Amendment to the By-Laws
                                       of
                      Credit Suisse Cash Reserve Fund, Inc.

                  Pursuant to Article VIII of the Amended By-Laws (the
"By-Laws") of Credit Suisse Cash Reserve Fund, Inc. (the "Fund"), Article II,
Section 6 of the By-Laws is hereby amended and restated in its entirety as
follows:

                  Removal of Directors. Any director of the Corporation may be
removed by the stockholders with or without cause at any time by a vote of a
majority of the votes entitled to be cast for the election of directors. A
director shall be deemed to retire from the Board of Directors on the date
he/she reaches the age of 72 years. The directors who are not "interested
persons" of the Fund (as defined in the 1940 Act) and who are not being
considered for the waiver ("Independent Directors") may by a majority vote
exempt a director from the normal retirement age of 72 based on the particular
facts and circumstances. A determination to waive the normal retirement age for
an individual director shall be reviewed on an annual basis by the Independent
Directors.

Dated the 11th day of February, 2004