SCHEDULE 14A INFORMATION
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.
--------------------------------------------------------------------------------
(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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(800) 293-1232
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2006
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 20, 2006, at 2:30 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 three (3) Directors of the Fund.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on February 24, 2006 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 to
shareholders on or about March 1, 2006.
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, 2006
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 20, 2006
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 of the Fund scheduled to be held at the offices of Credit Suisse
Asset Management, LLC ("Credit Suisse"), 466 Lexington Avenue, 16th Floor, New
York, New York 10017 on April 20, 2006 (commencing at 2:30 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, Credit Suisse, 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, 2006.
Credit Suisse 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, 2005 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.credit-suisse.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 her
3
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.
Credit Suisse 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 24, 2006, 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 2:30 p.m. on April 20, 2006.
4
PROPOSAL 1: ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of
three (3) Directors of the Fund to hold office for the terms 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. Lawrence J. Fox and Lawrence D. Haber are being nominated
to serve as Class II Directors, each for a three-year term to expire at the
Fund's 2009 Annual Meeting of Shareholders or until his successor is duly
elected and qualified. James J. Cattano is being nominated to fill the remainder
of the directorship currently held by a retiring Director to serve as a Class I
Director for a two-year term to expire at the Fund's 2008 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. Steven N. Rappaport is a Class I Director whose term will
expire at the Fund's 2008 Annual Meeting of Shareholders or until his successor
is duly elected and qualified.
Mr. Fox has indicated an intention to continue to serve if elected. Each of
Messrs. Cattano and Haber has consented to serving as a Director of the Fund if
elected. All three nominees have consented to being named in this Proxy
Statement.
The following tables set forth certain information regarding the nominees
for election to the Board, Directors whose terms of office continue beyond the
Meeting, and the principal 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
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS DIRECTOR* HELD BY DIRECTOR
------------------ ----------- ------------------ ------------------- ------------- --------------------
NON-INTERESTED NOMINEE FOR DIRECTOR:
James J. Cattano None None President, Primary 6 None
c/o Primary Resources, Inc. Resources, Inc. (an
55 Old Field Point Road international
Greenwich, Connecticut 06830 trading and
Date of Birth: 06/24/43 manufacturing
company specializing
in the sale of
agricultural
commodities
throughout Latin
American markets)
since October 1996
Lawrence J. Fox Director, Since 1990; current Partner, Drinker 6 Director, Winthrop
One Logan Square Nominating term ends at the Biddle & Reath (law Trust Company
18th & Cherry Streets Committee 2006 annual meeting firm) since 1972
Philadelphia, PA 19103 Member and
Date of Birth: 07/17/43 Audit
Committee
Chairman
5
NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS DIRECTOR* HELD BY DIRECTOR
------------------ ----------- ------------------ ------------------- ------------- --------------------
INTERESTED NOMINEE FOR DIRECTOR:
Lawrence D. Haber** None None Managing Director 7 None
c/o Credit Suisse Asset and Chief Operating
Management, LLC Officer of Credit
466 Lexington Avenue Suisse; Member of
New York, New York Credit Suisse's
10017-3140 Management
Date of Birth: 06/27/51 Committee; Chief
Financial Officer of
Merrill Lynch
Investment Managers
from 1997 to 2003
NON-INTERESTED DIRECTORS:
Enrique R. Arzac Chairman of Since 1990; Chairman Professor of Finance 47 Director of The
c/o Credit Suisse Asset the Board of since 2005; current and Economics, Adams Express
Management, LLC Directors, term ends at the Graduate School of Company (a
Attn: General Counsel Nominating 2007 annual meeting Business, Columbia closed-end
466 Lexington Avenue Committee University since investment company);
New York, New York 10017-3140 Chairman and 1971 Director of
Date of Birth: 10/02/41 Audit Petroleum and
Committee Resources
Member Corporation (a
closed-end
investment company)
Steven N. Rappaport Director, Since 2005; current Partner of Lehigh 47 Director of
Lehigh Court LLC Nominating term ends at the Court, LLC and RZ Presstek, Inc.
40 East 52nd Street and Audit 2008 annual meeting Capital (private (digital imaging
New York, New York 10022 Committee investment firms) technologies
Date of Birth: 07/10/48 Member from July 2002 to company); Director
present; Transition of Wood Resources,
Adviser to SunGard LLC (plywood
Securities Finance, manufacturing
Inc. from February company)
2002 to July 2002;
President of SunGard
Securities Finance,
Inc. from 2001 to
February 2002;
President of Loanet,
Inc. (on-line
accounting service)
from 1997 to 2001
6
OFFICERS
NAME, ADDRESS AND POSITIONS(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ----------------- --------------------- -------------------------------------------
Steven B. Plump Chief Executive Since 2005 Managing Director of Credit Suisse; Associated with
Credit Suisse Asset Officer and Credit Suisse or its predecessor since 1995; Officer
Management, LLC President of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 02/08/59
Martha B. Metcalf Chief Investment Since 2005 Managing Director of Credit Suisse since 2005;
Credit Suisse Asset Officer Managing Director, Portfolio Manager of Global
Management, LLC High Yield bonds and head of a global high yield
466 Lexington Avenue business at Invesco from 2000 to 2005; Officer of
New York, New York other Credit Suisse Funds
10017-3140
Date of Birth: 04/09/65
Michael E. Gray Investment Since 2005 Managing Director of Credit Suisse; Associated
Credit Suisse Asset Officer with Credit Suisse since 2004; Managing Director
Management, LLC at Deutsche Asset Management and head of U.S.
466 Lexington Avenue credit research from 2002 until 2004; Executive
New York, New York 10017-3140 Director at UBS and head of European credit
Date of Birth: 07/08/68 research from 1999 to 2002
Michael A. Pignataro Chief Financial Since 1995 Director and Director of Fund Administration of
Credit Suisse Asset Officer, Vice Credit Suisse; Associated with Credit Suisse or
Management, LLC President and its predecessor since 1984; Officer of other
466 Lexington Avenue Secretary Credit Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
Emidio Morizio Chief Compliance Since 2004 Director and Global Head of Compliance of Credit
Credit Suisse Asset Officer Suisse; Associated with Credit Suisse since July
Management, LLC 2000; Vice President and Director of Compliance of
466 Lexington Avenue Forstmann-Leff Associates from 1998 to June 2000;
New York, New York 10017-3140 Officer of other Credit Suisse Funds
Date of Birth: 09/21/66
Ajay Mehra Chief Legal Since 2004 Director and Head of Legal Americas Traditional
Credit Suisse Asset Officer Asset Management and Hedge Funds of Credit Suisse;
Management, LLC Associated with Credit Suisse since September
466 Lexington Avenue 2004; Senior Associate of Shearman & Sterling LLP
New York, New York 10017-3140 from September 2000 to September 2004; Senior
Date of Birth: 08/14/70 Counsel of the SEC Division of Investment
Management from June 1997 to September 2000;
Officer of other Credit Suisse Funds
7
NAME, ADDRESS AND POSITIONS(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ----------------- --------------------- -------------------------------------------
J. Kevin Gao Senior Vice Since 2004 Director and Legal Counsel of Credit Suisse;
Credit Suisse Asset President Associated with Credit Suisse since July 2003;
Management, LLC Associated with the law firm of Willkie Farr &
466 Lexington Avenue Gallagher LLP from 1998 to 2003; Officer of other
New York, New York Credit Suisse Funds
10017-3140
Date of Birth: 10/13/67
Robert M. Rizza Treasurer Since 1999 Vice President of Credit Suisse; Associated with
Credit Suisse Asset Credit Suisse since 1998; Officer of other Credit
Management, LLC Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
----------
* Includes funds in the Fund Complex, which are not covered in this proxy
statement, for which nominees are seeking election at an April 20, 2006
shareholder meeting to the boards of funds on which they do not currently
serve as Directors.
** Mr. Haber is an "interested person" of the Fund (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) by virtue of
his current position as an officer of Credit Suisse.
8
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 Credit
Suisse Family of Investment Companies (as defined below) beneficially owned by
each Director or nominee.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR OR NOMINEE IN CREDIT
DOLLAR RANGE OF EQUITY SECURITIES SUISSE FAMILY OF INVESTMENT
NAME OF DIRECTOR OR NOMINEE IN THE FUND*(1)(2) COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
James J. Cattano A C
Lawrence J. Fox C C
NON-INTERESTED DIRECTORS:
Enrique R. Arzac C E
Steven N. Rappaport C E
INTERESTED NOMINEE FOR DIRECTOR:
Lawrence D. Haber A A
----------
* 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,
2005. "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) "Credit Suisse Family of Investment Companies" means those registered
investment companies that share Credit Suisse as their investment adviser
and that hold themselves out to investors as related companies for purposes
of investment and investor services.
As of December 31, 2005, 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 Credit Suisse or in a
person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with Credit Suisse.
During the fiscal year ended December 31, 2005, each Director who was not a
director, officer, partner, co-partner or employee of Credit Suisse, 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, 2005 to all such unaffiliated Directors was $88,786.
During the fiscal year ended December 31, 2005, the Board convened ten
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, Rappaport and James S. Pasman, Jr. (a Director who is
retiring effective as of the date of the Annual Meeting of Shareholders)
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 four times during the fiscal year ended December 31, 2005.
9
The Audit Committee advises the full Board with respect to accounting, auditing
and financial matters affecting the Fund.
Messrs. Arzac, Fox, Rappaport and James S. Pasman, Jr. (a Director who is
retiring effective as of the date of the Annual Meeting of Shareholders)
constitute the Fund's Nominating Committee, which is composed of Directors who
are non-interested Directors of the Fund. The Nominating Committee met six times
during the fiscal year ended December 31, 2005. At a meeting of the Nominating
Committee held on December 2, 2005, the Nominating Committee (with the nominees
abstaining from voting) determined to recommend to the full Board the nomination
of Mr. Fox for a three-year term and Mr. Cattano for a two-year term. At a
meeting of the Nominating Committee held on February 15, 2006, the Nominating
Committee (with the nominees abstaining from voting) determined to recommend to
the full Board the nomination of Mr. Haber for a three-year term. The Nominating
Committee selects and recommends to the full Board candidates for nomination as
Directors. 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 Nominating 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
Nominating 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 successor provision) under the 1934 Act, 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.
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.
10
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 Credit Suisse 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, 2005. 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, Credit Suisse and its
affiliates 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, Credit Suisse and its affiliates was compatible with maintaining PwC's
independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis for determining 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 2005 Annual Report to Shareholders for the fiscal year ended December 31,
2005 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.
Steven N. Rappaport
11
INDEPENDENT AUDITORS
At a meeting held on November 17, 2005, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending December 31, 2006. 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, 2004 and December 31, 2005.
2004 2005
---- ----
Audit Fees $ 37,410 $ 39,280
Audit-Related Fees(1) $ 4,500 $ 3,150
Tax Fees(2) $ 2,284 $ 2,400
All Other Fees $ 0 $ 0
Total $ 44,194 $ 44,830
----------
(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
filings.
(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 Credit
Suisse and any service provider to the Fund controlling, controlled by or under
common control with Credit Suisse 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 Committee may delegate
its responsibility to pre-approve any such audit and permissible non-audit
services to the Chairperson of the Audit Committee, and the Chairperson shall
report to the Audit 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 Audit Committee's pre-approval responsibilities
to other persons (other than Credit Suisse 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, Credit Suisse 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 Audit Committee and approved by the Audit 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, Credit Suisse or Covered Service Providers for the fiscal years
ended December 31, 2004 and December 31, 2005 were $0 and $394,000,
respectively.
12
COMPENSATION
The following table shows certain compensation information for the
Directors for the fiscal year ended December 31, 2005. All officers of the Fund
are employees of and are compensated by Credit Suisse. None of the Fund's
executive officers or Directors who are also officers or directors of Credit
Suisse 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:
Lawrence J. Fox $ 22,500 $ 53,000
NON-INTERESTED DIRECTORS:
Enrique R. Arzac $ 23,500 $ 134,667
Steven N. Rappaport $ 15,646 $ 109,200
----------
* 47 funds comprise the Fund complex. See the "Directors" table for the
number of funds each Director serves.
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 February 23, 2006, to the Fund's knowledge the following
shareholder beneficially owned over 5% of the Fund's shares:
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------------- ---------------- -------------------- -----
Common stock First Trust Portfolios L.P. 3,142,208* 6.4%
----------
* FIRST TRUST PORTFOLIOS L.P., FIRST TRUST ADVISERS L.P. AND THE CHARGER
CORPORATION SHARE BENEFICIAL OWNERSHIP OF 3,142,208 SHARES, OR 6.4% OF THE
COMMON STOCK.
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, 2005, all filing requirements applicable to such
persons were complied with except for the following:
A Form 3 was not timely filed to report Dennis M. Schaney's appointment as
Chief Investment Officer of the Fund on April 21, 2005. A Form 3 was filed on
May 19, 2005 to report this event.
13
A Form 3 was not timely filed to report Steven N. Rappaport's election as a
Director of the Fund on April 22, 2005. A Form 3 was filed on May 19, 2005 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 2007 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 1, 2006. 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) to and received by, Credit Suisse
Asset Management Income Fund, Inc. c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017 not later than 45 days
before the date in the then current year corresponding to the date on which the
Fund first mailed its notice and proxy materials for the annual meeting held in
the prior year; provided, however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the first anniversary
of the preceding year's annual meeting, notice by such shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date of such
meeting was given or made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business
and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2007 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
14
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.
15
Credit Suisse Asset
Management Income
Fund, Inc.
April 20, 2006
SKU#CIK-Proxy-0406
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 J. Kevin Gao and Karen Regan, 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 20, 2006, at 2:30 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) Lawrence J. Fox
(02) James J. Cattano
(03) Lawrence D. Haber
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.