governed by this fee schedule. The Total
Fee may be amended from time to time upon the mutual agreement of the parties
upon notice to shareholders. Twenty-five percent of the Total Fee shall be
payable in U.S. dollars in arrears on the last day of each calendar quarter.
The fee
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for the first period during which a Sub-Advisory Agreement is in effect shall be
pro-rated for the portion of the calendar quarter that the Sub-Advisory
Agreement is in effect.
The portion of the Total Fee allocable with respect to the Fund (for any
calendar quarter or portion thereof) is equal to the product of (a) the Total
Fee and (b) a fraction: (i) the numerator of which is the average monthly net
assets of the Fund during such calendar quarter or portion thereof, and (ii)
the denominator of which is the sum of the total average monthly net assets
of the Fund and other registered investment companies for which CSAM U.K. has
been appointed as sub-adviser during such calendar quarter or portion thereof.
Based upon this formula, the portion of the Total Fee allocable to the Fund
for the calendar quarter ended June 30, 2004 would have been $9,909.
CSAM WILL PAY CSAM U.K. THE SUB-ADVISORY FEE. CSAM U.K. DOES NOT HAVE A RIGHT
TO OBTAIN COMPENSATION DIRECTLY FROM THE FUND FOR SERVICES PROVIDED UNDER THE
SUB-ADVISORY AGREEMENT AND MUST LOOK SOLELY TO CSAM FOR PAYMENT OF FEES DUE.
INFORMATION ABOUT CSAM U.K.
CSAM U.K. is a limited liability company organized under the laws of
England and Wales and incorporated on December 21, 1982 and is registered as
an investment adviser under the Advisers Act. The registered office of CSAM
U.K. is Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England. CSAM
U.K. is a diversified asset manager, handling global equity, balanced, fixed
income and derivative securities accounts for other investment companies,
corporate pension and profit-sharing plans, state pension funds, union funds,
endowments and other charitable institutions. CSAM U.K. has been in the money
management business for over 16 years and, as of March 31, 2004, manages
approximately $61.5 billion in assets.
CSAM U.K. is a wholly owned subsidiary of Credit Suisse Asset Management
(U.K.) Holding Limited ("CSAM Holding"). CSAM Holding is an indirect wholly
owned subsidiary of CSFB, the parent company of the Funds' investment
adviser, CSAM. CSFB's head office is located at Paradeplatz 8, 8001 Zurich,
Switzerland. CSAM Holding is located at the address of CSAM U.K.
CSAM U.K. is governed by a Board of Directors. Subject to the overall
authority of the Board of Directors, the day-to-day affairs of CSAM U.K. are
managed by an Executive Committee. The names and principal occupations of the
directors and principal executive officers of CSAM U.K. are set forth below.
Each of these persons may be contacted c/o Credit Suisse Asset Management
Limited, Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England.
<Table>
<Caption>
CURRENT POSITION WITH CSAM OTHER CURRENT PRINCIPAL
NAME U.K. OCCUPATIONS
- ---- --------------------------- -----------------------
Glenn Wellman Director; Managing Director Chief Executive Officer, CSAM U.K.
Stephen Goldman Director; Managing Director Head of Equities, CSAM Europe
Winifred Robbins Director; Managing Director Business Head of Fixed Income, CSAM
U.K. and CSAM Europe, ex Switzerland
Ian Chimes Director; Managing Director Managing Director of CSAM Funds (UK) Ltd.
</Table>
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED
DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL 1.
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ADDITIONAL INFORMATION
BENEFICIAL OWNERS
Based upon the Fund's review of filings made pursuant to Section 13 of the
1934 Act, as of July 9, 2004, to the Fund's knowledge no shareholder
beneficially owned 5% or more of the Fund's shares.
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 2005 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 1, 2004. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in 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 (certified mail being recommended) and received at, Credit Suisse
Asset Management Income Fund, Inc. c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017 not later than 45 days
before the date in the then current year corresponding to the date on which the
Fund first mailed its notice and proxy materials for the annual meeting held in
the prior year; provided, however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the first anniversary
of the preceding year's annual meeting, notice by such shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date of such
meeting was given or made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit 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 2005 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the
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Fund within the time-frame indicated above. Even if timely notice is received,
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 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 Special 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.
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APPENDIX A
INVESTMENT SUB-ADVISORY AGREEMENT
________, 2004
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London EC3A 7JJ
Dear Sir/Madam:
Credit Suisse Asset Management Income Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland, and
Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirm their agreement with Credit Suisse Asset Management Limited
(the "Sub-Adviser"), a corporation organized under the laws of England, as
follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Fund desires to employ the capital of the Fund by investing and
reinvesting in securities of the kind and in accordance with the limitations
specified in the Fund's Articles of Incorporation, as may be amended from time
to time (the "Articles of Incorporation"), and in the Fund's Registration
Statement, as from time to time in effect (the "Registration Statement") and in
such manner and to such extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Registration Statement and Articles of
Incorporation have been or will be submitted to the Sub-Adviser. The Fund agrees
to promptly provide the Sub-Adviser with copies of all amendments to the
Registration Statement on an on-going basis. The Fund employs CSAM as its
investment adviser. CSAM desires to employ and hereby appoints the Sub-Adviser
to act as its sub-investment adviser upon the terms set forth in this Agreement.
The Sub-Adviser accepts the appointment and agrees to furnish the services set
forth below for the compensation provided for herein.
2. SERVICES AS SUB-INVESTMENT ADVISER
2.1 Subject to the supervision and direction of CSAM, the
Sub-Adviser will provide investment advisory and portfolio management advice to
all or that portion of the Fund's assets designated by CSAM from time to time
(the "Assets") in accordance with (a) the Articles of Incorporation, (b) the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and all applicable Rules
and Regulations of the Securities and Exchange Commission (the "SEC") and all
other applicable laws and regulations, and (c) the Fund's investment objective
and policies as stated in the Registration Statement and investment parameters
provided by CSAM from time to time. In connection therewith, the Sub-Adviser
will:
(i) manage the Assets or furnish recommendations to manage the
Assets in accordance with the Fund's investment objective and policies;
(ii) make investment decisions or recommendations with respect to
the Assets;
(iii) if requested by CSAM, place purchase and sale orders for
securities on behalf of the Fund with respect to the Assets;
(iv) exercise voting rights with respect to the Assets if requested
by CSAM; and
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(v) furnish CSAM and the Fund's Board of Directors with such
periodic and special reports as the Fund or CSAM may reasonably request.
In providing those services, the Sub-Adviser will, if requested by CSAM,
provide investment research and supervision of the Assets and conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Assets.
2.2 In connection with the performance of the services of the
Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense
with third parties for the acquisition of research, clerical services and other
administrative services that would not require such parties to be required to
register as an investment adviser under the Advisers Act; provided that the
Sub-Adviser shall remain liable for the performance of its duties hereunder.
3. EXECUTION OF TRANSACTIONS
3.1 In executing transactions for the Assets, selecting brokers or
dealers and negotiating any brokerage commission rates, the Sub-Adviser will use
its best efforts to seek the best overall terms available. In assessing the best
overall terms available for any portfolio transaction, the Sub-Adviser will
consider all factors it deems relevant including, but not limited to, the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to the extent that the execution
and price offered by more than one broker or dealer are comparable the
Sub-Adviser may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the
Sub-Adviser or CSAM.
3.2 It is understood that the services of the Sub-Adviser are not
exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from
providing similar services to other investment companies or from engaging in
other activities, provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this Agreement. The
Fund and CSAM further understand and acknowledge that the persons employed by
the Sub-Adviser to assist in the performance of its duties under this Agreement
will not devote their full time to that service. Nothing contained in this
Agreement will be deemed to limit or restrict the right of the Sub-Adviser or
any affiliate of the Sub-Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature, provided that
doing so does not adversely affect the ability of the Sub-Adviser to perform its
services under this Agreement.
3.3 On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Fund as well as of other investment
advisory clients of the Sub-Adviser, the Sub-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 with those of its other
clients. 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
Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Sub-Adviser shall provide to CSAM and the Fund all
information reasonably requested by CSAM and the Fund relating to the decisions
made by the Sub-Adviser regarding allocation of securities purchased or sold, as
well as the expenses incurred in a transaction, among the Fund and the
Sub-Adviser's other investment advisory clients.
3.4 In connection with the purchase and sale of securities for the
Fund, the Sub-Adviser will provide such information as may be reasonably
necessary to enable the custodian and co-administrators to perform their
administrative and recordkeeping responsibilities with respect to the Fund.
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4. DISCLOSURE REGARDING THE SUB-ADVISER
4.1 The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's proxy statement used in seeking shareholder
approval for this Agreement and represents and warrants that, with respect to
such disclosure about the Sub-Adviser or information related, directly or
indirectly, to the Sub-Adviser, such proxy statement contains, as of the date
hereof, no untrue statement of any material fact and does not omit any statement
of a material fact which is required to be stated therein or necessary to make
the statements contained therein not misleading.
4.2 The Sub-Adviser agrees to notify CSAM and the Fund promptly of
(i) any statement about the Sub-Adviser contained in the Registration Statement
that becomes untrue in any material respect, (ii) any omission of a material
fact about the Sub-Adviser in the Registration Statement which is required to be
stated therein or necessary to make the statements contained therein not
misleading, or (iii) any reorganization or change in the Sub-Adviser, including
any change in its ownership or key employees.
4.3 Prior to the Fund or CSAM or any affiliated person (as defined
in the 1940 Act) (an "Affiliate") of either using or distributing sales
literature or other promotional material referring to the Sub-Adviser
("Promotional Material"), the Fund or CSAM, where applicable, shall forward such
material to the Sub-Adviser and shall allow the Sub-Adviser reasonable time to
review the material. The Sub-Adviser will not act unreasonably in its review of
Promotional Material and the Fund or CSAM, where applicable, will use all
reasonable efforts to ensure that all Promotional Material used or distributed
by or on behalf of the Fund or CSAM will comply with the requirements of the
Advisers Act, the 1940 Act and the rules and regulations promulgated thereunder.
4.4 The Sub-Adviser has supplied CSAM and the Fund copies of its
Form ADV with all exhibits and attachments thereto and will hereinafter supply
CSAM and the Fund, promptly upon preparation thereof, copies of all amendments
or restatements of such document.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Sub-Adviser represents and warrants that:
(a) it is a duly registered investment adviser under the Advisers
Act, a duly registered investment adviser in any and all states of the United
States in which the Sub-Adviser is required to be so registered and has obtained
all necessary licenses and approvals in order to perform the services provided
in this Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement;
(b) it has read and understands the Registration Statement and
warrants that in investing the Fund's assets it will use all reasonable efforts
to adhere to the Fund's investment objectives, policies and restrictions
contained therein; and
(c) it has adopted a written Code of Ethics in compliance with
Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to
such Code.
5.2 The Fund represents and warrants that:
(a) it has full power to enter into the terms of this Agreement and
to enter into transactions contemplated by this Agreement and that neither its
entry into the Agreement nor the exercise by the Fund of its discretions or
powers under this Agreement will result in any default under any contract or
other agreement or instrument to which the Fund is a party, or any statute or
rule, regulation or order of any governmental agency or body applicable to the
Fund;
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(b) information which has been provided to the Sub-Adviser in
relation to the Fund's status, residence and domicile for taxation purposes is
complete and correct, and the Fund agrees to provide any further information
properly required by any competent authority; and
(c) it will notify the Sub-Adviser promptly if there is any
material change in any of the above information and will provide such other
relevant information as the Sub-Adviser may reasonably request in order to
fulfill its regulatory and contractual obligations. The Fund acknowledges that a
failure to provide such information may adversely affect the quality of the
services that the Sub-Adviser may provide.
5.3 CSAM represents and warrants that it has full power to enter
into the terms of this Agreement and to enter into transactions contemplated by
this Agreement and that neither its entry into the Agreement nor the exercise by
CSAM of its discretions or powers under this Agreement will result in any
default under any contract or other agreement or instrument to which CSAM is a
party, or any statute or rule, regulation or order of any governmental agency or
body applicable to CSAM.
6. COMPLIANCE
6.1 The Sub-Adviser agrees that it shall promptly notify CSAM and
the Fund (i) in the event that the SEC or any other regulatory authority has
censured its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii) in the event that
there is a change in the Sub-Adviser, financial or otherwise, that adversely
affects its ability to perform services under this Agreement or (iii) upon
having a reasonable basis for believing that, as a result of the Sub-Adviser's
investing the Fund's assets, the Fund's investment portfolio has ceased to
adhere to the Fund's investment objectives, policies and restrictions as stated
in the Registration Statement or is otherwise in violation of applicable law.
6.2 CSAM agrees that it shall promptly notify the Sub-Adviser in
the event that the SEC has censured CSAM or the Fund; placed limitations upon
any of their activities, functions or operations; suspended or revoked CSAM's
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions.
6.3 The Fund and CSAM shall be given access to the records with
respect to the Fund of the Sub-Adviser at reasonable times solely for the
purpose of monitoring compliance with the terms of this Agreement and the rules
and regulations applicable to the Sub-Adviser relating to its providing
investment advisory services to the Fund, including without limitation records
relating to trading by employees of the Sub-Adviser for their own accounts and
on behalf of other clients, provided that such access does not constitute a
breach of any obligation of client confidentiality held by the Sub-Adviser. The
Sub-Adviser agrees to cooperate with the Fund and CSAM and their representatives
in connection with any such monitoring efforts.
7. BOOKS AND RECORDS
7.1 In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for
the Fund are the property of the Fund and further agrees to surrender promptly
to the Fund any of such upon request. The Sub-Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified therein.
7.2 The Sub-Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information or reports in
connection with services that the Sub-Adviser renders pursuant to this Agreement
which
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may be requested in order to ascertain whether the operations of the Fund are
being conducted in a manner consistent with applicable laws and regulations.
8. PROVISION OF INFORMATION; PROPRIETARY AND CONFIDENTIAL INFORMATION
8.1 CSAM agrees that it will furnish to the Sub-Adviser information
related to or concerning the Fund that the Sub-Adviser may reasonably request.
8.2 The Sub-Adviser agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Fund all records and
other information relative to the Fund, CSAM and prior, present or potential
shareholders and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder except, where
practicable, after prior notification to and approval in writing of the Fund,
which approval shall not be unreasonably withheld and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply or when requested to divulge such information by duly
constituted authorities.
8.3 The Sub-Adviser represents and warrants that neither it nor any
affiliate will use the name of the Fund, CSAM or any of their affiliates in any
prospectus, sales literature or other material in any manner without the prior
written approval of the Fund or CSAM, as applicable.
9. STANDARD OF CARE
The Sub-Adviser shall exercise its best judgment in rendering the services
described herein. The Sub-Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund or CSAM in connection
with the matters to which this Agreement relates, except that the Sub-Adviser
shall be liable for a loss resulting from a breach of fiduciary duty by the
Sub-Adviser with respect to the receipt of compensation for services; provided
that nothing herein shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to the Fund or CSAM or to shareholders of the
Fund to which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Sub-Adviser's reckless disregard of its obligations
and duties under this Agreement. The Fund and CSAM understand and agree that
the Sub-Adviser may rely upon information furnished to it reasonably believed by
the Sub-Adviser to be accurate and reliable and, except as herein provided, the
Sub-Adviser shall not be accountable for loss suffered by the Fund by reason of
such reliance of the Sub-Adviser.
10. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, CSAM
will pay the Sub-Adviser such amounts as the parties may agree upon from time to
time as set forth on Schedule A, as amended from time to time.
11. EXPENSES
11.1 The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement, which shall not include the
Fund's expenses listed in paragraph 11.2.
11.2 The Fund will bear certain other expenses to be incurred in its
operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Directors of the Fund
who are not officers, directors or employees of CSAM or the Sub-Adviser or
affiliates of any of them; fees of any pricing service employed to value assets
of the Fund; SEC fees, state Blue Sky qualification fees and any foreign
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; costs
A-5
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attributable to investor services, including, without limitation, telephone and
personnel expenses: costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
12. TERM OF AGREEMENT
This Agreement shall commence on the date first written above and shall
continue for an initial two-year period commencing on the date first written
above, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(a) the Board of Directors of the Fund or (b) a vote of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities, provided that in
either event the continuance is also approved by a majority of the Board of
Directors who are not "interested persons" (as defined the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, (i) by CSAM on 60 (sixty) days' written notice to the Fund and the
Sub-Adviser, (ii) by the Board of Directors of the Fund or by vote of holders of
a majority of the Fund's shares on 60 (sixty) days' written notice to CSAM and
the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty) days' written
notice to the Fund and CSAM. This Agreement will also terminate automatically in
the event of its assignment (as defined in the 1940 Act) by any party hereto. In
the event of termination of this Agreement for any reason, all records relating
to the Fund kept by the Sub-Adviser shall promptly be returned to CSAM or the
Fund, free from any claim or retention of rights in such records by the
Sub-Adviser. In the event this Agreement is terminated or is not approved in the
foregoing manner, the provisions contained in paragraph numbers 4.3, 7, 8 and 9
shall remain in effect.
13. AMENDMENTS
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (a) the holders of a majority of the outstanding voting
securities of the Fund and (b) the Board of Directors of the Fund, including a
majority of Directors who are not "interested persons" (as defined in the 1940
Act) of the Fund or of either party to this Agreement, by vote cast in person at
a meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
14. NOTICES
14.1 All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, 15 St.
Botolph Street, London EC3A 7JJ (Attention: David Collins), telephone:
44-20-7426-2795, telecopy: 44-20-7426-2799, (b) if to CSAM, to Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147
(Attention: Hal Liebes), telephone: (212) 875-3779, telecopy: (646) 658-0817,
and (c) if to the Fund, to Credit Suisse Asset Management Income Fund, Inc., 466
Lexington Avenue, New York, New York 10017-3147, telephone: (212) 875-3500,
telecopy: (212) 878-9351 (Attention: President).
14.2 The Sub-Adviser may rely on, and act without further enquiry
upon, any instruction, notice or request of any person(s) who is or who the
Sub-Adviser reasonably believes in good faith to be person(s) designated by CSAM
or the Fund to give such instruction, notice or request, and further provided
that such instruction, notice or request is made in writing and sent by original
signed letter, facsimile or electronic means in accordance with the provisions
of paragraph 14.1.
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14.3 CSAM and the Fund will provide a list of person(s) who are
authorized to give instructions and sign documents and take other actions in
respect of the Assets. CSAM of the Fund shall notify the Sub-Adviser promptly of
any amendment to such list and provide specimen signatures of new signatories,
and the Sub-Adviser shall accept any such amendments.
15. CHOICE OF LAW
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York in the United States, including choice of law
principles; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or any applicable rules,
regulations or orders of the SEC.
16. MISCELLANEOUS
16.1 The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions herein or otherwise
affect their construction or effect.
16.2 If any provision of this Agreement shall be held or made
invalid by a court decision, by statute or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
16.3 Nothing herein shall be construed to make the Sub-Adviser an
agent of CSAM or the Fund.
16.4 This Agreement may be executed in counterparts, with the same
effect as if the signatures were upon the same instrument.
17. UNITED KINGDOM REGULATORY MATTERS
The Sub-Adviser is regulated by the Financial Services Authority ("FSA") in
carrying out its investment business. It therefore is subject to the rules and
guidelines established by the FSA including the Conduct of Business Sourcebook.
Under the FSA Rules, the following provisions apply:
(a) The FSA requires that all clients of the Sub-Adviser be
classified into specific categories. On the basis of the information which CSAM
has given, the Sub-Adviser has determined that CSAM is an Intermediate Customer
and the Fund is a Private Customer.
(b) (i) The Sub-Adviser is permitted to trade in Futures, Options and
Contracts for Differences including on and off exchange transactions
("Derivative Instruments"), subject to limitations described herein. The markets
on which Derivative Instruments are executed can be highly volatile. Such
investments carry a high risk of loss and a relatively small adverse market
movement may result not only in the loss of the original investment but also in
unquantifiable further loss exceeding any margin deposited.
(ii) The Sub-Adviser may instruct the Custodian to pay margin, or
(subject to the rules of the exchange concerned) deposit investments by way of
margin or collateral, on any Derivative Instrument out of the Assets. The Fund
shall not be required to pay margin in cash beyond the amount of cash held at
the relevant time on the Fund's behalf and immediately available for margin
payments.
(c) The Sub-Adviser will not supply the Fund with contract notes.
The periodic reports provided under Section 2.1(v) will contain information that
would have been provided in the contract notes.
(d) In order to comply with applicable laws and related regulatory
requirements, there may be periods when the Sub-Adviser will not be permitted to
initiate or recommend certain types of transactions.
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(e) No warranty is given by the Sub-Adviser as to the performance
or profitability of the Assets or any part of them.
(f) The Sub-Adviser has in operation a written procedure in
accordance with the FSA Rules for the effective consideration and proper
handling of complaints from customers. Any complaint by CSAM or the Fund
hereunder should be sent in writing to the Compliance Officer of the Sub-Adviser
at the address specified in Section 14.
******************
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Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated, whereupon it
shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
---------------------------
Name: Hal Liebes
Title: Managing Director
CREDIT SUISSE ASSET MANAGEMENT
INCOME FUND, INC.
By:
---------------------------
Name: Michael A. Pignataro
Title: Chief Financial Officer
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By:
-----------------------
Name:
Title:
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<Page>
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 (the "Total Fee"), one
quarter of which shall be payable in U.S. dollars in arrears on the last
business day of each calendar quarter. The fee for the first period during which
this Agreement is in effect shall be pro-rated for the portion of the calendar
quarter that the Agreement is in effect. The Total Fee shall be an aggregate fee
paid for services rendered with respect to this Fund and such other Credit
Suisse Funds for which the Sub-Adviser has been appointed as such and which CSAM
and the Sub-Adviser agree will be governed by this fee schedule.
The portion of the Total Fee allocable with respect to the Fund for any
calendar quarter or portion thereof is equal to the product of (a) the Total Fee
and (b) a fraction: (i) the numerator of which is the average monthly net assets
of the Fund during such calendar quarter or portion thereof and (ii) the
denominator of which is the sum of the total aggregate average monthly net
assets of the Fund and other registered investment companies for which the
Sub-Adviser has been appointed as such during such calendar quarter or portion
thereof.
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CREDIT SUISSE ASSET MANAGEMENT
INCOME FUND, INC.
------------------------------
AUGUST 10, 2004
4946-PS-04
<Page>
PROXY
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
This Proxy is Solicited on Behalf of the Board of the Credit Suisse Asset
Management Income Fund, Inc.
SPECIAL MEETING OF SHAREHOLDERS - AUGUST 10, 2004
The undersigned hereby appoints each of Hal Liebes and Michael A.
Pignataro, each with the full power of substitution, and hereby authorizes them
to represent and vote, as designated on the reverse side and in accordance with
their judgment on such other matters as may properly come before the meeting or
any adjournments thereof, all shares of Credit Suisse Asset Management Income
Fund, Inc. (the "Fund") that the undersigned is entitled to vote at the special
meeting of shareholders of the Fund to be held at the offices of Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York
10017, on August 10, 2004 at 11:00 a.m., New York time.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
_____________________________SEE REVERSE SIDE_____________________________
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<Page>
[x]Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner directed
therein by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" Proposal 1.
1. Approval of Investment Sub-Advisory Agreement
<Table>
<Caption>
FOR AGAINST ABSTAIN
1) To approve the Investment Sub-Advisory Agreement among
the Fund, Credit Suisse Asset Management, LLC and / / / / / /
Credit Suisse Asset Management Limited.
</Table>
The proxies are authorized to vote upon such other business that may properly
come before the Special Meeting or any adjournment or adjournments thereof.
VOTE THIS CARD TODAY
By mail
MARK HERE FOR ADDRESS CHANGES AND NOTE AT LEFT [ ]
NOTE: Please sign exactly as name(s) appear(s) hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature: Date
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Signature: Date
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