<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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
BEA INCOME FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BEA INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, MAY 10, 1999
--------------
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of BEA Income Fund, Inc. (the "Fund") will be held on Monday, May 10,
1999, at 11:00 a.m., New York time, at the offices of Willkie Farr & Gallagher,
787 Seventh Avenue, 38th Floor, New York, New York 10019. The purpose of the
Meeting is to consider and act upon the following proposals and to consider and
act upon such other matters as may properly come before the Meeting or any
adjournments thereof:
1. To elect four (4) Directors for the ensuing year.
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the year
ending December 31, 1999.
3. To approve an amendment to the Fund's Articles of Incorporation to
change the name of the Fund to Credit Suisse Asset Management Income Fund,
Inc.
The close of business on March 29, 1999 has been fixed as the record date
for the determination of the stockholders of the Fund entitled to notice of, and
to vote at, the Meeting.
This notice and related proxy material are first being mailed on or about
April 6, 1999.
By Order of the Board of Directors
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY
CARD PROMPTLY.
Dated: April 6, 1999
<PAGE>
BEA INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MONDAY, MAY 10, 1999
-------------------
This Proxy Statement is furnished by the Board of Directors (the "Board") of
BEA Income Fund, Inc., a Maryland corporation (the "Fund"), in connection with
the solicitation by it of proxies for use at the Annual Meeting of Stockholders
(the "Meeting") to be held on Monday, May 10, 1999 at 11:00 a.m., New York time,
at the offices of Willkie Farr & Gallagher, 787 Seventh Avenue, 38th Floor, New
York, New York 10019.
A Notice of Annual Meeting of Stockholders setting forth the purpose of the
Meeting and the matters to be acted upon 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 Asset
Management (formerly named BEA Associates), the investment adviser to the Fund
("CSAM"), Brown Brothers Harriman & Co., the administrator of the Fund (the
"Administrator"), or Georgeson & Company, Inc. ("Georgeson"), a proxy
solicitation firm that has been retained by the Fund which will receive a fee of
approximately $8,000 and will be reimbursed for its reasonable expenses. All
costs of solicitation, including (a) printing and mailing of this Proxy
Statement and accompanying material, (b) the reimbursement of brokerage firms
and others for their expenses in forwarding solicitation material to the
beneficial owners of the Fund's shares, (c) payment of Georgeson for its
services in soliciting Proxies and (d) supplementary solicitations to submit
Proxies, will be borne by the Fund.
The close of business on March 29, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 34,698,013 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting and fractional shares are entitled to proportionate shares of one vote.
It is expected that the Notice of Annual Meeting, Proxy Statement and form of
Proxy will first be mailed to stockholders on or about April 6, 1999.
The principal executive office of CSAM is located at One Citicorp Center,
153 East 53rd Street, 57th Floor, New York, New York, 10022. The Fund employs
the Administrator under an Administration Agreement, to provide certain
administrative services to the Fund. The principal business address of the
Administrator is 40 Water Street, Boston, Massachusetts 02109.
The Fund's Annual Report containing audited financial statements for the
year ended December 31, 1998 has previously been furnished to all stockholders
of the Fund. It is not to be regarded as proxy-soliciting material. The Fund
will furnish, without charge, a copy of its most recent unaudited Semi-Annual
Report
1
<PAGE>
and audited Annual Report, upon request to the Fund c/o Credit Suisse Asset
Management, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New
York 10022, toll-free telephone number (800) 293-1232, or at the Fund's website
at www.cefsource.com. These requests will be honored within three business days
of receipt.
The holders of one-third of the shares of the Fund outstanding at the close
of business on the record date, present in person or by proxy, will constitute a
quorum for the Meeting. Shares represented by properly executed Proxies that are
marked "ABSTAIN" and broker non-votes will be treated as shares that are present
for determining whether a quorum has been achieved at the Meeting. In the event
that a quorum is not present or represented, the holders of a majority of the
shares present in person or by proxy may adjourn the Meeting, without notice
other than announcement at the Meeting, until the requisite number of shares
entitled to vote at the Meeting shall be present. If a quorum is present, but
sufficient votes to approve one or more of the proposed items are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitations of Proxies. Any such adjournment will require
the affirmative vote of a majority of those shares present at the Meeting or
represented by proxy. When voting on a proposed adjournment, the persons named
as proxies will vote thereon in accordance with their best judgment in the
interest of the Fund.
If the accompanying Proxy is properly executed and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified and the
Proxy is signed, shares will be voted FOR the election of each nominee for
Director, FOR the ratification of PricewaterhouseCoopers LLP as independent
public accountants, FOR the amendment of the Fund's Articles of Incorporation
and in accordance with the judgment of the persons named as proxies on other
matters that may properly come before the Meeting. A Proxy may be revoked at any
time prior to the time it is voted by written notice to the Secretary of the
Fund or by requesting such action at the Meeting.
The election of Directors (Proposal No. 1) requires for approval the
affirmative vote of the holders of a plurality of the shares cast at the
Meeting. The affirmative vote of the holders of a majority of the shares cast at
the Meeting is required for the ratification of the selection of
PricewaterhouseCoopers LLP as independent public accountants for the Fund
(Proposal No. 2). The affirmative vote of the holders of a majority of the
shares outstanding and entitled to be cast at the Meeting is required for
approval of the amendment of the Fund's Articles of Incorporation that is
necessary to change the Fund's name (Proposal No. 3). Because abstentions and
broker non-votes are not treated as shares voted, any abstentions and broker
non-votes would have no impact on Proposals Nos. 1 and 2 but would have the same
effect as a vote AGAINST Proposal No. 3.
2
<PAGE>
In order for your shares to 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 before 11:00 a.m. on
May 10, 1999.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, four (4) Directors will be elected to hold office until the
next annual meeting of stockholders following their election and until their
respective successors are elected and qualified. It is the intention of the
persons named in the accompanying Proxy to vote for the election of Enrique R.
Arzac, Lawrence J. Fox, James S. Pasman, Jr. and William W. Priest, Jr. All of
the nominees are currently members of the Board of Directors. Each of the
nominees has consented to be named in this Proxy Statement and to serve as a
Director if elected.
The Board of Directors has no reason to believe that any of the nominees
named above will become unavailable for election as a Director, but if that
should occur before the Meeting, Proxies will be voted for such persons as the
Board may recommend.
The following table sets forth certain information regarding the Directors
of the Fund, each of whom has been nominated for re-election to the Board of
Directors. Each Director who is deemed an "interested person" of the Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk in the table below. Each Director has sole voting and
investment power with respect to the shares shown. Each Director and the
officers and Directors of the Fund as a group owns less than one percent of the
outstanding shares of Common Stock of the Fund.
<TABLE>
<CAPTION>
SHARES MEMBERSHIPS ON BOARDS
BENEFICIALLY OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION INVESTMENT COMPANIES
MARCH 29, AND PRINCIPAL EMPLOYMENT AND PUBLICLY HELD
NAME (AGE) 1999 DURING THE PAST FIVE YEARS LENGTH OF SERVICE AS DIRECTOR COMPANIES
- ------------------------------ ----------- ------------------------------ ------------------------------ ----------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (57) ........ 2,800 Professor of Finance and Since 1990. Director of nine other
Columbia University Economics, Graduate School of CSAM-advised invest-
Graduate School of Business, Columbia University ment companies; Direc-
Business (1971-present). tor of The Adams Ex-
New York, NY 10027 press Company;
Director of Petroleum
and Resources
Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES MEMBERSHIPS ON BOARDS
BENEFICIALLY OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION INVESTMENT COMPANIES
MARCH 29, AND PRINCIPAL EMPLOYMENT AND PUBLICLY HELD
NAME (AGE) 1999 DURING THE PAST FIVE YEARS LENGTH OF SERVICE AS DIRECTOR COMPANIES
- ------------------------------ ----------- ------------------------------ ------------------------------ ----------------------
<S> <C> <C> <C> <C>
Lawrence J. Fox (55) ......... 2,150 Partner of Drinker Biddle & Since 1990. Director of one other
1100 PNB Building Reath (since 1976); Former CSAM-advised invest-
1345 Chestnut Street Managing Partner of Drinker ment company.
Philadelphia, PA 19107 Biddle & Reath (1992-1998).
James S. Pasman, Jr. (68) . 1,000 Currently retired; President Since 1987. Director of one other
29 The Trillium and Chief Operating Officer of CSAM-advised invest-
Pittsburgh, PA 15238 National InterGroup, Inc. ment company; Director
(4/81-3/91). of Education Manage-
ment Corp., Tyco
International Ltd.;
Trustee, BT Insurance
Funds Trust, Inc.
William W. Priest, Jr.* (57) . 1,000 Chairman-Management Committee, Since 1997. Director of ten other
153 East 53rd Street Chief Executive Officer and CSAM-advised invest-
New York, NY 10022 Managing Director of CSAM ment companies.
(12/90-present).
Directors and officers as
a group (8) ................ 7,100
</TABLE>
- --------------
* Mr. Priest is an interested person of the Fund by virtue of his position as
an officer of CSAM.
The Fund pays annual compensation of $10,000, plus $500 for attendance, per
meeting, of the Board of Directors or Committees thereof, plus certain
out-of-pocket expenses, to each Director that is not affiliated with CSAM, its
investment adviser (three Directors are not affiliated with CSAM). Each such
Director is also a director of one or more other investment companies advised by
CSAM, and in that capacity receives annual and per-meeting fees, plus certain
out-of-pocket expenses, for services as a director of such fund.
The following table shows certain compensation information for the year
ended December 31, 1998 for each Director who is not affiliated with CSAM. The
Fund has no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
TOTAL NUMBER
PENSION OR ESTIMATED OF BOARDS OF
RETIREMENT ANNUAL TOTAL BEA-ADVISED
AGGREGATE BENEFITS ACCRUED BENEFITS COMPENSATION INVESTMENT
COMPENSATION AS PART OF FUND UPON FROM FUND AND COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSE RETIREMENT FUND COMPLEX SERVED
- ------------------------------ ------------- ---------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
Enrique R. Arzac.............. $12,000 $ 0 $ 0 $92,500 10
Lawrence J. Fox............... $12,000 $ 0 $ 0 $24,000 2
James S. Pasman, Jr........... $12,000 $ 0 $ 0 $24,000 2
</TABLE>
- --------------
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the selection of the Fund's
independent public accountants and reviews with the
4
<PAGE>
independent public accountants the plan and results of the audit engagement and
matters having a material effect upon the Fund's financial operations. As of the
date hereof, the members of the Audit Committee are Messrs. Arzac, Fox and
Pasman. The Board of Directors of the Fund does not have a nominating committee,
but would consider nominees recommended by stockholders in the event a vacancy
was to arise. In that event, recommendations should be submitted to the Board in
care of the Secretary of the Fund. The Fund does not have a compensation
committee.
During 1998, there were 4 meetings of the Board of Directors and 2 meetings
of the Audit Committee. Each Director, except Mr. Priest, attended 75% or more
of the aggregate number of the meetings of the Board of Directors and committees
on which he served held during the period for which he was a Director.
The following table shows certain information about officers of the Fund
other than Mr. Priest, who is described above. Mr. Priest is the Chairman of the
Board of the Fund and has served in such position since February 10, 1997. Mr.
Lindquist has been President of the Fund since February 10, 1997 and Chief
Investment Officer of the Fund since November 21, 1996, having previously served
as Vice President of the Fund since the Fund's inception. Ms. Moran has been an
Investment Officer of the Fund since August 15, 1996. Mr. Liebes is Senior Vice
President of the Fund and was appointed to such position on August 11, 1997,
having previously been the Fund's Secretary until May 16, 1996. Mr. Pignataro
has been Secretary of the Fund since May 16, 1997, having previously served as
Assistant Vice President and Assistant Secretary of the Fund since April 18,
1995. Each officer of the Fund will hold office until the Meeting and until his
successor has been elected.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON MARCH PRINCIPAL EMPLOYMENT DURING THE
NAME (AGE) 29, 1999 POSITION WITH FUND PAST FIVE YEARS
- ---------------------------------- --------------- ---------------------------- ----------------------------------
<S> <C> <C> <C>
Richard J. Lindquist (38) ........ 0 President since 1997 and Executive Director of CSAM
153 East 53rd Street Chief Investment Officer (3/97-present); Managing Director
New York, NY 10022 since 1996 of CSAM (4/95-2/97); Managing
Director of CS First Boston
Investment Management Corporation
("CSFBIM") (3/93-3/95); Director
of CSFBIM (4/92-2/93).
Suzanne Moran (33) ............... 0 Investment Officer since Vice President of CSAM
153 East 53rd Street 1996 (1/97-present); Assistant Vice
New York, NY 10022 President and Fixed Income Trader
of CSAM (5/95-12/96); Assistant
Vice President and Portfolio
Analyst at CS First Boston
(8/91-4/95).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON MARCH PRINCIPAL EMPLOYMENT DURING THE
NAME (AGE) 29, 1999 POSITION WITH FUND PAST FIVE YEARS
- ---------------------------------- --------------- ---------------------------- ----------------------------------
<S> <C> <C> <C>
Hal Liebes (34) .................. 150 Senior Vice President since Senior Vice President and General
153 East 53rd St 1997 Counsel of CSAM (3/97-present);
New York, NY 10022 Vice President and Legal Counsel
of CSAM (6/95-3/97); Chief
Compliance Officer, CS First
Boston Investment Management
(94-95); Staff Attorney, Division
of Enforcement, U.S. Securities
and Exchange Commission (91-94);
Associate, Morgan, Lewis & Bockius
(89-91).
Michael A. Pignataro (39) ........ 0 Secretary since 1997 Vice President of CSAM
153 East 53rd Street (12/95-present); Assistant Vice
New York, NY 10022 President and Chief Administrative
Officer for Investment Companies
of CSAM (9/89-12/95).
</TABLE>
By virtue of the responsibilities assumed by its investment adviser, the
Fund itself requires no employees other than its officers, and none of its
officers devotes full-time responsibilities to the affairs of the Fund. All
officers are employees of and are compensated by CSAM or the Administrator and
do not receive any compensation from the Fund.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act require the Fund's officers and directors, officers and directors
of the Fund's investment adviser, certain affiliated persons of the Fund's
investment adviser, and persons who beneficially own more than ten percent of
the Fund's shares, to file reports of ownership with the Securities and Exchange
Commission (the "SEC"), The New York Stock Exchange, Inc. 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, 1998, all filing requirements applicable to such persons were
complied with.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 1.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The Directors, a majority of whom are not "interested persons" of the Fund
(as defined in the 1940 Act), have selected and unanimously approved
PricewaterhouseCoopers LLP as independent public accountants for the Fund for
the year ending December 31, 1999. PricewaterhouseCoopers LLP has been the
independent public accountants of the Fund since its organization. The
ratification of the selection of independent public accountants is to be voted
upon at the Meeting and it is intended that the persons named
6
<PAGE>
in the accompanying Proxy vote for PricewaterhouseCoopers LLP. A representative
of PricewaterhouseCoopers LLP is expected to be present at the Meeting and will
have the opportunity to make a statement if such representative so desires and
is expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 2.
APPROVAL OF AN AMENDMENT TO
THE FUND'S ARTICLES OF INCORPORATION
(PROPOSAL NO. 3)
The current name of the Fund is BEA Income Fund, Inc. Since the Fund's
investment adviser recently changed its name from BEA Associates to Credit
Suisse Asset Management, at a meeting held on February 8, 1999, the Fund's Board
of Directors approved the proposed change to the Fund's name, subject to
approval by the Fund's shareholders to the extent required under applicable law.
The proposed amendment would amend Article I of the Fund's Articles of
Incorporation to read in its entirety as following: "The name of the corporation
(hereinafter referred to as the 'Corporation') is Credit Suisse Asset Management
Income Fund, Inc."
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 3.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon in accordance with their best judgment in
the interest of the Fund.
STOCKHOLDER PROPOSALS
Notice is hereby given that for a stockholder proposal to be properly
brought before the Fund's 2000 Annual Meeting by a stockholder, the stockholder
proposal must be received by the Fund no later than February 21, 2000 and for
any stockholder proposal to be considered for inclusion in the Fund's proxy
material relating to such meeting, the stockholder proposal to be presented at
the Fund's Annual Meeting of stockholders must be received by the Fund no later
than December 17, 1999.
A stockholder proposal submitted for inclusion in the Fund's proxy
statement, including any accompanying supporting statement, may not exceed 500
words. A stockholder desiring to submit a proposal for inclusion in the Fund's
proxy statement 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 stockholders 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 the stockholders, and a stockholder contemplating submission of a proposal
for inclusion in the Fund's proxy statement is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
7
<PAGE>
STOCKHOLDERS 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 SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
8
<PAGE>
PROXY
BEA INCOME FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael A. Pignataro and Hal Liebes as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the other 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 BEA
Income Fund, Inc. (the "Fund") that the undersigned is entitled to vote at
the annual meeting of stockholders on May 10, 1999, and at any adjournment
thereof.
----------- -----------
|SEE REVERSE| CONTINUED AND TO BE SIGNED ON REVERSE SIDE |SEE REVERSE|
| SIDE | | SIDE |
----------- -----------
<PAGE>
/X/ Please mark
vote as in
this example
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1,
"FOR" PROPOSAL 2 AND "FOR" PROPOSAL 3.
- --------------------------------------------------------------------------------
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
<TABLE>
<S> <C> <C>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS FOR nominees listed WITHHOLD AUTHORITY
DIRECTORS: (except as marked to the to vote for the nominees
contrary below)
/ / / /
Enrique R. Arzac James S. Pasman
Lawrence J. Fox William W. Priest, Jr.
</TABLE>
//
- --------------------------------------------------------------------------------
(Instruction: To withhold authority for any individual, write the individual's
name on the line provided above.)
<TABLE>
<S> <C> <C> <C>
PROPOSAL 2--TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS FOR AGAINST ABSTAIN
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE FUND FOR / / / / / /
THE YEAR ENDING DECEMBER 31, 1999:
</TABLE>
<TABLE>
<S> <C> <C> <C>
PROPOSAL 3--TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES FOR AGAINST ABSTAIN
OF INCORPORATION TO CHANGE THE NAME OF THE FUND TO CREDIT / / / / / /
SUISSE ASSET MANAGEMENT INCOME FUND, INC.
</TABLE>
Mark here for
address change and / /
note at left
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
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
