-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pg2e3xwiPz3Z/zJR+RdOUkkU73EzjQkU/ly/wNQwxehMspI4wFLV6FVFOr9ZayIy VFmVSjJ8RMwv5yaA7KramA== 0000899140-01-500079.txt : 20010528 0000899140-01-500079.hdr.sgml : 20010528 ACCESSION NUMBER: 0000899140-01-500079 CONFORMED SUBMISSION TYPE: POS462C PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010525 EFFECTIVENESS DATE: 20010525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSAM INCOME FUND CENTRAL INDEX KEY: 0000810766 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232451535 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462C SEC ACT: SEC FILE NUMBER: 333-56526 FILM NUMBER: 1648353 BUSINESS ADDRESS: STREET 1: 153 EAST 53RD ST STREET 2: 8TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 73 TREMONT ST STREET 2: 8TH FL CITY: BOSTON STATE: MA ZIP: 02108 FORMER COMPANY: FORMER CONFORMED NAME: BEA INCOME FUND INC DATE OF NAME CHANGE: 19950828 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON INCOME FUND INC DATE OF NAME CHANGE: 19950420 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BOSTON INCOME FUND INC DATE OF NAME CHANGE: 19920703 POS462C 1 csam899937.txt POST-EFFECTIVE REGISTRATION STATEMENT ON FORM N-14 As filed with the Securities and Exchange Commission on May 25, 2001 Securities Act File No. 333-56526 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. / / Post-Effective Amendment No. /1/ CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. (Exact Name of Registrant as Specified in Charter) 466 Lexington Avenue, 16th Floor, New York, New York 10017 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) (212) 875-3500 (Registrant's Area Code and Telephone Number) ------------- Hal Liebes, Esq. Senior Vice President Credit Suisse Asset Management Income Fund, Inc. 466 Lexington Avenue, 16th Floor New York, New York 10017 (Name and Address of Agent for Service) with copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 ------------- CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
========================= ============== ==================== ========================== ================== TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM BEING REGISTERED AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF REGISTERED UNIT (1) (1) REGISTRATION FEE (2) - ------------------------- -------------- -------------------- -------------------------- ------------------ Common Stock ($0.001 par value) 14,996,378 $6.36 $95,376,964 $23,844.24 ========================= ============== ==================== ========================== ================== (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Registrant's Common Stock as reported on the New York Stock Exchange on March 1, 2001. (2) Previously paid.
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following papers and documents: o Cover Sheet o Contents of Registration Statement o Form N-14 Cross Reference Sheet o Part A - Proxy Statement/Prospectus o Part B - Statement of Additional Information o Part C - Other Information o Signature Page o Exhibits CROSS REFERENCE SHEET
PART A Item No. and Caption Proxy Statement/Prospectus Caption - --------------------------- ---------------------------------- 1. Beginning of Registration Statement and Outside Front Cover Page Cover Page of Prospectus 2. Beginning and Outside Back Cover Page of Prospectus Cover Page; Table of Contents Contents 3. Fee Table, Synopsis Information, and Risk Factors Synopsis; Risk Factors and Special Considerations; Comparison of Investment Objectives and Policies 4. Information about the Transactions Synopsis - The Proposed Reorganization; Information about the Reorganization; Additional Information about the Funds 5. Information about the Registrant Synopsis; Risk Factors and Special Considerations; Comparison of Investment Objectives and Policies; Additional Information about the Funds 6. Information about the Company Being Acquired Synopsis; Risk Factors and Special Considerations; Comparison of Investment Objectives and Policies; Additional Information about the Funds 7. Voting Information Notice of Meeting of Shareholders; General; Required Vote 8. Interest of Certain Persons and Experts Additional Information about the Funds 9. Additional Information Required for Reoffering by (Not Applicable) Persons Deemed to be Underwriters PART B Item No. and Caption Statement of Additional Information Caption - --------------------------- ------------------------------------------- 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. Additional Information about the Registrant Comparison of Risk Factors and Special Considerations (in Part A); Comparison of Investment Objectives and Policies (in Part A); Additional Information about the Funds (in Part A); Tax Considerations 13. Additional Information about the Company Being Acquired Comparison of Risk Factors and Special Considerations (in Part A); Comparison of Investment Objectives and Policies; Additional Information about the Funds (in Part A); Tax Considerations 14. Financial Statements Financial Statements* PART C 15. Indemnification Part C - Item 16. Indemnification 16. Exhibits ** 17. Undertakings ** Note: Except for Items 14 of Part B and Items 16 and 17 of Part C of this Registration Statement, the captions referenced above are those of the Proxy Statement/Prospectus or Statement of Additional Information which are incorporated herein by reference to Registrant's Form N-14/A filed on March 28, 2001. * Incorporated by reference to the Annual Report of each of the Registrant and Credit Suisse Asset Management Strategic Global Income Fund, Inc. ("CGF") for the fiscal year ended December 31, 2000. ** Set forth under the appropriate Item, so numbered, in Part C of this Registration Statement.
PART A INFORMATION REQUIRED IN THE PROXY STATEMENT/PROSPECTUS Incorporated by reference to the Proxy Statement/Prospectus filed by Registrant on April 3, 2001 pursuant to Rule 497(b) under the Securities Act of 1933, as amended (the "Securities Act"). PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION This information (except for the required audited annual financial statements) is incorporated by reference to the Statement of Additional Information filed by Registrant on April 3, 2001 pursuant to Rule 497(b) under the Securities Act. The audited annual financial statements of each of the Registrant and CGF are incorporated by reference to their respective Annual Report for the fiscal year ended December 31, 2000. PART C OTHER INFORMATION Item 15. Indemnification Information incorporated by reference to Registrant's Form N-14/A filed on March 28, 2001. Item 16. Exhibits 1. Articles of Incorporation of the Registrant, as amended* 2. Amended and Restated By-laws of the Registrant** 3. Not Applicable 4. Form of Agreement and Plan of Reorganization*** 5. Not Applicable 6. Restated Investment Advisory Agreement between the Registrant and Credit Suisse Asset Management, LLC 7. Not Applicable 8. Not Applicable 9. Custodian Agreement between the Registrant and Brown Brothers Harriman & Co. dated January 29, 1999* 10. Not Applicable 11. (a) Opinion of Willkie Farr & Gallagher* (b) Opinion of Venable, Baetjer and Howard, LLP* 12. Opinion of Willkie Farr & Gallagher with respect to tax matters 13. (a) Registrar, Transfer Agency and Service Agreement between the Registrant and Bank Boston, N.A. (now Fleet National Bank) dated October 26, 1998* (b) Administrative and Accounting Agency Agreement between the Registrant and Brown Brothers Harriman & Co. dated February 27, 1999* (c) Credit Agreement dated June 23, 1999, among the Registrant, other CSAM-advised investment companies, Deutsche Bank AG, as administrative agent, State Street Bank and Trust Company, as operations agent, Bank of Nova Scotia, as syndication agent, and the other lenders party thereto (the "Credit Agreement")* (d) First Amendment to Credit Agreement dated June 21, 2000* 14. Consent of PricewaterhouseCoopers LLP 15. Not Applicable 16. Not Applicable 17. Code of Ethics* * Previously filed. ** Incorporated by reference to Registrant's Form N-SAR filed on February 27, 2001. *** Incorporated by reference to the Proxy Statement/Prospectus included in Registrant's Form N-14/A filed on March 28, 2001. Item 17. Undertakings 1. The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. 2. The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 23rd day of May 2001. Credit Suisse Asset Management Income Fund, Inc. By: /s/ Michael A. Pignataro ------------------------------ Michael A. Pignataro, Chief Financial Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE * Chairman of the Board and Director May 23, 2001 - ------------------------------ James McCaughan * Director May 23, 2001 - ------------------------------ William W. Priest * Director May 23, 2001 - ------------------------------ Dr. Enrique R. Arzac * Director May 23, 2001 - ------------------------------ Lawrence J. Fox * Director May 23, 2001 - ------------------------------ James S. Pasman * President, Chief Investment Officer May 23, 2001 - ------------------------------ Richard J. Lindquist /s/ Michael A. Pignataro Chief Financial Officer and Secretary May 23, 2001 - ------------------------------ Michael A. Pignataro * /s/ Michael A. Pignataro, as attorney-in-fact
Exhibit No - ---------- 6. Restated Investment Advisory Agreement between the Registrant and Credit Suisse Asset Management, LLC dated May 14, 2001 12. Opinion of Willkie Farr & Gallagher with respect to tax matters 14. Consent of PricewaterhouseCoopers LLP EX-6 2 csam163466.txt RESTATED INVESTMENT ADVISORY AGREEMENT EXHIBIT 6 CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. RESTATED INVESTMENT ADVISORY AGREEMENT AGREEMENT, made as of the 14th day of May, 2001 between Credit Suisse Asset Management Income Fund, Inc., a Maryland corporation (the "Fund"), and Credit Suisse Asset Management, LLC, a Delaware limited liability company (the "Adviser"). W I T N E S S E T H WHEREAS, the Fund is a diversified, closed-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Adviser provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement with the Fund dated as of June 13, 1995 (the "Investment Advisory Agreement"); WHEREAS, following changes in the respective name of the Fund and of the Adviser, the parties executed an Addendum dated as of February 7, 2000 to amend the Investment Advisory Agreement to properly reflect the name of the Fund and the entity that is providing investment advisory services to the Fund; WHEREAS, the Adviser and the Fund have recently moved to new offices at 466 Lexington Avenue, New York; and WHEREAS, the parties now wish to restate the Investment Advisory Agreement for the sole purposes of incorporating the changes made by the Addendum and properly reflecting the business address of the Adviser and the Fund, revising the fee structure and making certain other ministerial changes. NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter set forth, the parties hereto agree as follows: 1. The Fund hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. Subject to the supervision of the Board of Directors of the Fund, the Adviser will manage the portfolio of securities and investments (including cash) belonging to the Fund including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the Prospectus (as defined in paragraph 4(f) of this Agreement) and subject to the following understandings: (a) The Adviser shall furnish a continuous investment program for the Fund and in so doing shall determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, the Bylaws and Prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Adviser shall determine the securities to be purchased or sold by the Fund and as agent for the Fund will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities; in placing orders with brokers and/or dealers the Adviser intends to seek the best available price and execution for purchases and sales; the Adviser shall also determine whether or not the Fund shall enter into repurchase or reverse repurchase agreements. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and, if applicable, to such other customers; (e) The Adviser shall maintain books and records with respect to the securities transactions of the Fund and shall render to the Fund's Board of Directors such periodic and special reports as the Board of Directors may reasonably request; (f) The Adviser shall provide the Fund's Custodian as required with information relating to all transactions concerning the assets belonging to the Fund, except purchases of and any sales of the Fund's Common Stock ("Fund Shares"); and (g) The investment management services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. 3. The Adviser is authorized to select the brokers and dealers that will execute the purchases and sales of portfolio securities for the Fund and is directed to use its best efforts to obtain the best available price and execution, except as prescribed herein. Unless and until otherwise directed by the Board of Directors of the Fund, the Adviser may also effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission is -2- reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. 4. The Fund has delivered copies of each of the following documents to the Adviser and will promptly notify and deliver to it all future amendments and supplements, if any: (a) Articles of Incorporation of the Fund, filed with the Department of Assessments and Taxation of the State of Maryland on February 11, 1987 (such Articles of Incorporation, as presently in effect and as amended from time to time, being herein called the "Articles of Incorporation"); (b) Bylaws of the Fund (such Bylaws, as presently in effect and as amended from time to time, being herein called the "Bylaws"); (c) Certified resolutions of the Board of Directors of the Fund authorizing the appointment of the Adviser and approving the form of this Agreement; (d) Registration Statement under the Securities Act of 1933, as amended, on Form N-14 (No. 333-56526) (the "Registration Statement") as filed with the Securities and Exchange Commission (the "Commission") on March 2, 2001 relating to the Fund and the Fund Shares, and all amendments thereto; (e) Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the Commission on February 13, 1987 and all amendments thereto; and (f) Prospectus of the Fund dated March 30, 2001 (such prospectus being herein called the "Prospectus"). 5. The Adviser shall authorize and permit any of its partners, agents and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by the Adviser under this Agreement may be furnished through the medium of any of such partners, agents or employees of the Adviser. 6. The Adviser shall keep the Fund's books and records required to be maintained by it pursuant to paragraph 2(e) of this Agreement. The Adviser agrees that all records which it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records to the Fund upon the Fund's request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records as are required to be maintained by the Adviser with respect to the Fund by Rule 31a-1 of the Commission under the 1940 Act. 7. During the term of this Agreement the Adviser will pay all expenses (including without limitation the compensation of all its partners, agents and employees serving as directors or officers of the Fund pursuant to paragraph 5 of this Agreement) incurred by it in connection with its activities under this Agreement other than the cost of securities and -3- investments purchased for the Fund (including taxes and brokerage commissions, if any). 8. For the services provided and the expenses borne pursuant to this Agreement, the Fund will pay to the Adviser as full compensation therefor a fee, computed weekly and payable quarterly, at an annual rate equal to 0.50% per annum of the Average Weekly Base Amount (as defined below). This fee for each quarter will be paid to the Adviser during the month succeeding such quarter. For purposes of this Agreement, "Average Weekly Base Amount" shall mean for any quarter, the average of the lesser of (A) "Market Value" of the Fund's outstanding shares and (B) the Fund's net assets, in each case determined as of the last trading day for each week during that quarter. `Market Value" of the Fund's outstanding shares will be determined as follows: (a) if the Fund's shares are listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be valued at the last sale price on the exchange or market on which they are principally traded, on the valuation date; if there is no sale on the valuation date, the shares shall be valued at the mean between the closing bid and asked price; (b) if the Fund's shares are traded over-the-counter but are not listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be valued at the last sale price on the valuation date or, if no sale occurs on that date, at the last bid price; or (c) if the Fund's shares are not listed or traded on any recognized securities market or over-the-counter, the shares shall be deemed to have the same value as the underlying net assets of the Fund as of the valuation date. Upon any termination of this Agreement before the end of a quarter, the fee for such part of that quarter shall be prorated according to the proportion that such period bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of the Fund's net assets shall be computed at the times and in the manner specified in the Fund's Registration Statement as from time to time in effect. 9. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 10. This Agreement shall become effective on the date hereof. Upon becoming effective, this Agreement shall remain in effect for an initial two-year term and shall continue in effect from year to year thereafter if such continuance is approved at least annually by (a) a majority of the outstanding voting securities (as defined in the 1940 Act) or by vote of the Fund's Board of Directors, cast in person at a meeting called for the purpose of voting on -4- such approval, and (b) vote of a majority of the Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days' written notice to the Adviser, or by the Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act). 11. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Directors of the Fund from time to time, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. 12. This Agreement may be amended by mutual consent, but the consent of the Fund must be approved (a) by vote of a majority of those Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. 13. Notices of any kind to be given to the Adviser by the Fund shall be in writing and shall be duly given if mailed or delivered to the Adviser at 466 Lexington Avenue, 16th Floor, New York, New York 10017, Attention: Chief Executive Officer, with a copy to: General Counsel or at such other address or to such other individual as shall be specified by the Adviser to the Fund in accordance with this paragraph 13. Notices of any kind to be given to the Fund by the Adviser shall be in writing and shall be duly given if mailed or delivered to the Fund at Credit Suisse Asset Management Income Fund, Inc., 466 Lexington Avenue, 16th Floor, New York, New York 10017, Attention: Chairman, with a copy to: Senior Vice President or at such other address or to such other individual as shall be specified by the Fund to the Adviser in accordance with this paragraph 13. The Adviser agrees to notify the Fund of any change in its membership within a reasonable time of such change. 14. The Fund agrees that if this Agreement is terminated and the Adviser shall no longer be the adviser to the Fund, the Fund will, within a reasonable period of time, change its name to delete reference to "Credit Suisse Asset Management". 15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 16. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. -5- IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. By: /s/ Michael A. Pignataro ------------------------------ Name: Michael A. Pignataro Title: Secretary CREDIT SUISSE ASSET MANAGEMENT, LLC By: /s/ Hal Liebes ------------------------------ Name: Hal Liebes Title: Managing Director EX-12 3 csam858066.txt OPINION OF WILLKIE FARR & GALLAGHER EXHIBIT 12 [WILLKIE FARR & GALLAGHER LETTERHEAD] May 14, 2001 Credit Suisse Asset Management Income Fund, Inc. 466 Lexington Avenue, 16th Floor New York, New York 10017 Credit Suisse Asset Management Strategic Global Income Fund, Inc. 466 Lexington Avenue, 16th Floor New York, New York 10017 Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) Credit Suisse Asset Management Income Fund, Inc., a Maryland corporation (the "CIK"), (b) Credit Suisse Asset Management Strategic Global Income Fund, Inc., a Maryland corporation (the "CGF"), and (c) holders (the "CGF Shareholders") of voting shares of common stock of CGF (the "CGF Shares"), when CIK acquires all the assets of CGF in exchange for voting shares of common stock of CIK ("CIK Shares") and the assumption by CIK of all of the liabilities of CGF pursuant to the Maryland General Corporation Law (the "Reorganization"), all pursuant to that certain Agreement and Plan of Reorganization, dated as of March 27, 2001 (the "Reorganization Agreement"), between CIK and CGF. All terms used herein which are not specifically defined shall have the same meanings as when used in the Reorganization Agreement. Pursuant to the Reorganization (a) CIK will acquire all of the assets of CGF and assume all of CGF's liabilities, (b) each CGF Share will convert to an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full CIK Shares (based upon the net asset value per share of each Fund), and (c) CIK will be the surviving Fund in the Reorganization. CIK will not issue any fractional CIK Shares to CGF Shareholders but will instead purchase all fractional CIK Shares at their net asset value and remit the cash proceeds to CGF Shareholders. We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to CIK and CGF that are set forth in the Registration Statement on Form N-14 (the "Registration Statement") filed by CIK with the Securities and Exchange Commission and May 14, 2001 Page 2 representations made in letters from CIK and CGF addressed to us for our use in rendering this opinion (the "Tax Representation Letters"). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing and subject to the conditions and assumptions set forth below, we are of the opinion that for federal income tax purposes: (i) the Reorganization as provided in the Reorganization Agreement will constitute a reorganization within the meaning of Section 368(a)(1) of the Code and that CIK and CGF will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by CGF as a result of the Reorganization or upon the conversion of CGF Shares to CIK Shares; (iii) no gain or loss will be recognized by CIK as a result of the Reorganization; (iv) no gain or loss will be recognized by the CGF Shareholders upon the conversion of their CGF Shares into CIK Shares except to the extent such shareholders are paid cash in lieu of fractional CIK Shares in the Reorganization; (v) the tax basis of the assets of CGF in the hands of CIK will be the same as the tax basis of such assets in the hands of CGF immediately prior to the consummation of the Reorganization; (vi) immediately after the Reorganization, the tax basis of the CIK Shares received by each CGF Shareholder in the Reorganization (including that of fractional CIK Shares purchased from such shareholder by CIK) will be equal, in the aggregate, to the tax basis of the CGF Shares owned by such shareholder immediately prior to the Reorganization; (vii) a CGF Shareholder's holding period for CIK Shares (including that of fractional CIK Shares purchased from such shareholder by the CIK) will be determined by including the period for which he or she held the CGF shares exchanged therefor pursuant to the Reorganization, provided, that such CGF Shares were held as capital assets immediately prior to the Reorganization; (viii) CIK's holding period with respect to the transferred CGF assets will include the period during which such assets were held by CGF; and May 14, 2001 Page 3 (ix) the payment of cash to a CGF Shareholder in lieu of fractional CIK Shares will be treated as though the fractional CIK Shares were distributed as part of the Reorganization and then redeemed by CIK with the result that the CGF Shareholder will have a capital gain or loss to the extent the cash distribution differs from such shareholder's basis allocable to the fractional CIK Shares, provided that the CGF Shares exchanged therefor pursuant to the Reorganization were held as capital assets immediately prior to the Reorganization and that the shareholder's proportionate interest in CIK will be reduced as a result of such cash distribution. The opinion set forth in (ix) above assumes that (a) the converted CGF Shares were held by the CGF Shareholder as capital assets immediately prior to the Reorganization, (b) the percentage of the outstanding CIK Shares owned by the CGF Shareholder immediately after the cash distribution (including any CIK Shares which are deemed to be owned at such time by such CGF Shareholder pursuant to Section 302(c)(1) of the Code) is less than the percentage that would have resulted if fractional CIK Shares had actually been distributed to such CGF Shareholder in lieu of cash, and (c) the distribution of cash in lieu of fractional CIK Shares is not pursuant to a formal or informal plan to proportionately reduce the holdings of all of the owners of CIK Shares. Our opinion is based upon the accuracy of the certifications, representations and warranties and the satisfaction of the covenants and obligations contained in the Reorganization Agreement, the Tax Representation Letters and in the various other documents related thereto. Our opinion may not be relied upon if any such certifications, representations or warranties are not accurate or if any of such covenants or obligations are not satisfied in all material respects. Very truly yours, /s/ Willkie Farr & Gallagher EX-14 4 csam858193.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 14 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (the "Registration Statement") of our reports dated February 21, 2001, relating to the financial statements and financial highlights of Credit Suisse Asset Management Income Fund, Inc. and Credit Suisse Asset Management Strategic Global Income Fund, Inc. appearing in the December 31, 2000 Annual Reports to Shareholders, which appear in such Statement of Additional Information, and to the incorporation by reference of our reports into the Statement of Additional Information which constitute part of this Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, Pennsylvania May 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----