As filed with the Securities and Exchange Commission on August __, 2003
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 26, 2003
-------------------
TO THE SHAREHOLDERS OF
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Credit Suisse Asset Management Income Fund, Inc. (the "Fund") will
be held at the offices of Credit Suisse Asset Management, LLC, 466 Lexington
Avenue, 16th Floor, New York, New York 10017, on Friday, September 26, 2003
commencing at 2:00 p.m., New York time.
The purpose of the Meeting is to consider and act upon the following
proposal and to consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof:
1. To elect two (2) directors of the Fund.
The close of business on August 18, 2003 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the Meeting.
This notice and related proxy material are first being mailed on or about
August 26, 2003.
By Order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
Dated: August 26, 2003
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.
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 26, 2003
-----------------
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 the Annual Meeting of
Shareholders to be held at the offices of Credit Suisse Asset Management, LLC
("CSAM"), 466 Lexington Avenue, 16th Floor, New York, New York 10017 on Friday,
September 26, 2003 (commencing at 2:00 p.m.) and at any adjournments thereof
(collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a
proxy card (the "Proxy") accompany this Proxy Statement. Proxy solicitations
will be made primarily by mail, but solicitations may also be made by telephone,
telegraph or personal interviews conducted by officers or employees of the Fund,
CSAM, the investment adviser to the Fund, Brown Brothers Harriman & Co., the
administrator of the Fund (the "Administrator"), or Georgeson Shareholder
Communications Inc. ("Georgeson"), a proxy solicitation firm that has been
retained by the Fund and which will receive a fee not to exceed $5,000 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 Georgeson for its services in soliciting Proxies and
(d) supplementary solicitations to submit Proxies, will be borne by the Fund.
This Proxy Statement is expected to be mailed to shareholders on or about
August 26, 2003.
The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor,
New York, New York 10017. The Administrator has its principal executive office
at 50 Milk Street, Boston, Massachusetts 02109.
The Fund's Annual Report containing audited financial statements for the
year ended December 31, 2002, has been previously furnished to all shareholders
of the Fund. The Fund's Semi-Annual Report containing unaudited financial
statements for the period ended June 30, 2003, accompanies this proxy statement.
They are not to be regarded as proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted "FOR" the election of the Board's nominees for
director and in accordance with the judgment of the persons named in the proxy
on any other matters that may properly come before the Meeting and that are
deemed appropriate. Any shareholder giving a Proxy has the right to attend the
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.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of one-third of the outstanding shares of the Fund entitled
to vote at the Meeting. In the event that a quorum is not present at the
Meeting, the holders of a majority of the shares present in person or by proxy
will have
1
the power to adjourn the Meeting, without notice other than an announcement at
the Meeting, until the requisite number of shares entitled to vote at the
Meeting is present. In the event that a quorum is present at the Meeting but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of the Fund's shares represented at the Meeting
in person or by proxy and the persons named as proxies will vote those Proxies
that they are entitled to vote "FOR" or "AGAINST" any such proposal in their
discretion. Absent the establishment of a subsequent record date and the giving
of notice to the holders of record thereon, the adjourned Meeting must take
place not more than 120 days after the record date. At such adjourned Meeting,
any business may be transacted which might have been transacted at the original
Meeting. If a quorum is present, a shareholder vote may be taken on one or more
of the proposals in the Proxy Statement prior to any adjournment if sufficient
votes have been received and it is otherwise appropriate. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted.
The election of Directors will require the affirmative vote of a plurality
of the votes cast at the Meeting in person or by proxy. Because abstentions and
broker non-votes are not treated as shares voted, any abstentions and broker
non-votes would have no impact on the election of Directors.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, August 18, 2003, there were 49,895,588
Shares outstanding. Each Share is entitled to one vote at the Meeting, and
fractional Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
- indicate your instructions on the Proxy;
- date and sign the Proxy;
- mail the Proxy promptly in the enclosed envelope;
- allow sufficient time for the Proxy to be received and processed on or
before 2:00 p.m. on September 26, 2003.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of two
(2) Directors of the Fund, to hold office for the term set forth below and until
their successors are elected and qualified.
The Board is divided into three classes, each class having a term of no more
than three years. Each year the term of office of one class expires and the
successor or successors elected to such class will serve for a three-year term.
Joseph D. Gallagher and Lawrence J. Fox, Directors whose current term expire
on the date of this Meeting, have been nominated for three-year terms to expire
at the 2006 Annual Meeting of Shareholders. Mr. Gallagher and Mr. Fox currently
serve as a Directors of the Fund.
At a meeting held on August 5, 2003, the Directors of the Fund, including
the Directors who are not "interested persons" of the Fund (as defined in the
1940 Act), determined to nominate Messrs. Gallagher and Fox for an additional
term as Directors. If elected, Messrs. Gallagher and Fox will serve as Class II
Directors whose three-year terms expire at the 2006 Annual Meeting of
Shareholders.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the nominees
for election to the Board, Directors whose terms of office continue beyond the
Meeting, and the officers of the Fund. The current terms of office of the Fund's
officers will end at the next meeting of the Board of Directors that is held
after the date of this Meeting.
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
---------------------------- ------------ ---------------- ----------------------- ----------- -----------------------
NOMINEES FOR DIRECTOR:
Joseph D. Gallagher* ....... Director, Since 2003; Managing Director and 49 None
c/o CSAM Chairman and current term Chief Executive Officer
466 Lexington Avenue Chief ends at the 2003 of CSAM since 2003;
New York, NY 10017 Executive annual meeting Chief Executive Officer
Age: 40 Officer and Director of Credit
Suisse Asset Management
Limited, London,
England, from June 2000
to 2003; Director of
Credit Suisse Asset
Management Funds (UK)
Limited, London,
England, from June 2000
to 2003; Managing
Director, Head -- Asian
Corporate Finance and
M&A's, Credit Suisse
First Boston, Hong
Kong, China, from
January 1998 to May
1999.
3
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
---------------------------- ------------ ---------------- ----------------------- ----------- -----------------------
Lawrence J. Fox ............ Director Since 1990; Partner, Drinker 3 Director, Winthrop
One Logan Square current term Biddle & Reath (law Trust Company.
18th & Cherry Streets ends at the 2003 firm) (1976-present);
Philadelphia, PA 19103 annual meeting Managing Partner,
Age: 60 Drinker Biddle & Reath
(1992-1998).
NON-INTERESTED DIRECTORS:
Enrique R. Arzac ........... Director Since 1990; Professor of Finance 8 Director of The Adams
c/o CSAM current term and Economics, Graduate Express Company (a
466 Lexington Avenue ends at the 2004 School of Business, closed-end investment
New York, NY 10017 annual meeting Columbia University company); Director of
Age: 62 (1971-present). Petroleum and Resources
Corporation (a closed-
end investment
company).
James S. Pasman, Jr. ....... Director Since inception; Currently retired. 48 Director of Education
29 The Trillium current term Management Corp.
Pittsburgh, PA 15238 ends at the 2005
Age: 72 annual meeting
INTERESTED DIRECTOR:
William W. Priest, Jr.** ... Director Since 1997; Co-Managing Partner, 53 None
Steinberg Priest & current term Steinberg Priest &
Sloane Capital ends at the 2005 Sloane Capital
Management LLC annual meeting Management, LLC since
12 East 49th Street March 2001; Chairman
New York, NY 10017 and Managing Director
Age: 61 of CSAM from 2000 to
February 2001, Chief
Executive Officer and
Managing Director of
CSAM from 1990 to 2000.
4
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
------------------------------------------ ------------------ ---------------- ------------------------------------
OFFICERS:
Hal Liebes ............................... Senior Vice Since 1997 Managing Director and Global General
c/o CSAM President Counsel of CSAM; Associated with
466 Lexington Avenue CSAM since 1997; Officer of other
New York, NY 10017 Credit Suisse Funds.
Age: 39
Michael A. Pignataro ..................... Chief Financial Since 1995 Director and Director of Fund
c/o CSAM Officer, Vice Administration of CSAM; Associated
466 Lexington Avenue President and with CSAM since 1984; Officer of
New York, NY 10017 Secretary other Credit Suisse Funds.
Age: 43
Richard J. Lindquist ..................... President and Since 1996 Managing Director of CSAM;
c/o CSAM Chief Investment Associated with CSAM since 1995;
466 Lexington Avenue Officer Officer of other Credit Suisse
New York, NY 10017 Funds.
Age: 43
Robert M. Rizza .......................... Vice President and Since 1999 Assistant Vice President of CSAM
c/o CSAM Treasurer since January 2001; Administrative
466 Lexington Avenue Officer of CSAM from March 1998 to
New York, NY 10017 December 2000; Officer of other
Age: 37 Credit Suisse Funds.
Leland Crabbe ............................ Investment Officer Since 2001 Director of CSAM (1999-present);
c/o CSAM Managing Director of Cigna
466 Lexington Avenue Investments (1998-1999); Director of
New York, NY 10017 CSAM (1998).
Age: 41
------------------------
* Mr. Joseph Gallagher is an interested person of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), because he is
an officer of the Fund's adviser.
** Mr. William W. Priest, Jr. is an interested person of the Fund, as defined
in the 1940 Act, because he provided consulting services to CSAM within the
last two years.
5
Set forth in the table below is the dollar range of equity securities in the
Fund and the aggregate dollar range of equity securities in the CSAM Family of
Closed-End Investment Companies (as defined below) beneficially owned by each
Director.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR IN CSAM FAMILY OF
DOLLAR RANGE OF EQUITY SECURITIES CLOSED-END INVESTMENT
NAME OF DIRECTOR IN THE FUND*(1)(2) COMPANIES*(1)(3)
---------------- --------------------------------- -----------------------------------
NOMINEES FOR DIRECTOR
Joseph D. Gallagher................... A A
Lawrence J. Fox....................... E E
NON-INTERESTED DIRECTORS
Enrique R. Arzac...................... C E
James S. Pasman, Jr................... E E
INTERESTED DIRECTOR
William W. Priest, Jr................. A B
-------------------
* Key to Dollar Ranges:
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
(1) This information has been furnished by each Director as of December 31,
2002. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 (the "1934
Act").
(2) The Fund's directors and officers, in the aggregate, own less than 1% of the
Fund's outstanding equity securities.
(3) "CSAM Family of Closed-End Investment Companies" means those registered
closed-end investment companies that share CSAM as the investment adviser
and that hold themselves out to investors as related companies for purposes
of investment and investor services.
As of July 31, 2003, neither the non-interested nominee for Director nor the
non-interested Directors or their immediate family members owned beneficially or
of record any class of securities in CSAM or in a person (other than a
registered investment company) directly or indirectly controlling, controlled by
or under common control with CSAM.
During the fiscal year ended December 31, 2002, each Director who was not a
director, officer, partner, co-partner or employee of CSAM, the Administrator or
any affiliate thereof, received an annual fee of $12,500 and $1,000 for each
meeting of the Board attended by him and was reimbursed for expenses incurred in
connection with his attendance at the Fund's Board meetings. The total
remuneration paid or accrued by the Fund during the fiscal year ended
December 31, 2002, to all such unaffiliated Directors was $51,500.
During the fiscal year ended December 31, 2002, the Board convened seven
times. Each Director attended at least seventy-five percent of the aggregate
number of meetings of the Board and any committees on which he served during the
period for which he was a Director.
Messrs. Arzac, Fox and Pasman constitute the Fund's Audit Committee, which
is composed of Directors who are not interested persons of the Fund and who are
independent (as such term is defined by the New York Stock Exchange's listing
standards). The Audit Committee convened twice during the fiscal year ended
December 31, 2002. The Audit Committee advises the full Board with respect to
accounting,
6
auditing and financial matters affecting the Fund. The Directors constituting
the Fund's Audit Committee also constitute the Fund's Nominating Committee,
which is composed of Directors who are not interested persons of the Fund. The
Nominating Committee did not meet during the fiscal year ended December 31,
2002. The Nominating Committee selects and nominates new non-interested
Directors. The Nominating Committee will consider nominees recommended by
shareholders should a vacancy arise. Recommendations should be submitted to the
Nominating Committee in care of the Secretary of the Fund. The Fund does not
have a compensation committee.
AUDIT COMMITTEE REPORT
Pursuant to the Audit Committee Charter adopted by the Board, the Audit
Committee is responsible for conferring with the Fund's independent accountants,
reviewing annual financial statements, recommending the selection of the Fund's
independent accountant and overseeing the Fund's internal controls. The Fund's
Audit Committee Charter also contains provisions relating to the pre-approval by
the Audit Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP ("PwC") to the Fund and to CSAM and certain of its
affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The independent
accountants are responsible for planning and carrying out the proper audits and
reviews of the Fund's financial statements and expressing an opinion as to their
conformity with accounting principles generally accepted in the United States of
America.
The Audit Committee has met with the Fund's management to discuss, among
other things, the Fund's audited financial statements for the fiscal year ended
December 31, 2002. The Audit Committee has also met with the Fund's independent
accountants, PwC, and discussed with them certain matters required by Statement
of Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently
modified or supplemented, including, but not limited to, the scope of the Fund's
audit, the Fund's financial statements and the Fund's accounting controls. The
Audit Committee has received the written disclosures and the letter from PwC
required by the SEC's independence rules delineating relationships between the
independent accountants and the Fund and the impact that any such relationships
may have on the objectivity and independence of the independent accountants. The
Audit Committee has discussed with PwC their independence and has considered
whether the provision of services by PwC to the Fund and to CSAM, as more fully
described below, was compatible with maintaining PwC's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
7
Based upon these reviews and discussions, the Audit Committee recommended to
the Board that the Fund's audited financial statements be included in the Fund's
2003 Annual Report to Shareholders for the year ended December 31, 2002 and be
mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
ENRIQUE R. ARZAC
LAWRENCE J. FOX
JAMES S. PASMAN, JR.
INDEPENDENT AUDITORS
At a meeting held on February 13, 2003, the Board, including the
Non-Interested Directors, approved the selection of PwC for the fiscal year
ending December 31, 2003. PwC has been the Fund's independent auditors since the
Fund commenced operations, and has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of PwC will
be available by telephone at the Meeting and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
The following table shows the aggregate fees PwC billed to the Fund, to CSAM
and to any entity controlling, controlled by or under common control with CSAM
that provides services to the Fund for their professional services rendered for
the fiscal year ended December 31, 2002.
FUND CSAM AND CERTAIN AFFILIATES
----------- ---------------------------
Audit Fees.................... $37,800 $ 0
Financial Information Systems
Design and Implementation
Fees........................ $ 0 $ 0
All Other Fees................ $ 2,500 $738,000
COMPENSATION
The following table shows certain compensation information for the Directors
for the fiscal year ended December 31, 2002. All officers of the Fund are
employees of and are compensated by CSAM. None of the Fund's executive officers
or Directors who are also officers or directors of CSAM received any
compensation from the Fund for such period. The Fund has no bonus, profit
sharing, pension or retirement plans.
AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION FUND AND FUND COMPLEX
NAME OF DIRECTOR FROM FUND PAID TO DIRECTORS*
---------------- --------- ------------------
NON-INTERESTED DIRECTORS
Enrique R. Arzac.......................................... $16,500 $ 83,500
Lawrence J. Fox........................................... $17,500 $ 37,875
James S. Pasman, Jr....................................... $17,500 $105,890
INTERESTED DIRECTORS
Joseph Gallagher.......................................... $ 0 $ 0
Laurence Smith**.......................................... $ 0 $ 0
William W. Priest, Jr..................................... $ 0 $ 0
-------------------
* 54 funds comprise the Fund Complex. See the "Directors" table for the number
of funds each Director serves.
** Mr. Smith resigned as of February 12, 2003.
8
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE FUND'S NOMINEES FOR DIRECTOR.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
As of August 18, 2003, no shareholder held 5% or more of the Fund's shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and directors, certain officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than 10% of the Fund's Shares to file reports of ownership
with the SEC and the Fund. Based solely upon their review of the copies of such
forms received by it and written representations from such persons, the Fund
believes that, for the fiscal year ended December 31, 2002, all filing
requirements applicable to such persons were complied with except the following:
Hal Liebes: A Form 3 was not timely filed to report his appointment as
Senior Vice President of the Fund on August 11, 1997. A Form 3 was filed
on July 1, 2003 to report this event.
Richard Lindquist: A Form 3 was not timely filed to report his
appointment as President and Chief Investment Officer of the Fund on
November 21, 1996. A Form 3 was filed on July 1, 2003 to report this
event.
Laurence Smith: A Form 5 was not timely filed to report his appointment
as a Director of the Fund on May 14, 2002. A Form 5 was filed on
February 14, 2003 to report this event.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the 1934 Act, for a shareholder proposal to be
considered for inclusion in the Fund's proxy material relating to its 2004
annual meeting of shareholders, the shareholder proposal must be received by the
Fund a reasonable time before the Fund begins to print and mail its proxy
materials for the 2004 annual meeting, which is expected to be on or about
February 15, 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
at least $2,000 and must have held such Shares for at least one year. Further,
the shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be: (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or
(iii) otherwise properly brought before the meeting by a shareholder.
9
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 and received at Credit Suisse Asset Management Income Fund, Inc. c/o
Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York,
NY 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 2004 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting, other than
the matters set forth in this Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
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 WEBSITE OF CREDIT SUISSE ASSET MANAGEMENT, LLC AT
WWW.CSAM-AMERICAS.COM. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS
OF RECEIPT.
10
CREDIT SUISSE ASSET MANAGEMENT
INCOME FUND, INC.
-------------------------------------------------------------------------
SEPTEMBER 26, 2003
4946-PS-03
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Hal Liebes and Michael A. Pignataro,
and each of them separately, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to 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 Annual Meeting of
Shareholders to be held on Friday, September 26, 2003, and any adjournments
thereof.
1
[REVERSE SIDE]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE FOR PROPOSAL 1
1) Election of the following nominees as Directors:
Nominee: (01) Lawrence J. Fox (three-year term)
(02) Joseph D. Gallagher (three-year term)
/ / FOR the nominees listed above (except as marked
to the contrary above)
/ / WITHHOLD AUTHORITY to vote for the nominees
listed above
(INSTRUCTION: To withhold authority for any
individual nominee, strike a line through such
individual's name above.)
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
/ /
THIS PROXY WHEN
PROPERLY EXECUTED
WILL BE VOTED IN THE
MANNER DIRECTED
HEREIN BY THE
UNDERSIGNED
SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS
PROXY WILL BE VOTED
"FOR" PROPOSAL 1.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: Date:
----------------- ----------
Signature: Date:
----------------- ----------
DETACH CARD
2