SCHEDULE 14A
Information required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or 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)(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 APRIL 22, 2004
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 (between 45th and 46th Streets), 16th Floor, New York, New
York 10017, on April 22, 2004, 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 one (1) Director of the Fund.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on February 23, 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 Meeting.
This notice and related proxy material are first being mailed on or about
March 1, 2004.
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 1, 2004
New York, New York
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, 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 the Annual Meeting of
Shareholders 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 April 22, 2004 (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 1, 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 50 Milk Street, Boston, Massachusetts 02110.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended December 31, 2003 accompanies this Proxy Statement. 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. 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
nominee for director, and, in accordance with the judgment of the persons
named in the Proxy on an any matters that may properly come before the Meeting
and that are deemed appropriate. Any shareholder giving a Proxy has the power
to revoke it by mail (addressed to the Secretary of the Fund, c/o Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New
York 10017) or in person at the Meeting by executing a superseding Proxy or
by submitting a notice of revocation.
1
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"
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
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 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.
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 23, 2004, 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;
- allow sufficient time for the Proxy to be received and processed on or
before 3:00 p.m. on April 22, 2004.
PROPOSAL 1
ELECTION OF DIRECTOR
The only proposal to be submitted at the Meeting will be the election of
one (1) director of the Fund to hold office for the term set forth below and
until his successor is 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. Enrique R. Arzac is being nominated to serve as a Class
III Director for a three-year term to expire at the Fund's 2007 Annual Meeting
of Shareholders or until his successor is duly elected and qualified. Lawrence
J. Fox and Joseph D. Gallagher are each Class II Directors whose
2
terms will expire at the Fund's 2006 Annual Meeting of Shareholders. James S.
Pasman, Jr. and William W. Priest, Jr. are each Class I Directors whose terms
will expire at the Fund's 2005 Annual Meeting of Shareholders.
Mr. Arzac 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 nominee
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.
DIRECTORS
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND FUND COMPLEX
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
OF BIRTH FUND SERVED DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
------------------------- ----------- ------------------ ----------------------- ------------- ------------------
NOMINEE FOR DIRECTOR:
Enrique R. Arzac Director, Since 1990; Professor of Finance 8 Director of The
c/o Credit Suisse Asset Nominating current term ends and Economics, Adams Express
Management, LLC Committee at the 2004 annual Graduate School of Company (a
Attn: General Counsel Chairman meeting Business, Columbia closed-end
466 Lexington Avenue and Audit University since 1971 investment
New York, New York Committee company); Director
10017-3140 Member of Petroleum and
Date of Birth: 10/02/41 Resources
Corporation (a
closed-end
investment company)
NON-INTERESTED DIRECTORS:
Lawrence J. Fox Director, Since 1990; Partner, Drinker 3 Director, Winthrop
One Logan Square Nominating current term ends Biddle & Reath Trust Company
18th & Cherry Streets Committee at the 2006 annual (law firm)
Philadelphia, Member and meeting since 1972
Pennsylvania 19103 Audit
19103 Committee
Date of Birth: 7/17/43 Chairman
James S. Pasman, Jr. Director, Since Fund Currently retired 44 Director of
c/o Credit Suisse Asset Nominating inception; current Education
Management, LLC and Audit term ends at the Management Corp.
Attn: General Counsel Committee 2005 annual meeting
466 Lexington Avenue Member
New York, New York
10017-3140
Date of Birth: 12/20/30
3
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE AND FUND COMPLEX
NAME, ADDRESS, AND DATE HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
OF BIRTH FUND SERVED DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
------------------------- ----------- ------------------ ----------------------- ------------- ------------------
INTERESTED DIRECTORS:
Joseph D. Gallagher* Director, Since 2003; Managing Director, 45 None
c/o Credit Suisse Asset Chairman current term ends Chief Executive
Management, LLC and Chief at the 2006 annual Officer and Global
466 Lexington Avenue Executive meeting Chief Operating
10017-3140 Officer Officer of CSAM
New York, New York since 2003; Global
Date of Birth: 12/14/62 Chief Financial
Officer, Credit Suisse
Asset Management from
1999 to 2003; Chief
Executive 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, Credit
Suisse First
Boston, Hong Kong,
China, from
January 1998 to
May 1999; Officer of
other Credit Suisse
Funds
William W. Priest, Jr.* Director Since 1997; Co-Managing Partner, 49 Director of Globe
Steinberg Priest & current term ends Steinberg Priest & Wireless, LLC
Sloane at the 2005 annual Sloane Capital (a maritime
Capital Management, LLC meeting Management, LLC communications
12 East 49th Street since March 2001; company); Director
12th Floor Chairman and of InfraRedX
New York, New York Managing Director of (a medical device
10017 CSAM from 2000 to company)
Date of Birth: 09/24/41 February 2001; Chief
Executive Officer
and Managing
Director of CSAM
from 1990 to 2000
----------
*Mr. Priest is an interested person of the Fund, as defined in the 1940 Act,
because up to December 31, 2002 he was retained by CSAM to provide consulting
services. Mr. Gallagher is an interested person of the Fund by virtue of his
current positions as director and/or officer of CSAM.
4
NAME, ADDRESS AND DATE OF POSITIONS(S) HELD WITH LENGTH OF TIME
BIRTH FUND SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------- ---------------------- -------------- -------------------------------------------
OFFICERS:
Hal Liebes Senior Vice President Since 1997 Managing Director and Global General
c/o Credit Suisse Asset Counsel of CSAM; Associated with CSAM since
Management, LLC 1997; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 07/06/64
Michael A. Pignataro Chief Financial Since 1995 Director and Director of Fund
c/o Credit Suisse Asset Officer, Vice President Administration of CSAM; Associated with
Management, LLC and Secretary CSAM since 1984; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
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
10017-3140
Date of Birth: 6/22/60
Robert M. Rizza Vice President and Since 1999 Assistant Vice President of CSAM since
c/o Credit Suisse Asset Treasurer January 2001; Associated with CSAM since 1998;
Management, LLC Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
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
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES DIRECTOR IN CSAM FAMILY OF CLOSED-
IN THE FUND*(1) (2) END INVESTMENT COMPANIES*(1)(3)
-------------------------------- --------------------------------- -----------------------------------
NOMINEE FOR DIRECTOR:
Enrique R. Arzac C E
NON-INTERESTED DIRECTORS:
Lawrence J. Fox C E
James S. Pasman, Jr. C D
INTERESTED DIRECTORS:
Joseph D. Gallagher A A
William W. Priest 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, 2003. "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 Closed-End Investment Companies" means those
registered investment companies that share CSAM as the investment adviser and
that hold themselves out to investors as related companies for purposes of
investment and investor services.
As of December 31, 2003, none of the non-interested nominee 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, 2003, 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, 2003 to all such unaffiliated directors was
$66,000.
During the fiscal year ended December 31, 2003, 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, 2003.
6
The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund.
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, 2003. At
a meeting of the Nominating Committee held on February 10, 2004, the Nominating
Committee (with the nominee abstaining from voting) nominated Mr. Arzac for a
three-year term. The Nominating Committee selects and nominates 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 is included as
Appendix A). 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. The 2003 Annual Meeting of
Shareholders was not attended by any of the Fund's directors.
REPORT OF THE AUDIT COMMITTEE
Pursuant to the Audit Committee Charter adopted by the Board (a copy of
which is included as Appendix B), the Audit Committee is responsible for
conferring with the Fund's independent auditors, reviewing annual financial
statements, approving the selection of the Fund's independent auditors 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 auditors 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, 2003. The Audit Committee has also met with the Fund's independent
auditors, 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
independent auditors and the Fund and the impact that any such relationships may
have on the objectivity and independence of the independent auditors. 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 was compatible with
maintaining PwC's independence.
7
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 auditors.
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.
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 fiscal year ended December 31,
2003 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 17, 2003, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending December 31, 2004. 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 information in the table below is provided for services rendered to the
Fund by PwC for its fiscal years ended December 31, 2002 and December 31, 2003.
2002 2003
-------------- --------------
Audit Fees $ 41,000 $ 37,410
Audit-Related Fees(1) $ 0 $ 3,000
Tax Fees(2) $ 2,500 $ 2,175
All Other Fees $ 0 $ 0
Total $ 43,500 $ 42,585
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements.
(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 auditors to the
Fund and (ii) all permissible non-audit services to be provided by the
independent auditors 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
8
relates directly to the operations and financial reporting of the Fund. The
Audit Committee may delegate its responsibility to pre-approve any such audit
and permissible non-audit services to the Chairperson of the Committee, and
the Chairperson shall report to the Committee, at its next regularly
scheduled meeting after the Chairperson's pre-approval of such services, his
or her decision(s). The Audit Committee may also establish detailed
pre-approval policies and procedures for pre-approval of such services in
accordance with applicable laws, including the delegation of some or all of
the Committee's pre-approval responsibilities to other persons (other than
CSAM or the Fund's officers). Pre-approval by the Audit Committee of any
permissible non-audit services shall not be required so long as: (i) the
aggregate amount of all such permissible non-audit services provided to the
Fund, CSAM and any Covered Services Provider constitutes not more than 5% of
the total amount of revenues paid by the Fund to its independent auditors
during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
Fund at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Committee and approved
by the Committee (or its delegate(s)) prior to the completion of the audit.
The aggregate fees billed by PwC for non-audit services rendered to the
Fund for the fiscal years ended December 31, 2002 and December 31, 2003 were
$2,500 and $5,175, respectively. The aggregate fees billed by PwC for non-audit
services rendered to CSAM and Covered Service Providers for the fiscal years
ended December 31, 2002 and December 31, 2003 were $0 and $0, respectively.
These amounts include fees for non-audit services required to be pre-approved by
the Fund's Audit Committee and fees for non-audit services that did not require
pre-approval by the Committee because they did not directly relate to the Fund's
operations and financial reporting.
COMPENSATION
The following table shows certain compensation information for the
directors for the fiscal year ended December 31, 2003. 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
AGGREGATE COMPENSATION FROM FUND AND FUND
NAME OF DIRECTOR FROM THE FUND COMPLEX PAID TO DIRECTORS*
---------------- ---------------------- --------------------------
NOMINEE FOR DIRECTOR:
Enrique Arzac $ 16,500 $ 80,125
NON-INTERESTED DIRECTORS:
Lawrence Fox $ 16,500 $ 44,125
James Pasman, Jr. $ 16,500 $ 124,500
INTERESTED DIRECTORS:
Joseph D. Gallagher $ 0 $ 0
William W. Priest, Jr. $ 16,500 $ 92,313
----------
* 50 funds comprise the Fund complex. See the "Directors" table for the
number of funds each director serves.
9
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEE 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 February 20, 2004, to the Fund's knowledge 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 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, 2003, all filing requirements applicable to such
persons were complied with except for the following:
Joseph D. Gallagher: A Form 3 was not timely filed to report his
appointment as Chairman of the Fund on February 12, 2003. A Form 3 was filed on
June 13, 2003 to report this event.
Richard J. 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.
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.
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 October __, 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
10
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, 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 2005 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.
11
[cad 217]
APPENDIX A
NOMINATING COMMITTEE CHARTER
This document serves as the Charter for the Nominating Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") advised by Credit Suisse Asset Management, LLC ("CSAM") listed on
Appendix A hereto (each such Charter being a separate Charter).
1. PURPOSE & SCOPE
(a) The Committee believes that it is in the best interest of the
Fund and its shareholders to seek highly-qualified candidates to serve as
members of the Board.
(b) The Committee shall, therefore, be responsible for recommending
to the Board persons to be nominated by the Board for election as directors at
the Fund's meetings of shareholders, special or annual, if any, or to fill any
vacancy on the Board that may arise between meetings of shareholders.
2. MEMBERSHIP
(a) The Committee for each Fund shall consist of all of the Directors
who are not "interested persons" of the Fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), and, if applicable,
"independent" as such term is defined by the listing standards of the principal
national securities exchange upon which the Fund's shares are listed, if any.
(b) The Committee shall appoint its Chairperson by a majority vote.
(c) The compensation, if any, of the Committee members shall be as
determined by the Board.
3. NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES
(a) In nominating candidates, the Committee shall take into
consideration such factors as it deems appropriate. These factors may include
judgment, skill, diversity, financial literacy, 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 Committee may, in its discretion, establish specific,
minimum qualifications or skills that must be met by Committee-nominated or
shareholder-nominated candidates.
(b) The Committee will consider candidates submitted by shareholders
or from other sources it deems appropriate. Any recommendation should be
submitted to the Secretary of the Fund, c/o Credit Suisse Asset Management, LLC,
466 Lexington Avenue, New York, New York 10017. Any submission should include at
a minimum the following information: As to each individual proposed for election
or re-election as director, the name, age, business address, residence address
and principal occupation or employment of such individual, the class, series and
number of shares of stock of the Fund that are beneficially owned by such
individual, the date such shares were acquired and the investment intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested person" of the Fund (as defined in the 1940 Act), and information
regarding such individual that is sufficient, in the discretion of the
Committee, to make such determination, and all other information relating to
such individual that is required to be disclosed in solicitation of proxies for
election of directors in an election contest (even if an election contest is not
involved) or is otherwise required, in each case pursuant to Regulation 14A (or
any succes-
A-1
sor provision) under the Securities Exchange Act of 1934, as amended,
and the rules thereunder (including such individual's written consent to being
named in the proxy statement as a nominee and to serving as a director (if
elected)). In the case of any Fund holding a meeting of shareholders, any such
submission in order to be considered for inclusion in the Fund's proxy
statement, should be submitted by a date not later than the 120th calendar day
before the date the Fund's proxy statement was released to security holders in
connection with the Fund's previous year's annual meeting or, if the Fund has
changed the meeting date by more than 30 days or if no meeting was held the
previous year, within a reasonable time before the Fund begins to print and mail
its proxy statement. Any such submission must also be submitted by such date and
contain such information as may be specified in the Fund's By-laws, or as
required by any relevant stock exchange listing standards
4. ADDITIONAL RESPONSIBILITIES
(a) The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the directors, including any term
limits, limits on the number of boards (or committees) on which a director may
sit and mandatory retirement age.
(b) The Committee shall have the authority to retain and terminate
any search firm to be used to identify director nominees, subject to the Board's
sole authority to approve the search firm's fees and other retention terms.
(c) The Committee shall be responsible for overseeing an annual
evaluation of the Board and its committee structure to determine whether the
Board and its committee structure is functioning effectively. The Committee
shall determine the nature of the evaluation, supervise the conduct of the
evaluation and prepare an assessment of the performance of the Board and its
committees, to be discussed with the Board.
(d) The Committee shall have the authority to delegate all or a
portion of its duties and responsibilities to a subcommittee of the Committee.
(e) The Committee shall have any other duties or responsibilities
expressly delegated to the Committee by the Board from time to time relating to
the nomination of the Board members or any Committee members.
5. PROCEDURAL MATTERS
(a) The Committee shall meet at least once a year.
(b) The Committee shall keep written minutes of its meetings, which
minutes shall be maintained with the books and records of the Fund, and the
Committee shall report to the Board on its meetings.
(c) The Committee shall, from time to time as it deems appropriate,
review and reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval. The Charter shall be posted on the Fund's
website.
(d) The Committee shall have the resources and authority to make
reasonable expenditures, including expenditures to retain any experts and
counsel related to the aforementioned duties and tasks, that will be reimbursed
by the Fund.
February 2004
A-2
APPENDIX A
OPEN-END FUNDS:
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional High Yield Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Municipal Money Fund
Credit Suisse U.S. Government Money Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Growth Portfolio
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
High Yield Portfolio
A-3
International Focus Portfolio
Large Cap Value Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED - END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
A-4
APPENDIX B
AUDIT COMMITTEE CHARTER
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") advised by Credit Suisse Asset Management, LLC ("CSAM") listed on
Appendix A hereto (each such Charter being a separate Charter).
The primary purposes of the Committee are to:
- assist Board oversight of
1. the integrity of the Fund's financial statements
2. the independent auditor's qualifications and independence
3. the Fund's compliance with legal and regulatory requirements
4. the performance of the Fund's independent auditors
- prepare an audit committee report, if required by the SEC, to be
included in the Fund's annual proxy statement, if any;
- oversee the scope of the annual audit of the Fund's financial
statements, the quality and objectivity of the Fund's financial statements,
the Fund's accounting and financial reporting policies and practices and
its internal controls;
- determine the selection, appointment, retention and termination of the
Fund's independent auditors, as well as approving the compensation of the
auditors;
- pre-approve all audit and non-audit services provided to the Fund and
certain other persons (as described in 2(b) below) by such independent
auditors; and
- act as a liaison between the Fund's independent auditors and the
Board.
The Fund's independent auditors shall report directly to the Committee.
The primary function of the Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews in
accordance with generally accepted auditing standards.
In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full-time employees of the Fund. As such, it
is not the duty or responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures
or to set auditor independence standards. Each member of the Committee shall
be entitled to rely on (i) the integrity of those persons and organizations
within and outside the Fund from which it receives information, (ii) the
accuracy of the financial and other information provided to the Committee by
such persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Fund's Board) and (iii) statements made by
the officers and employees of the Fund, CSAM or other third parties as to any
information technology, internal audit and other non-audit services provided
by the independent auditors to the Fund. In addition, the evaluation of the
Fund's financial statements by the Committee
B-1
is not of the same scope as, and does not involve the extent of detail as,
audits performed by the independent auditors, nor does the Committee's
evaluation substitute for the responsibilities of the Fund's management for
preparing, or the independent auditors for auditing, the financial statements.
The designation of a person as an "audit committee financial expert"
("ACFE"), within the meaning of the rules adopted and implemented under Section
407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the
duties and obligations of other Committee members or the Board.
1. (a) The Committee shall consist of at least three Board members
none of whom is an "interested person," as that term is defined
in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "Independent Board Members"), each of whom shall be
financially literate and able to read and understand fundamental
financial statements, including the Fund's balance sheet, income
statement and cash flow statement, and at least one of whom shall
have accounting or related financial management expertise as
determined by the Fund's Board in its business judgment. Each
member of the Committee must also meet the New York Stock
Exchange's independence requirements for audit committee members
of listed companies and the independence requirements applicable
to investment companies set forth in Rule 10A-3 under the
Securities Exchange Act of 1934. If one or more members of the
Committee qualify as an ACFE, at least one such member shall be
designated as the Committee's ACFE. The Committee shall elect a
chairperson, who shall preside over Committee meetings (the
"Chairperson"). The Chairperson shall serve as such until his
successor is selected by the Committee.
(b) With respect to any subsequent changes to the composition of
the Committee, and otherwise approximately once each year, the
Board of Directors shall determine:
(i) that each member of the Audit Committee is
"independent" pursuant to the NYSE's governance
standards or applicable law or, in the case of a Fund
whose securities are listed on the American Stock
Exchange ("AMEX"), pursuant to the governance
standards of the AMEX);
(ii) that each Audit Committee member is financially
literate and able to read and understand fundamental
financial statements, including the Fund's balance
sheet, income statement and cash flow statement;
(iii) that at least one of the Committee members has
accounting or related financial management expertise
and, for a Fund whose securities are listed on the
AMEX, is "financially sophisticated" pursuant to AMEX
rules; and
(iv) the adequacy of the Charter.
2. To carry out its purposes, the Committee shall have the following
duties and powers to be exercised at such times and in such
manner as the Committee shall deem necessary or appropriate:
(a) to determine, and recommend to the Independent Board Members
for their ratification and approval, the selection, appointment,
compensation, retention and termination and to oversee the work,
of the Fund's independent auditors (or any other public
accounting firm engaged for the purposes of performing other
audit, review or attest services for the Fund) and, in connection
therewith, to resolve any disagreements between management and
the independent auditors regarding financial reporting and to
evaluate the independence of the independent auditors;
(b) to pre-approve (i) all audit and permissible non-audit
services(1) to be provided by the independent auditors to the
Fund, and (ii) all permissible non-audit services to be
provided by the independent auditors to CSAM and any service
provider to the Fund controlling, controlled by or under
common control with CSAM that provides ongoing services to the
Fund ("Covered Services Provider"), if the engagement relates
directly to the operations and
B-2
financial reporting of the Fund. The 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 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);
(c) to meet with the Fund's independent auditors, including
meetings apart from management, on a regular basis: (i) to review
the arrangements for and scope of the proposed annual audit and
any special audits; (ii) to review the scope of non-audit
services being provided and proposed to be provided; (iii) to
discuss any matters of importance relating to the Fund's
financial statements, including any adjustments to such
statements recommended by the independent auditors, or other
results of said audits; (iv) to consider the independent
auditor's comments communicated to the Committee with respect to
the Fund's financial policies, procedures and internal accounting
controls and management's responses thereto; (v) to obtain
annually in writing from the independent auditors their letter as
to the adequacy of such controls as required by Form N-SAR; (vi)
to review the form of report the independent auditors propose to
render to the Board and shareholders; and (vii) to discuss with
the independent auditors any disclosed relationships or services
that may diminish the objectivity and independence of the
independent auditors, receive reports at least annually from the
independent auditors regarding their independence (including
receiving the independent auditors' specific representations as
to independence consistent with current statements of the
Independence Standards Board), and discuss such reports with the
independent auditors, and, if so determined by the Committee,
recommend that the Board take appropriate action to ensure the
independence of the independent auditors;
(d) to review with the Fund's management and independent
auditors: (i) critical accounting policies and practices applied
by the Fund and communicated to the Committee by the independent
auditors and/or management in preparing its financial statements;
(ii) alternative treatments within generally accepted accounting
principles for policies and practices related to material items
that have been discussed with management communicated to the
Committee; (iii) other material written communications between
the independent auditors and the Fund, including any management
letter, report on observations and recommendations on internal
controls, report of any unadjusted differences (including a
listing of adjustments and reclassifications not recorded, if
any) communicated to the Committee, engagement letter and
independence letter; and (iv) any audit problems or
difficulties and management's
----------
(1) The Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent auditors to the
registrant and (ii) all permissible non-audit services to be provided by the
independent auditors to CSAM and any service provider to the registrant
controlling, controlled by or under common control with CSAM that provided
ongoing services to the registrant ("Covered Services Provider") if the
engagement relates directly to the operations and financial reporting of the
registrant. The 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 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 registrant's officers). Pre-approval by the 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 registrant, CSAM and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the registrant to its independent auditors during the fiscal
year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by the registrant 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.
B-3
response, including any restrictions on the scope of the
auditor's activities or on access to requested information,
and any significant disagreements with management;
(e) to consider and evaluate the effect upon the Fund of
significant changes in accounting principles, practices, controls
or procedures proposed or contemplated by management or the
independent auditors;
(f) to discuss with management policies and guidelines with
respect to risk assessment and risk management affecting the
Fund, and the steps taken to monitor and control such risks and
exposures;
(g) to discuss the types of information to be disclosed in press
releases concerning dividends, as well as financial information
provided to analysts and rating agencies, and the type of
presentation to be made;
(h) to establish procedures for the receipt, retention and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of the Fund and
its service providers (as and to the extent required with respect
to service providers by applicable rules, regulations or listing
requirements) of concerns regarding questionable accounting or
auditing matters pertaining to the Fund;
(i) to establish policies governing the hiring by the Fund of
employees or former employees of the independent auditors
consistent with government regulations;
(j) at least annually, to obtain and review a report by the
Fund's independent auditors describing: (1) the audit firm's
internal quality-control procedures; (2) any material issues
raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out
by the audit firm, and any steps taken to deal with any such
issues; and (3) for the purpose of assessing the auditor's
independence, all relationships between the independent auditors
and the Fund;
(k) to review and evaluate the qualifications, performance and
independence of the lead audit partner of the independent
auditors on the Fund's engagement;
(l) to assure the regular rotation of such lead audit partner
and the reviewing partner, and to consider whether there should
be a regular rotation of the audit firm itself;
(m) to review and discuss the Fund's audited and unaudited
financial statements with management and, in the case of the
audited financials, the independent auditor, including the Fund's
disclosure of management's discussion of Fund performance, and to
recommend to the Board, as appropriate, the inclusion of the
Fund's audited financial statements in the Fund's annual report;
and
(n) to report regularly to the full Board any issues that arise
with respect to: (1) the quality or integrity of the Fund's
financial statements, (2) the Fund's compliance with legal or
regulatory requirements and (3) the performance and independence
of the Fund's independent auditors, and make such recommendations
with respect to the matters within the scope of its authority and
other matters, as the Committee may deem necessary or
appropriate.
(o) to meet periodically with Fund management on all relevant
matters, apart from the Fund's independent auditors;
3. The Committee shall meet as frequently as necessary to carry out
its obligations, but not less frequently than twice a year, and
shall hold special meetings as circumstances require. A majority
of the total number of members of the Committee shall constitute
a quorum of the Committee. A majority of the members of the
Committee present shall be empowered to act on behalf of the
Committee. The Committee shall regularly meet (typically, on
B-4
the same day as regular Committee meetings) with the Fund's
management and with the personnel of the Fund's administrator.
Members of the Committee may participate in a meeting of the
Committee in person or by means of a conference call or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
4. The Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to
retain, as it deems necessary to carry out its duties, special
counsel and other experts or consultants at the expense of the
Fund. The Fund shall provide appropriate funding for the
Committee to carry out its duties and its responsibilities,
including appropriate funding, as determined by the Committee (a)
for payment of compensation to the Fund's independent auditors or
other public accounting firm providing audit, review or attest
services for the Fund, (b) for payment of compensation to any
advisors employed by the Committee and (c) for the ordinary
administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties. In performing its duties,
the Committee shall consult as it deems appropriate with the
members of the Board, officers and employees of the Fund,
CSAM, the Fund's sub-advisor(s), if any, the Fund's counsel
and the Fund's other service providers.
5. The Committee shall evaluate its performance under this Charter
annually.
6. The Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board
also shall review and approve this Charter at least annually.
7. This Charter may be altered, amended or repealed, or a new
Charter may be adopted, by the Board by the affirmative vote of a
majority of all of the members of the Board, including a majority
of the "non-interested" Board members (within the meaning of the
Investment Company Act of 1940, as amended).
8. The Chief Executive Officer (the "CEO") of each Fund shall
certify to the Audit Committee of each Fund annually that he is
not aware of any violation by the Fund of any corporate
governance standards or policies to which the Fund is subject. In
addition, the CEO of the Fund must promptly notify the relevant
Audit Committee in writing after any executive officer of the
Fund becomes aware of any material non-compliance with any
applicable corporate governance listing standard or policy.
9. FOR CLOSED-END FUNDS ONLY. (a) Each Fund whose securities are
listed on the New York Stock Exchange ("NYSE") shall provide the
NYSE, with respect to any subsequent changes to the composition
of the Audit Committee or otherwise approximately once each year,
written confirmation of the determinations required by Section
1(b) above insofar as Section 1(b) relates to NYSE requirements.
(b) The CEO of each Fund whose securities are listed on the NYSE
shall certify to the NYSE annually that he is not aware of any
violation by the Fund of the NYSE corporate governance listing
standards and such certification shall be included in the Fund's
annual report to shareholders. If the CEO of any such Fund
provides notice to the NYSE upon receipt of a report by any
executive officer of any material non-compliance with any
applicable provisions of the NYSE corporate governance listing
standards, copies of any such certification or notice shall be
provided to the Audit Committee of the relevant Fund.
(c) If a Fund whose securities are listed on the AMEX provides
the AMEX notice upon receipt of a report by an executive officer
of any material non-compliance with the requirements of Rule
10A-3 under the Securities Exchange Act of 1934 relating to audit
committees, copies of any such notice shall be provided to the
Audit Committee of the relevant Fund.
Adopted: Effective February 12, 2004
B-5
APPENDIX A
OPEN-END FUNDS:
Credit Suisse Institutional Fixed Income Fund
Credit Suisse Institutional High Yield Fund
Credit Suisse Select Equity Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Emerging Growth Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Post-Venture Capital Fund
Credit Suisse Institutional Fund
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Municipal Money Fund
Credit Suisse U.S. Government Money Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Strategic Small Cap Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Growth Portfolio
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
High Yield Portfolio
B-6
International Focus Portfolio
Large Cap Value Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED - END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
B-7
CREDIT SUISSE ASSET MANAGEMENT
INCOME FUND, INC.
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APRIL 22, 2004
4946-PS-04
SHAREHOLDER PROPOSALS
On page 10 of the Proxy Statement, the date by which the Fund must receive a
shareholder proposal to be considered for inclusion in the Fund's proxy
materials to its 2005 annual meeting of shareholders should be NOVEMBER 1,
2004.
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.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 22, 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 annual
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 April 22, 2004 at 3:00 p.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
/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" the nominee in Proposal 1.
1. Election of Director
Nominee: (01) Enrique R. Arzac
FOR NOMINEE / / / / WITHHOLD FROM NOMINEE
The proxies are authorized to vote upon such other business that may properly
come before the 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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