<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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
</TABLE>
<TABLE>
<S> <C>
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 8, 2000
--------------
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 on Monday, May 8, 2000, at 11:00 a.m., New York time, at the offices of
Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between 45th & 46th
Street), 12th Floor, New York, New York 10017. 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, 2000.
The close of business on March 27, 2000 has been fixed as the record date
for the determination of the shareholders 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 5, 2000.
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 5, 2000
<PAGE>
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MONDAY, MAY 8, 2000
-------------------
This Proxy Statement is furnished by the Board of Directors (the "Board") of
Credit Suisse Asset Management Income Fund, Inc., a Maryland corporation (the
"Fund"), in connection with the solicitation by it of proxies for use at the
Annual Meeting of Shareholders (the "Meeting") to be held on Monday, May 8, 2000
at 11:00 a.m., New York time, at the offices of Credit Suisse Asset Management,
LLC ("CSAM"), 466 Lexington Avenue (between 45th and 46th Street), 12th Floor,
New York, New York 10017.
A Notice of Annual Meeting of Shareholders 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, CSAM, the investment
adviser to the Fund, Brown Brothers Harriman & Co., the administrator of the
Fund (the "Administrator"), or Georgeson Shareholder Communications, Inc.
("Georgeson"), a proxy solicitation firm that has been retained by the Fund
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 27, 2000 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 34,708,362 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 5, 2000.
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, 1999 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, LLC, 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 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). Because abstentions and broker non-votes are not treated as
shares voted, any abstentions and broker non-votes would have no impact on
Proposals 1 and 2.
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 8, 2000.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, four (4) Directors will be elected to hold office until the
next annual meeting of shareholders 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.
2
<PAGE>
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
executive 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
BENEFICIALLY MEMBERSHIPS ON BOARDS OF
OWNED ON CURRENT PRINCIPAL OCCUPATION LENGTH OF OTHER REGISTERED INVESTMENT
MARCH 20, AND PRINCIPAL EMPLOYMENT SERVICE AS COMPANIES AND PUBLICLY HELD
NAME (AGE) 2000 DURING THE PAST FIVE YEARS DIRECTOR COMPANIES
---------- ---------------------- ---------------------------- ---------- ---------------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (58) ......... 2,800 Professor of Finance and Since 1990. Director of ten other
Columbia University Economics, Graduate School CSAM-advised investment
Graduate School of of Business, Columbia companies; Director of The
Business University (1971-present). Adams Express Company;
New York, NY 10027 Director of Petroleum and
Resources Corporation.
Lawrence J. Fox (56) .......... 9,455 Partner of Drinker Biddle & Since 1990. Director of one other
One Logan Square Reath (since 1976); Former CSAM-advised investment
18th & Cherry Streets Managing Partner of Drinker company.
Philadelphia, PA 19103 Biddle & Reath (1992-1998).
James S. Pasman, Jr. (69) . 1,000 Currently retired; Presi- Since 1987. Director of forty-seven
29 The Trillium dent and Chief Operating other CSAM-advised in-
Pittsburgh, PA 15238 Officer of National vestment companies; Di-
InterGroup, Inc. rector of Education
(4/89-3/91). Management Corp., Tyco
International Ltd.; Trus-
tee, BT Insurance Funds
Trust.
William W. Priest, Jr.* (58) . 10,000 Chairman-Management Since 1997. Director of fifty-six other
153 East 53rd Street Committee, Chief Executive CSAM-advised investment
New York, NY 10022 Officer and Managing companies.
Director of CSAM
(12/90-present).
Directors and executive
officers as a group (8) ..... 25,405
</TABLE>
- --------------
* Mr. Priest is an interested person of the Fund by virtue of his position as
an officer of CSAM.
3
<PAGE>
The Fund pays annual compensation of $12,500, plus $1,000 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, 1999 for each Director who is not affiliated with CSAM. The
Fund has no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
TOTAL NUMBER OF
PENSION OR TOTAL BOARDS OF
RETIREMENT COMPENSATION CSAM-ADVISED
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM FUND INVESTMENT
COMPENSATION AS PART OF FUND BENEFITS UPON AND FUND COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSE RETIREMENT COMPLEX SERVED
---------------- ------------ ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Enrique R. Arzac............... $12,500 $0 $0 $99,500 11
Lawrence J. Fox................ $12,500 $0 $0 $26,000 2
James S. Pasman, Jr............ $11,500 $0 $0 $62,250 48
</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 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. Messrs. Arzac,
Fox and Pasman also constitute the Fund's Nominating Committee, which is
composed of directors who are not interested persons of the Fund. The Nominating
Committee did not meet during the fiscal year ended December 31, 1999. The
Nominating Committee selects and nominates new non-interested directors. The
Nominating Committee will consider nominees recommended by shareholders should a
vacancy arise. Recommendations should be submitted to the Nominating Committee
in care of the Secretary of the Fund. The Fund does not have a compensation
committee.
During 1999, there were 5 meetings of the Board of Directors and 2 meetings
of the Audit Committee. Each Director, except Mr. Pasman, 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 Chief Financial Officer and Vice President of the Fund since July 26,
1999 and has been Secretary of the Fund
4
<PAGE>
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
OWNED ON CURRENT PRINCIPAL OCCUPATION AND
MARCH 20, PRINCIPAL EMPLOYMENT DURING THE
NAME (AGE) 2000 POSITION WITH FUND PAST FIVE YEARS
---------- ------------ ------------------------- --------------------------------
<S> <C> <C> <C>
Richard J. Lindquist 1,000 President and Chief Managing Director of CSAM
(39) .................... Investment Officer (4/95-present).
153 East 53rd Street
New York, NY 10022
Suzanne Moran (32) ........ 0 Investment Officer Vice President of CSAM
153 East 53rd Street (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).
Hal Liebes (35) ........... 150 Senior Vice President Managing Director and General
153 East 53rd St Counsel of CSAM (12/99-present);
New York, NY 10022 Director and General Counsel of
CSAM (3/97-12/99); Vice
President and Counsel, Lehman
Brothers, Inc. (6/96-3/97); Vice
President and Legal Counsel of
CSAM (6/95-6/96); Chief
Compliance Officer, CS First
Boston Investment Management
(3/94-6/95).
Michael A. Pignataro 1,000 Chief Financial Officer, Vice President of CSAM
(40) .................... Vice President and (12/95-present); Assistant Vice
153 East 53rd Street Secretary President and Chief
New York, NY 10022 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 and do not receive any
compensation from the Fund.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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
5
<PAGE>
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, 1999,
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, 2000. 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 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.
OTHER MATTERS
The Board is not aware of any other matters that will come before the
Meeting. Should any other matter properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
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 2001 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than December 6, 2000. A shareholder proposal submitted for inclusion in the
Fund's proxy statement, including any accompanying supporting statement, may not
exceed 500 words. A shareholder 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 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 the shareholders, and a shareholder 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 (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
6
<PAGE>
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 and received at Credit Suisse Asset Management Income Fund, Inc. c/o
Credit Suisse Asset Management, LLC, One Citicorp Center, 153 East 53rd Street,
57th Floor, New York, NY 10022 not later than February 19, 2001; provided,
however, that in the event that the date of the 2001 annual meeting is advanced
or delayed by more than 30 days from May 8, 2001, the first anniversary of the
2000 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 the 2001 meeting is given or made.
Any notice by a shareholder to the Fund must 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 that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the advance notice deadline for
submission of proposals pursuant to the Fund's By-laws indicated above. Even if
timely notice is received, the Fund may exercise discretionary voting authority
in certain other circumstances as described under Rule 14a-4(c) under the 1934
Act which governs the Fund's use of discretionary proxy voting authority.
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.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH TO HAVE YOUR SHARES
VOTED, PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD(S) IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
7
<PAGE>
4946-PS-00
<PAGE>
PROXY
CREDIT SUISSE ASSET MANAGEMENT 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 Credit Suisse
Asset Management Income Fund, Inc. (the "Fund") that the undersigned is
entitled to vote at the annual meeting of stockholders on Monday May 8, 2000,
and at any adjournment thereof.
- --------------- ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED SEE REVERSE
SIDE ON REVERSE SIDE SIDE
- --------------- ---------------
- ------------------------------------------------------------------------------
<PAGE>
/ X / Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1
AND "FOR" PROPOSAL 2. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
PROPOSAL 1.
ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS.
Nominees: (01) Enrique R. Arzac, (02) Lawrence J. Fox,
(03) James S. Pasman, Jr., (04) William W. Priest, Jr.
/ / FOR all nominees listed above (except as marked to the contrary above)
/ / WITHHOLD AUTHORITY to vote for all nominees listed above
(Instruction: To withhold authority for any individual nominee, strike a
line through such individual's name above.)
PROPOSAL 2.
TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE FUND FOR THE YEAR ENDING DECEMBER 31, 2000.
FOR AGAINST ABSTAIN
/ / / / / /
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:____________________
- --------------------------------------------------------------------------------
