UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Information required in Proxy Statement
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.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(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):
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(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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(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
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2005
----------
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 April 22, 2005, at 3:00 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.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on February 25, 2005 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 Meeting.
This notice and related proxy material are first being mailed on or about
March 21, 2005.
By order of the Board of Directors
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: March 21, 2005
New York, New York
(This page has been left blank intentionally.)
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 APRIL 22, 2005
----------
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 at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466
Lexington Avenue, 16th Floor, New York, New York 10017 on April 22, 2005
(commencing at 3:00 p.m. New York time) and at any adjournments thereof
(collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a
proxy card (the "Proxy") accompany this Proxy Statement.
Proxy solicitations will be made primarily by mail, but solicitations may
also be made by telephone, telegraph or personal interviews conducted by
officers or employees of the Fund, CSAM, the investment adviser to the Fund,
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 $1,500 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
the Fund. This Proxy Statement is expected to be mailed to shareholders on or
about March 21, 2005.
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 50 Milk Street, Boston, Massachusetts 02110. Credit Suisse Asset
Management Limited, located at Beaufort House, 15 St. Botolph Street, London,
EC3A 7JJ, serves as the investment sub-adviser to the Fund.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended December 31, 2004 has previously been furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting
material.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY
WRITING TO 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 Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted "FOR" the election of the Fund's nominees for
director, and, in accordance with the judgment of the persons named in the Proxy
on any 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
1
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 a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, the holders of a majority of the shares present in person or by
proxy will have the power to adjourn the Meeting, without notice other than an
announcement at the Meeting, until the requisite number of shares entitled to
vote at the Meeting is present. In the event that a quorum is present at the
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of the Fund's shares represented at the Meeting
in person or by proxy, and the persons named as proxies will vote those Proxies
that they are entitled to vote "FOR" any proposal in favor of such adjournment
and will vote those proxies required to be voted "AGAINST" any proposal against
any such adjournment. Absent the establishment of a subsequent record date and
the giving of notice to the holders of record thereon, the adjourned Meeting
must take place not more than 120 days after the record date. At such adjourned
Meeting, any business may be transacted which might have been transacted at the
original Meeting. If a quorum is present, a shareholder vote may be taken on one
or more of the proposals properly brought before the 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 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.
The election of a Director will require that each successful candidate
receive 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.
CSAM and its affiliates have advised the Fund that they intend to vote the
shares over which they have voting power at the Meeting, including shares that
are held directly or on behalf of employees, in the manner instructed by the
customers or employees for which such shares are held.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 25, 2005, there were
49,895,588 Shares outstanding. Each Share is entitled to one vote at the
Meeting, and fractional Shares are entitled to a proportionate share of one
vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope; and
--allow sufficient time for the Proxy to be received and processed on or
before 3:00 p.m. on April 22, 2005.
2
PROPOSAL 1: ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of
two (2) directors of the Fund to hold office for the term set forth below and
until their successors are elected and qualified.
Pursuant to the Fund's Articles of Incorporation, the Board is divided into
three classes, each class having a term of three years. Each year the term of
one class will expire. James S. Pasman, Jr. and Steven N. Rappaport are each
being nominated to serve as a Class I Director for a three-year term to expire
at the Fund's 2008 Annual Meeting of Shareholders or until his successor is duly
elected and qualified. Lawrence J. Fox and Michael E. Kenneally are each Class
II Directors whose terms will expire at the Fund's 2006 Annual Meeting of
Shareholders or until his successor is duly elected and qualified. Enrique R.
Arzac is a Class III Director whose term will expire at the Fund's 2007 Annual
Meeting of Shareholders or until his successor is duly elected and qualified.
Messrs. Pasman and Rappaport have indicated an intention to serve if
elected and have consented to being named in this Proxy Statement. If
elected, Mr. Pasman will serve his term as a director, subject to the
Nominating Committee's annual waiver of the Fund's retirement policy with
respect to Mr. Pasman. Mr. Rappaport is being nominated for the directorship
currently held by William W. Priest, Jr., whose term as a director will
expire on the date of the Meeting, and who has decided not to stand for
re-election as a director of the Fund.
The following tables set forth certain information regarding the nominees
for election to the Board, directors whose terms of office continue beyond the
Meeting, and the officers of the Fund. The current terms of office of the Fund's
officers will end at the Board of Directors' meeting next following the Meeting.
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ----------- -------------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
James S. Pasman, Jr. Director, Since Fund Currently retired 42 Director of
c/o Credit Suisse Asset Nominating inception; current Education Management
Management, LLC and Audit term ends at the Corp.
Attn: General Counsel Committee 2005 annual
466 Lexington Avenue Member meeting
New York,
New York 10017-3140
Date of Birth: 12/20/30
3
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ----------- -------------------------
Steven N. Rappaport None None Partner of Lehigh 42 Director of Presstek,
c/o Lehigh Court, LLC Court, LLC and RZ Inc. (a digital imaging
40 East 52nd Street Capital (private technologies company);
New York, New York investment firms) Director of Wood
10022 from July 2002 to Resources, LLC (a
Date of Birth: 07/10/48 present; Transition plywood manufacturing
Adviser to SunGard company)
Securities Finance,
Inc. from February
2002 to July 2002;
President of SunGard
Securities Finance,
Inc. from 2001 to
February 2002;
President of Loanet,
Inc. (an on-line
accounting service)
from 1997 to 2001
NON-INTERESTED DIRECTORS:
Enrique R. Arzac
c/o Credit Suisse Asset Director, Since 1990; Professor of Finance 8 Director of The Adams
Management, LLC Nominating current term ends and Economics, Express Company (a
Attn: General Counsel Committee at the 2007 annual Graduate School of closed-end investment
466 Lexington Avenue Chaiman and meeting Business, Columbia company); Director of
New York, Audit University since Petroleum and Resources
New York 10017-3140 Committee 1971 Corporation (a closed-end
Date of Birth: 10/02/41 Member investment company)
4
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
----------------- ----------- ------------------ ------------------- ----------- -------------------------
Lawrence J. Fox Director, Since 1990; Partner, Drinker 3 Director, Winthrop
One Logan Square Nominating current term Biddle & Reath Trust Company
18th & Cherry Streets Committee ends at the 2006 (law firm) since
Philadelphia, PA 19103 Member annual meeting 1972
Date of Birth: 07/17/43 and Audit
Committee
Chairman
INTERESTED DIRECTOR:
Michael E. Kenneally* Director, Since 2004; Chairman and 44 None
c/o Credit Suisse Asset Chairman current term ends Global Chief
Management, LLC of the at the 2006 annual Executive Officer
466 Lexington Avenue Board meeting of CSAM since
New York, and Chief 2003; Chairman
New York 10017-3140 Executive and Chief
Date of Birth: 03/30/54 Officer Investment Officer
of Banc of America
Capital Management
from 1998 to
March 2003
NAME, ADDRESS AND POSITION(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
OFFICERS:
Richard J. Lindquist President and Since 1996 Managing Director of CSAM; Associated with
c/o Credit Suisse Asset Chief Investment CSAM since 1995; Officer of other Credit
Management, LLC Officer Suisse Funds
466 Lexington Avenue
New York, New York
Date of Birth: 06/22/60
Michael A. Pignataro Chief Financial Since 1995 Director and Director of Fund
c/o Credit Suisse Asset Officer and Administration of CSAM; Associated with
Management, LLC Secretary CSAM since 1984; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York
Date of Birth: 11/15/59
5
NAME, ADDRESS AND POSITION(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ---------------- --------------------- -------------------------------------------
Emidio Morizio Chief Compliance Since 2004 Director and Global Head of Compliance of
c/o Credit Suisse Asset Officer CSAM; Associated with CSAM since July 2000;
Management, LLC Vice President and Director of Compliance
466 Lexington Avenue of Forstmann-Leff Associates from 1998 to
New York, June 2000; Officer of other Credit Suisse
New York 10017-3140 Funds
Date of Birth: 09/21/66
Ajay Mehra Chief Legal Since 2004 Director and Deputy General Counsel of CSAM
c/o Credit Suisse Asset Officer since September 2004; Senior Associate of
Management, LLC Shearman & Sterling LLP from September 2000
466 Lexington Avenue to September 2004; Senior Counsel of the
New York, SEC Division of Investment Management from
New York 10017-3140 June 1997 to September 2000; Officer of
Date of Birth: 08/14/70 other Credit Suisse Funds
J. Kevin Gao Senior Vice Since 2004 Vice President and Legal Counsel of CSAM;
c/o Credit Suisse Asset President Associated with CSAM since July 2003;
Management, LLC Associated with the law firm of Willkie
466 Lexington Avenue Farr & Gallagher LLP from 1998 to 2003;
New York, Officer of other Credit Suisse Funds
New York 10017-3140
Date of Birth: 10/13/67
Robert M. Rizza Treasurer Since 1999 Assistant Vice President of CSAM since
c/o Credit Suisse Asset January 2001; Associated with CSAM since
Management, LLC 1998; Officer of other Credit Suisse Funds.
466 Lexington Avenue
New York, New York
Date of Birth: 12/09/65
----------
* Mr. Kenneally is an interested person of the Fund by virtue of his
current positions as director and/or officer of CSAM.
6
Set forth in the table below is the dollar range of equity securities in
the Fund and the aggregate dollar range of equity securities in the CSAM Family
of Investment Companies (as defined below) beneficially owned by each director.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES DIRECTOR OR NOMINEE IN CSAM FAMILY
NAME OF DIRECTOR OR NOMINEE IN THE FUND*(1)(2) OF INVESTMENT COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
James S. Pasman, Jr. C D
Steven N. Rappaport A C
NON-INTERESTED DIRECTORS:
Enrique R. Arzac C E
Lawrence J. Fox C C
INTERESTED DIRECTORS:
Michael E. Kenneally A A
William W. Priest, Jr. A C
----------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
(1) This information has been furnished by each Director as of December 31,
2004. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as
amended (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 Investment Companies" means those registered investment
companies that share CSAM as the investment adviser and that hold
themselves out to investors as related companies for purposes of investment
and investor services.
As of December 31, 2004, none of the non-interested nominees for
election to the Board, 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, 2004, 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, 2004 to all such unaffiliated directors was $68,000.
During the fiscal year ended December 31, 2004, the Board convened four
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, 2004. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund.
7
Messrs. Arzac, Fox and Pasman constitute the Fund's Nominating
Committee, which is composed of Directors who are non-interested Directors of
the Fund. The Nominating Committee met once during the fiscal year ended
December 31, 2004. At meetings of the Nominating Committee held on
February 14, 2005 and March 18, 2005, the Nominating Committee (with the
nominee abstaining from voting) determined to recommend to the full Board the
nomination of each of Messrs. Pasman and Rappaport, respectively, for a
three-year term. At meetings held on February 14, 2005 and March 18, 2005, the
full Board (with the nominee and Mr. Priest abstaining from voting) nominated
each of Messrs. Pasman and Rappaport, respectively, for a three-year term. The
Nominating Committee selects and recommends to the full Board candidates for
nomination as non-interested Directors. The Nominating Committee will
consider nominees recommended by shareholders should a vacancy arise.
Recommendations should be submitted in writing to the Nominating Committee in
care of the Secretary of the Fund. The Board has adopted a Nominating
Committee Charter (a copy of which was included as Appendix A to the Fund's
proxy statement dated March 1, 2004). In nominating candidates, the Committee
shall take into consideration such factors as it deems appropriate. These
factors may include judgment, skill, diversity, experience with investment
companies and other organizations of comparable purpose, complexity, size and
subject to similar legal restrictions and oversight, the interplay of the
candidate's experience with the experience of other Board members, and the
extent to which the candidate would be a desirable addition to the Board and
any committees thereof.
The Fund does not have a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Board should send them
to the address of the Fund and to the attention of the Board. All such
communications will be directed to the Board's attention.
The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Shareholders.
REPORT OF THE AUDIT COMMITTEE
Pursuant to the Audit Committee Charter adopted by the Board (a copy of
which was included as Appendix B to the Fund's proxy statement dated March 1,
2004), the Audit Committee is responsible for conferring with the Fund's
independent registered public accounting firm, reviewing annual financial
statements, approving the selection of the Fund's independent registered public
accounting firm and overseeing the Fund's internal controls. The Fund's Audit
Committee charter also contains provisions relating to the pre-approval by the
Audit Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP ("PwC") to the Fund and to CSAM and certain of its
affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The independent
registered public accounting firm is responsible for planning and carrying out
audits in accordance with standards established by the Public Accounting
Oversight Board (United States).
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, 2004. The Audit Committee has also met with the Fund's independent
registered public accounting firm, PwC, and discussed with it 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 from PwC the letter
required by the Securities and Exchange Commission's ("SEC") independence rules
describing any relationships between it and the Fund that may be thought to bear
upon the independence of the independent registered public accounting firm. The
Audit Committee has discussed with PwC its independence and has considered
whether the provision of services by PwC to the Fund and to CSAM was compatible
with maintaining PwC's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
8
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the Fund's audited financial statements be included in the
Fund's 2004 Annual Report to Shareholders for the fiscal year ended December 31,
2004 and be mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Enrique R. Arzac
Lawrence J. Fox
James S. Pasman, Jr.
INDEPENDENT AUDITORS
At a meeting held on November 30, 2004, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending December 31, 2005. PwC has been
the Fund's independent registered public accounting firm since the Fund
commenced operations, and has informed the Fund that it has no direct or
material indirect financial interest in the Fund. A representative of PwC will
be available by telephone at the Meeting and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
The information in the table below is provided for services rendered to the
Fund by PwC for its fiscal years ended December 31, 2003 and December 31, 2004.
2003 2004
---- ----
Audit Fees $ 37,410 $ 37,410
Audit-Related Fees(1) $ 3,000 $ 4,500
Tax Fees(2) $ 2,175 $ 2,284
All Other Fees $ 0 $ 0
Total $ 42,585 $ 44,194
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements and the Fund's third quarter 2004 Form N-Q
filing.
(2) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
The Audit Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent registered
public accounting firm to the Fund and (ii) all permissible non-audit services
to be provided by the independent registered public accounting firm to CSAM and
any service provider to the Fund controlling, controlled by or under common
control with CSAM that provided ongoing services to the Fund ("Covered Services
Provider") if the engagement relates directly to the operations and financial
reporting of the Fund. The Audit
9
Committee may delegate its responsibility to pre-approve any such audit and
permissible non-audit services to the Chairperson of the Committee, and the
Chairperson shall report to the Committee, at its next regularly scheduled
meeting after the Chairperson's pre-approval of such services, his or her
decision(s). The Audit Committee may also establish detailed pre-approval
policies and procedures for pre-approval of such services in accordance with
applicable laws, including the delegation of some or all of the Committee's
pre-approval responsibilities to other persons (other than CSAM or the Fund's
officers). Pre-approval by the Audit Committee of any permissible non-audit
services shall not be required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, CSAM and any Covered
Services Provider constitutes not more than 5% of the total amount of revenues
paid by the Fund to its independent registered public accounting firm during the
fiscal year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
PwC did not bill any amounts to the Fund for non-audit services rendered to
the Fund, CSAM and Covered Service Providers of the Fund for the fiscal years
ended December 31, 2003 and December 31, 2004.
COMPENSATION
The following table shows certain compensation information for the
directors for the fiscal year ended December 31, 2004. All officers of the Fund
are employees of and are compensated by CSAM. None of the Fund's executive
officers or directors who are also officers or directors of CSAM received any
compensation from the Fund for such period. The Fund has no bonus, profit
sharing, pension or retirement plans.
TOTAL COMPENSATION FROM FUND
AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO
NAME OF DIRECTOR OR NOMINEE FROM THE FUND DIRECTOR OR NOMINEE*
--------------------------- ------------- --------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
James S. Pasman, Jr. $ 17,500 $ 102,625
Steven N. Rappaport N/A $ 90,025
NON-INTERESTED DIRECTORS:
Enrique R. Arzac $ 17,500 $ 80,500
Lawrence J. Fox $ 17,500 $ 42,500
INTERESTED DIRECTORS:
Joseph D. Gallagher** $ 0 $ 0
Michael E. Kenneally $ 0 $ 0
William W. Priest, Jr. $ 15,500 $ 93,500
----------
* 48 funds comprise the Fund complex. See the "Directors" table for the
number of funds each director serves.
** Mr. Gallagher resigned from his positions with the Fund effective August
10, 2004.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
Based upon the Fund's review of filings made pursuant to Section 13 of the
1934 Act, as of March 18, 2005, to the Fund's knowledge no shareholder held
5% or more of the Fund's shares.
10
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 its 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, 2004, all filing requirements applicable to such
persons were complied with except for the following:
J. Kevin Gao: A Form 3 was not timely filed to report his appointment as
Senior Vice President of the Fund on November 30, 2004. A Form 3 was filed on
December 15, 2004 to report this event.
Ajay Mehra: A Form 3 was not timely filed to report his appointment as
Chief Legal Officer of the Fund on November 30, 2004. A Form 3 was filed on
December 15, 2004 to report this event.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2006 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 21, 2005. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to,
or mailed (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
11
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 2006 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE 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.
12
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CREDIT SUISSE ASSET MANAGEMENT
INCOME FUND, INC.
APRIL 22, 2005
4946-PS-05
PROXY
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Michael A. Pignataro, Ajay Mehra and J. Kevin Gao,
each with the power of substitution, as proxies for the undersigned to vote the
shares of Credit Suisse Asset Management Income Fund, Inc. (the "Fund") as to
which I am entitled to vote, as shown on the reverse side, at the Annual Meeting
of Shareholders of the Fund (the "Meeting") to be held on April 22, 2005, at
3:00 p.m., Eastern time, at the offices of the Fund, 466 Lexington Avenue, 16th
Floor, New York, New York 10017, and any adjournments thereof.
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
/X/ Please mark votes as in this example
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 as recommended by the Board of Directors in favor of the Board's
nominees for Director named below.
The Board of Directors of the Fund unanimously recommends a vote "FOR"
the nominees named below.
1. Election of the following nominees as Director:
Nominees: (01) James S. Pasman, Jr.
(02) Steven N. Rappaport
FOR the nominees listed / / WITHHOLD AUTHORITY to vote for any
above (except as marked to individual nominee, strike a line
the contrary above) / / through such individual's name above
(INSTRUCTION: To withhold authority for any individual nominee, strike
a line through such individual's name above.)
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as name appears at left. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Signature: Date
------------------ --------------
Signature: Date
------------------ --------------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS,
CONTINUATIONS OR RESCHEDULINGS THEREOF.